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MANAGEMENT PROPOSAL
OUR
OF Relationships
Network
Network
Annual and
Extraordinary
Shareholders
Meeting
(AGOE)
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MANAGEMENT PROPOSAL
Exhibit I ­ Management Comments - Item 10 of the Reference Form
Exhibit II ­ Information on the Proposed Allocation of Income Required by CVM
Instruction 481/09
Exhibit III ­ Managers of the Company
Exhibit IV ­ Managers' Compensation - Item 13 of the Reference Form
Exhibit V ­ Comparison Table of Proposed Amendments to the Bylaws
Exhibit VI ­ Proposed Amendments to the Bylaws - Restated
Exhibit VII ­ Information on Acquisitions required by CVM Instruction 481 - 19
Exhibit VIII ­ Information on Acquisitions required by CVM Instruction 481 ­
20
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EXHIBIT I
MANAGEMENT COMMENTS - ITEM 10 OF THE REFERENCE FORM
10.1 The Officers must comment on:

(a) general financial and equity conditions

In Brazil, the Cosmetics, Fragrances and Toiletry industry registered robust growth, with our target
market expanding by a strong 17.9% in the first ten months of 2012, according to data from
SIPATESP/ABHIPEC[1]. Toiletry categories registered the strongest growth, driven mainly by new
product launches in the hair and deodorant categories. In this period, our market share decreased 0.9
p.p., which was mainly concentrated in the toiletry categories, while our market share increased in the
cosmetics and fragrances categories. In 2013, our innovation plan should enable us to increase
competitiveness in the toiletry category.

In our opinion, we present sufficient financial and equity conditions to implement our business plan
and fulfill our short and medium term obligations. This vision is based on the following main aspects:

- Strong and consistent cash generation
- Low level of financial leverage

(b) capital structure and possibility of share redemption
The objectives of the Corporation in managing its capital are to safeguard its continued capacity to
offer returns for its shareholders and benefits to other stakeholders, while maintaining an optimal
capital structure for reducing these costs.

In line with other companies in the sector, the Corporation monitors its capital based on the use of
financial leverage ratios. This ratio corresponds to net debt divided by the shareholders' equity.
Meanwhile, net debt corresponds to total borrowings and financing (including short- and long-term
borrowings and financing, as shown in the consolidated balance sheet) subtracted from the amount of
cash and cash equivalents.

Our current capital structure, which is measured primarily by the ratio of the net debt of the
Corporation to the shareholders' equity of the Corporation, presents conservative levels of leverage:
52.01% on December 31, 2012.
(R$ million)
Fiscal year ended

Indebtedness
December 31,
2012
December 31,
2011
December 31,
2010
Total borrowings and financing .....................................................
(2,324.5)
(1,186.7)
(691.6)
(-) Cash and cash equivalents ........................................................
1643,1
515.6
560.2
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Our net debt was R$671.1 million in 2011, increasing slightly to R$641,4 million in 2012, since the
Corporation maintained its working capital requirements resulting from the growth in its operations.
Meanwhile, our shareholders' equity increased from R$1,250.2 million in 2011 to R$1,312.4 million in
2012, mainly impacted by the earnings in fiscal year 2011 and the distribution of dividends in the
period.

With regard to the possibility of share redemptions, we do not have any plans for the short term
involving such an initiative.
(c) ability to meet financial obligations

Consolidated net revenue in 2012 was R$6,345.7 million, growing 13.5% on 2011. EBITDA was
R$1,510.7 million, an increase of 6.0%, with EBITDA margin of 23.8% (25.5% in 2011). Net income
in 2012 was R$861.2 million, up 3.7%, with net margin of 13.6% (14.9% in 2011).

At the end of the fiscal year, the total cash balance was R$1,641.9 million and total debt was
R$2,243.6 million, with the level of net debt corresponding to 0.4x EBITDA. Free cash flow in the
year was R$884.3 million, up 115.4% from 2011. This growth was due to the reduction of R$ 281.1
million in working capital investments, thanks to the improved management of inventories, tax
recoveries, as well as accounts payable, which was positively impacted by the 2012 calendar year and
by the concentration of capex in the final months of the year.

Considering our debt profile, our cash flow and our liquidity position, we believe we have the capacity
to honor all of our financial obligations coming due over the coming years.

(d) sources of financing for working capital and for investments in non-current assets used by the
Corporation

When needed, we raise funds through financial agreements, which are used to finance our working
capital requirements and short and long-term investments, as well as for maintaining our cash at a level
we deem appropriate for the execution of our activities.
Additionally, in May 2010, we tapped the capital markets with a public distribution of Debentures in
the amount of R$350 million.

(e) sources of financing for working capital and for investments in non-current assets that the
Corporation plans to use to cover liquidity deficiencies.

For information on the sources of financing used for working capital and for investments in noncurrent
assets that we plan to use to cover liquidity deficiencies, see Subitem (f) below.
(Net Debt) .....................................................................................
(681,4)
(671.1)
(131.4)
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(f) debt levels and the characteristics of such debts

Our main source of debt is raising funds used to finance our investments in property, plant and
equipment and working capital.

In 2012, total borrowings and financing plus the provisions for gains on derivative operations
exceeded cash and cash equivalents by R$601.7 million. In 2011, total borrowings and financing
exceeded cash and cash equivalents plus unrealized gains on derivative operations by R$642.5 million.

The increase in total debt reflects the plan to amortize short-term borrowings. Note that despite the
increase in borrowings, the Net Debt/EBITDA ratio was 0.4x in 2012, remaining lower than in 2011.

In 2012, we had R$1,325.1 million in long term borrowings and financing and R$999.4 million in
short term borrowings and financing, and in 2011 these values were R$1,017.7 million and R$169.0
million, respectively. These borrowings and financing consist primarily of obligations with the
Brazilian Development Bank (BNDES), FINEP (the research and project finance mechanism of the
Ministry of Science and Technology) and financial institutions and the Debentures.

The following table presents the variation in our net borrowings and financing, considering the
unrealized gains or losses on derivative operations, for the periods indicated:
(R$ million)
Fiscal year ended

Indebtedness
December 31,
2012
December 31,
2011
December 31,
2010
Total borrowings and financing ............................................ (2,324.5)
(1,186.7)
(691.6)
(+) Unrealized gains (losses) with derivative operations ......
80.9
28.6
(4.1)
(-) Cash and cash equivalents ............................................... 1.643.1
515.6
560.2
Net borrowings and financing
(1)
...................................... (600.5)
(642.5)
(135.5)
(1) Net borrowings and financing correspond to total borrowings and financing plus the unrealized gains or losses on
derivative operations less cash and cash equivalents.
The following table presents the maturity schedule of our long term consolidated debt in 2012:
Maturity of long-term borrowings and financing
Amount
(R$ million)
2014 ..............................................................................................................................
315.3
2015 ..............................................................................................................................
864.8
2016 .............................................................................................................................
47.0
2017 onwards ................................................................................................................
97.9
1,325.1
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Our borrowings and financing include the instruments described below. Despite the existence of the
borrowings and financing described below, we believe we are not dependent on third-party funds for
the performance of our business, given our consistent cash generation and our financial solidity.
Intermittent funding operations, especially short-term funding operations, are a typical process in our
business.

Material borrowing and financing contracts

- Financing Contracts with the BNDES

We and our subsidiaries executed Financing Contracts upon Credit Approval with the BNDES for,
among other purposes, making direct investments in the Corporation and optimizing certain product
lines of the Corporation and its subsidiaries. The main financing contracts executed with the BNDES
are described below.

On June 22, 2007, Natura Logística and the BNDES executed a Financing Contract upon Credit
Approval in the amount of R$3.8 million, which will be used to optimize the product picking lines at
the Cajamar industrial facility, hiring consultants for the new Distribution Centers and acquiring the
equipment required for this purpose. The credit will be amortized in seventy-two consecutive monthly
installments, with the first due on August 15, 2008 and the last due on July 15, 2014. The contract is
secured by a Bank Guaranty issued by Banco do Brasil S.A., which establishes joint and several
liability for the pecuniary obligations of Natura Logística in the event of the non-performance of said
contract, which in addition to the principal of the debt, also includes the interest, commissions,
conventional penalties and other charges, until January 15, 2015.

On June 22, 2007, Natura Indústria and the BNDES executed a Financing Contract upon Credit
Approval in the amount of R$2.7 million, which will be used to optimize administrative activities at
the Cajamar unit and acquire the equipment required for this purpose. The credit will be amortized in
seventy-two consecutive monthly installments, with the first due on August 15, 2008 and the last due
on July 15, 2014. The contract is secured by a Bank Guaranty issued by Banco do Brasil S.A., which
establishes joint and several liability for the pecuniary obligations of Natura Indústria in the event of
the non-performance of said contract, which in addition to the principal of the debt, also includes the
interest, commissions, conventional penalties and other charges, until January 15, 2015.

Also on June 22, 2007, the Corporation and the BNDES executed a Financing Contract upon Credit
Approval in the amount of R$30.4 million, which will be used to install two new distribution centers in
the cities of Matias Barbosa and Jaboatão dos Guararapes and to optimize administrative activities at
the Itapecerica da Serra unit and acquire the equipment required for this purpose. The credit will be
amortized in seventy-two consecutive monthly installments, with the first due on August 15, 2008 and
the last due on July 15, 2014. The contract is secured by a Bank Guaranty issued by Banco do Brasil
S.A., which establishes joint and several liability for the pecuniary obligations of the Corporation in
the event of the non-performance of said contract, which in addition to the principal of the debt, also
includes the interest, commissions, conventional penalties and other charges, until January 15, 2015.
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On January 21, 2008, the Corporation, Natura Indústria, Natura Logística e Serviços Ltda. ("Natura
Logística") and the BNDES executed a Financing Contract upon Credit Approval for a R$224.0
million revolving credit line, which will be used to finance investments. The credit will be amortized
in consecutive monthly installments within a period to be established in the documents concerning use
of the credit limit, observing the maximum term of ninety months from the date of the execution of
this contract. The contracts signed to date total R$58.0 million, of which R$ 46.1 million was received,
increasing the level of debt of the Corporation and its subsidiaries. The contracts are secured by five
bank guaranties issued by Banco do Brasil S.A., which establish joint and several liability for the
pecuniary obligations of Natura Indústria and Natura Logística in the event of the non-performance of
said contract, which in addition to the principal of the debt, also includes the interest, commissions,
conventional penalties and other charges, until October 15, 2016.

On February 26, 2009, Natura Product Inovação e Tecnologia Ltda. ("Natura Inovação") and the
BNDES executed a Financing Contract upon Credit Approval in the amount of R$63.8 million, which
was used for generating competencies, gathering knowledge and qualifying the research and
development area of Natura Inovação. The credit will be amortized in seventy-two consecutive
monthly installments, with the first due on April 15, 2010 and the last due on March 15, 2016. The
contract is secured by a Bank Guaranty issued by Banco do Brasil S.A., which establishes joint and
several liability for the pecuniary obligations of Natura Inovação in the event of the non-performance
of said contract, which in addition to the principal of the debt, also includes the interest, commissions,
conventional penalties and other charges, until September 15, 2016.

On July 13, 2011, Natura Cosméticos and the BNDES executed a Financing Contract upon Credit
Approval in the amount of R$11.0 million, which will be used for two new Distribution Centers
located in Uberlândia/MG and Castanhal/PA and the revitalization of the Distribution Centers located
in Matias Barbosa/MG, Jaboatão dos Guararapes/PE, Simões Filho/BA and Canoas/RS, financing of
working capital and the acquisition of machinery and equipment required for these purposes. For
R$9.3 million the credit will be amortized in sixty consecutive monthly installments, with the first due
on February 15, 2013 and the last due on January 15, 2018, and for R$1.7 million the credit will be
amortized in thirty-six consecutive monthly installments, with the first due on February 15, 2013 and
the last due on January 15, 2016. The contract has financial covenant clauses that establish the
following financial indicators: EBITDA margin equal to or greater than 15%, Net Debt/EBITDA ratio
equal to or less than two point five (2.5).

On July 13, 2011, Natura Indústria and the BNDES executed a Financing Contract upon Credit
Approval in the amount of R$10.4 million, which will be used to implement infrastructure
improvements at the Cajamar unit, finance working capital and acquire the machinery and equipment
required for this purpose. For R$7.7 million the credit will be amortized in sixty consecutive monthly
installments, with the first due on August 15, 2012 and the last due on July 15, 2017, and for R$2.7
million the credit will be amortized in thirty-six consecutive monthly installments, with the first due on
August 15, 2012 and the last due on July 15, 2015. The contract has financial covenant clauses that
establish the following financial indicators: EBITDA margin equal to or greater than 15%, Net
Debt/EBITDA ratio equal to or less than two point five (2.5).

Also on July 13, 2011, Natura Logística and the BNDES executed a Financing Contract upon Credit
Approval in the amount of R$41.5 million, which will be used to install new information systems for
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optimizing the "order cycle", develop and install a new corporate governance model in the people and
materials registration process, install two new Distribution Centers located in Uberlândia/MG and
Castanhal/PA and revitalize the Distribution Centers located in Matias Barbosa/MG, Jaboatão dos
Guararapes/PE, Simões Filho/BA and Canoas/RS. For R$37.5 million the credit will be amortized in
sixty consecutive monthly installments, with the first due on February 15, 2013 and the last due on
January 15, 2018, and for R$3.9 million the credit will be amortized in sixty consecutive monthly
installments, with the first due on August 15, 2012 and the last due on July 15, 2017. The contract has
financial covenant clauses that establish the following financial indicators: EBITDA margin equal to
or greater than 15%, Net Debt/EBITDA ratio equal to or less than two point five (2.5).

On July 18, 2012, Natura Indústria and BNDES executed a Financing Contract upon Credit Approval
in the amount of R$141.1 million, which will be used to build a soap and noodle plant in
Benevides/PA, finance working capital and acquire the machinery and equipment required for this
purpose. For R$12.6 million, the credit will be amortized in seventy-eight consecutive monthly
installments, with the first due on May 15, 2014 and the last due on October 15, 2020, and for R$128.5
million the credit will be amortized in seventy-eight consecutive monthly installments, with the first
due on March 15, 2014 and the last due on August 15, 2020. The contract has financial covenants that
require the following financial indicators: EBITDA margin equal to or greater than 15%, and net
debt/EBITDA ratio equal to or lower than 2.5 (two point five).

On May 9, 2012, Natura Cosméticos and BNDES executed a Financing Contract upon Credit
Approval in the amount of R$17.5 million, which will be used to build a distribution center plant in the
Parque Anhanguera district in São Paulo and to finance the acquisition of machinery and equipment
required for this purpose. For R$12.6 million, the credit will be amortized in seventy-eight consecutive
monthly installments, with the first due on February 15, 2014 and the last due on July 15, 2020, and
for R$4.8 million the credit will be amortized in seventy-eight consecutive monthly installments, with
the first due on December 15, 2013 and the last due on May 15, 2020. The contract has financial
covenants that require the following financial indicators: EBITDA margin equal to or greater than
15%, and net debt/EBITDA ratio equal to or lower than 2.5 (two point five).

On May 9, 2012, Natura Cosméticos and BNDES executed a Financing Contract upon Credit
Approval in the amount of R$ 4.2 million, which will be used for the research and development of new
products in the hair, body and soap segments, as well as for the pilot launch of a new product line. The
credit will be amortized in seventy-eight consecutive monthly installments, with the first due on
December 15, 2013 and the last due on May 15, 2020. The contract has financial covenants that
require the following financial indicators: EBITDA margin equal to or greater than 15%, and net
debt/EBITDA ratio equal to or lower than 2.5 (two point five).

On May 9, 2012, Natura Cosméticos and BNDES executed a Financing Contract upon Credit
Approval in the amount of R$ 8.6 million, which will be used for the research and development of new
products in the hair, body and soap segments, as well as for the pilot launch of a new product line. The
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credit will be amortized in seventy-eight consecutive monthly installments, with the first due on
December 15, 2013 and the last due on May 15, 2020. The contract has financial covenants that
require the following financial indicators: EBITDA margin equal to or greater than 15%, and net
debt/EBITDA ratio equal to or lower than 2.5 (two point five).

On May 9, 2012, Natura Indústria and BNDES executed a Financing Contract upon Credit Approval in
the amount of R$ 4.6 million, which will be used to import machinery and equipment not available in
Brazil and which is needed for the research and development of new products in the hair, body and
soap segments, as well as for the pilot launch of a new product line. For R$4.1 million, the credit will
be amortized in seventy-eight consecutive monthly installments, with the first due on February 15,
2014 and the last due on July 15, 2020, and for R$0.5 thousand the credit will be amortized in seventy-
eight consecutive monthly installments, with the first due on December 15, 2013 and the last due on
May 15, 2020. The contract has financial covenants that require the following financial indicators:
EBITDA margin equal to or greater than 15%, and net debt/EBITDA ratio equal to or lower than 2.5
(two point five).

On October 30, 2012, Natura Indústria and BNDES (through the agent bank Santander) executed a
Financing Contract upon Credit Approval in the amount of R$ 50.0 million, which will be used to
"build working capital". The credit will be amortized in twenty-four consecutive monthly installments,
with the first due on December 15, 2013 and the last due on November 15, 2015. The contract is
secured by Natura Cosméticos, which establishes joint and several liability for the pecuniary
obligations of Natura Indústria in case of non-performance of said contract.

- FINAME - Financiamento de Máquina e Equipamentos

Natura Indústria is the beneficiary of a credit line contracted from the BNDES for the onlending of
FINAME operations, which are loans for financing the acquisition of domestically produced new
machinery and equipment granted by the BNDES. This onlending operation is made by grating credit
to Natura Indústria, generating disbursement rights via the financial institution accredited as the
financial agent, which typically has been Banco Itaú Unibanco S.A. and Banco do Brasil S.A., which
contract with Natura Indústria said financing operations.

From 2007 to 2012, Natura Indústria executed 19 fixed loan contracts with the banks cited above to
finance machinery and equipment in the total amount of R$7.3 million, which had similar terms and
conditions. These contracts are secured by transferring the fiduciary ownership of the assets described
in the respective contracts. Natura Indústria is the trustee of these assets, with the Corporation as
surety. Additionally, the Corporation and its subsidiaries must comply with the Applicable Provisions
of the BNDES Contracts and the General Regulatory Conditions of Operations for FINAME
operations.

On December 31, 2012, the fixed credit contracts (Fatfomentar) involving Banco do Brasil S.A.
amounted to a combined R$1.3 million, due by February 2014.

- Financing Contract with Financiamento de Máquina e Equipamentos (FINEP)
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The Corporation has innovation programs for developing and acquiring new technologies through
partnerships with universities and research centers in Brazil and abroad. These innovation programs
are supported by programs to promote research and technological development, including those from
Financiamento de Máquina e Equipamentos - FINEP (the research and project finance mechanism of
the Ministry of Science and Technology), which finances and/or co-finances equipment, scientific
scholarships and research materials for participating universities.

On March 14, 2006, Natura Inovação and FINEP executed a Financing Contract in the amount of
R$49.6 million, which will be used to partially cover the expenses incurred in preparing the project
"Technology Platforms for New Cosmetic and Nutritional Supplement Products". The credit will be
amortized in forty-nine consecutive monthly installments, with the first due on March 15, 2009 and the
last due on March 15, 2013. The contract is secured by a ten Bank Guaranties issued by Banco ABN
AMRO Real S.A., which establishes joint and several liability for the pecuniary obligations of Natura
Inovação in the event of the non-performance of said contract, until March 15, 2013.

On December 29, 2010, Natura Inovação and FINEP executed a Financing Contract in the amount of
R$74.2 million, which will be used to partially cover the expenses incurred in preparing the project
"Research and Innovation for the Development of New Cosmetic Products". The credit will be
amortized in eighty-one consecutive monthly installments, with the first due on September 15, 2012
and the last due on May 15, 2019. The contract is secured by Natura Cosméticos, which establishes
joint and several liability for the pecuniary obligations of Natura Inovação in the event of the non-
performance of said contract.

- Resolution 4,131

Letter of Credit (Cédula de Crédito Bancário - CCB) ­ Onlending of Funds Raised Offshore via
Resolution 4,131/62 contracted from Financial Institutions. The contracts in force are listed below:

Letter of Credit (CCB) ­ Onlending of Funds Raised Offshore via Resolution 4,131/62 contracted
from Banco Bradesco on June 6, 2011 with maturity on June 3, 2013 and principal of US$ 60.0
million. The interest is amortized semiannually and the amount will be settled in a Treasury account at
the end of the contract.

Letter of Credit (CCB) ­ Onlending of Funds Raised Offshore via Resolution 4,131/62 contracted
from Banco do Brasil on June 10, 2011 with maturity on May 31, 2013 and principal of US$30.0
million. The amortization of interest and the amount will be settled in a Treasury account at the end of
the contract.

Letter of Credit (CCB) ­ Onlending of Funds Raised Offshore via Resolution 4,131/62 contracted
from Bank of America on October 11, 2011 with maturity on October 11, 2013 and principal of
US$82,827,167.31 million. The interest is amortized quarterly and the amount will be settled in a
Treasury account at the end of the contract.

Letter of Credit (CCB) ­ Onlending of Funds Raised Offshore via Resolution 4,131/62 contracted
from Bank of America on October 31, 2011 with maturity on October 31, 2013 and principal of
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US$41,672,832.69 million. The interest is amortized quarterly and the amount will be settled in a
Treasury account at the end of the contract.

Letter of Credit (CCB) - Onlending of Funds Raised Offshore via Resolution 4,131/62 contracted from
Banco Bradesco on July 19, 2012 with maturity on July 7, 2015 and principal of US$ 50,000,000.00.
The interest is amortized semiannually and the amount will be settled in a Treasury account at the end
of the contract.

Letter of Credit (CCB) - Onlending of Funds Raised Offshore via Resolution 4,131/62 contracted from
Banco Itaú on July 23, 2012 with maturity on July 23, 2015 and principal of US$ 50,000,000.00. The
interest is amortized semiannually and the amount will be settled in a Treasury account at the end of
the contract.

Letter of Credit (CCB) - Onlending of Funds Raised Offshore via Resolution 4,131/62 contracted from
Banco Citibank on July 24, 2012 with maturity on July 17, 2015 and principal of US$ 50,000,000.00.
The interest is amortized quarterly and the amount will be settled in a Treasury account at the end of
the contract.

Letter of Credit (CCB) - Onlending of Funds Raised Offshore via Resolution 4,131/62 contracted from
Bank of America on August 13, 2012 with maturity on August 17, 2015 and principal of
US$100,000,000.00. The interest is amortized quarterly and the principal in three semiannual
installments, with the first due on August 18, 2014 and the last due on August 17, 2015.

Letter of Credit (CCB) - Onlending of Funds Raised Offshore via Resolution 4,131/62 contracted from
Banco Bradesco on September 4, 2012 with maturity on August 27, 2014 and principal of US$
45,000,000.00. The interest is amortized semiannually and the amount will be settled in a Treasury
account at the end of the contract.

Letter of Credit (CCB) - Onlending of Funds Raised Offshore via Resolution 4,131/62 contracted from
Banco HSBC on October 5, 2012 with maturity on October 5, 2015 and principal of
US$100,000,000.00. The interest is amortized quarterly and the amount will be settled in a Treasury
account at the end of the contract.

Letter of Credit (CCB) - Onlending of Funds Raised Offshore via Resolution 4,131/62 contracted from
Bank of America on November 26, 2012 with maturity on November 25, 2015 and principal of
US$100,000,000.00. The interest is amortized quarterly and the principal in three semiannual
installments, with the first due on November 25, 2014 and the last due on November 25, 2015.

- Operations with derivatives

The operations with derivatives contracted by the Corporation are basically swaps and Non
Deliverable Forwards (NDF) that seek exclusively to mitigate the currency translation risks associated
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with positions on the balance sheet and the projected cash flows in foreign currencies. The main
contracts for the swap operations contracted are described below.

On April 13, 2010, the Corporation and HSBC Bank Brasil S.A executed a Cash Flow Swap and
Forward Cash Flow Swap Contract in the amount of R$2.8 million, with the specified settlement date
of February 15, 2017.

On April 13, 2010, Natura Indústria and HSBC Bank Brasil S.A executed a Cash Flow Swap and
Forward Cash Flow Swap Contract in the amount of R$1.7 million, with the specified settlement date
of April 15, 2016.

On April 7, 2010, the Corporation and HSBC Bank Brasil S.A executed a Cash Flow Swap and
Forward Cash Flow Swap Contract in the amount of R$1.8 million, with the specified settlement date
of July 15, 2014.

On January 29, 2009, the Corporation and Banco do Brasil S.A executed a Cash Flow Swap and
Forward Cash Flow Swap Contract in the amount of R$716,700, with the specified settlement date of
January 15, 2013.

On December 7, 2011, the Corporation and Bank of America executed a Cash Flow Swap and
Forward Cash Flow Swap Contract in the amount of R$21.9 million, with the specified settlement date
of December 15, 2016.

On June 6, 2011, the Corporation and Banco Bradesco executed a Swap Contract to hedge against
currency translation impacts for the loans contracted under the scope of Resolution 4,131/62 in the
amount of R$100.0 million, with the specified settlement date of June 3, 2013.

On June 10, 2011, the Corporation and Banco do Brasil executed a Swap Contract to hedge against
currency translation impacts for the loans contracted under the scope of Resolution 4,131/62 in the
amount of R$50.0 million, with the specified settlement date of May 31, 2013.

On October 11, 2011, the Corporation and Bank of America executed a Swap Contract to hedge
against currency translation impacts for the loans contracted under the scope of Resolution 4,131/62 in
the amount of R$150.0 million, with the specified settlement date of October 11, 2013.

On October 31, 2011, the Corporation and Bank of America executed a Swap Contract to hedge
against currency translation impacts for the loans contracted under the scope of Resolution 4,131/62 in
the amount of R$73.7 million, with the specified settlement date of October 31, 2013.

On July 19, 2012, the Corporation and Banco Bradesco executed a Swap Contract to hedge against
currency translation impacts for the loans contracted under the scope of Resolution 4,131/62 in the
amount of R$101.3 million, with the specified settlement date of July 7, 2015.
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On July 23, 2012, the Corporation and Banco Itáu executed a Swap Contract to hedge against currency
translation impacts for the loans contracted under the scope of Resolution 4,131/62 in the amount of
R$100.8 million, with the specified settlement date of July 23, 2015.

On July 24, 2012, the Corporation and Banco Citibank executed a Swap Contract to hedge against
currency translation impacts for the loans contracted under the scope of Resolution 4,131/62 in the
amount of R$101.3 million, with the specified settlement date of July 17, 2015.

On August 3, 2012, the Corporation and Bank of America executed a Cash Flow Swap and Forward
Cash Flow Swap Contract in the amount of R$5.1 million, with the specified settlement date of July
15, 2020.

On August 13, 2012, the Corporation and Bank of America executed a Swap Contract to hedge against
currency translation impacts for the loans contracted under the scope of Resolution 4,131/62 in the
amount of R$ 204.8 million, with the specified settlement date of August 17, 2015.

On August 17, 2012, the Corporation and Bank of America executed a Cash Flow Swap and Forward
Cash Flow Swap Contract in the amount of R$1.6 million, with the specified settlement date of April
15, 2017.

On September 4, 2012, the Corporation and Banco Bradesco executed a Swap Contract to hedge
against currency translation impacts for the loans contracted under the scope of Resolution 4,131/62 in
the amount of R$92.1 million, with the specified settlement date of August 27, 2014.

On October 5, 2012, the Corporation and Banco HSBC executed a Swap Contract to hedge against
currency translation impacts for the loans contracted under the scope of Resolution 4,131/62 in the
amount of R$202.7 million, with the specified settlement date of October 5, 2015.

On November 26, 2012, the Corporation and Bank of America executed a Swap Contract to hedge
against currency translation impacts for the loans contracted under the scope of Resolution 4,131/62 in
the amount of R$ 203.8 million, with the specified settlement date of November 25, 2015.

On December 28, 2012, the Corporation and Banco HSBC executed a NDF (Non-Deliverable
Forward) contract to hedge against currency translation impacts for the acquisition of shareholding
interest in "EMEIS" in the amount of R$ 147.5 million, with the specified settlement date of February
28, 2013.

On December 19, 2012, the Corporation and Bank of America executed a Cash Flow Swap and
Forward Cash Flow Swap Contract in the amount of R$1.2 million, with the specified settlement date
of April 17, 2017.
background image

On December 19, 2012, the Corporation and Bank of America executed a Cash Flow Swap and
Forward Cash Flow Swap Contract in the amount of R$1.5 million, with the specified settlement date
of July 15, 2020.

Other long term relations with financial institutions

Except for the aforesaid operations, we do not have any other material long term relations with
financial institutions.

Degree of subordination of debt

There is no subordination of our debts.

Restrictions imposed on debt limits and contracting new debt, dividend distributions, asset
divestments, issuing new securities and transfer of control.

In 2012 and 2011, most of the borrowing and financing contracts maintained by the Corporation and
its subsidiaries do not contain financial covenants obligating the Corporation and its subsidiaries to
maintain certain financial ratios.

The contract signed with the BNDES in July 2011 contained financial covenant clauses that required
the following financial ratios:

- EBITDA margin equal to or greater than 15%; and
- Net Debt/EBITDA ratio equal to or less than two point five (2.5).

In 2012, the Corporation fully complied with all financial covenant clauses.

The loans from the BNDES are formalized through financing contracts with the opening of a credit
facility and are subject to the "Provisions Applicable to BNDES Contracts". According to the
"Provisions Applicable to BNDES Contracts", borrowers of BNDES loans, including our Corporation,
may not, without prior authorization from the BNDES: (i) give preference to other credits; (ii)
amortize shares; (iii) issue debentures; (iv) issue profit-sharing bonds; (v) contract new debt (with
certain exceptions expressly stated in the "Provisions Applicable to BNDES Contracts"); and (vi)
divest or pledge its permanent assets.

In accordance with the documents related to our fourth issue of Debentures, our Corporation is subject
to the following restrictions: (i) non-payment of dividends, of interest on equity or of any other interest
in the profits provided for by the Bylaws of the Issuer if our Corporation has defaulted on its pecuniary
obligations described in the Debenture Indenture, except, however, the payment of the minimum
mandatory dividend set forth in Article 202 of Federal Law 6,404 of 1976, as amended (Brazilian Law
of Corporations); and (ii) impossibility to change the direct or indirect control of our Corporation that
results in the substitution of two-thirds of the members of our Executive Board and/or Board of
Directors must be approved by a Meeting of the Debenture Holders.
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(g) Limits on the use of financing already contracted

On December 31, 2012, the Corporation had an unused overdraft limit of R$343.6 thousand and a total
line of contracted credit of R$2,324.5 million.
(h) Significant changes in each item of the financial statements

SUMMARY OF THE FINANCIAL STATEMENTS

According to our management, the following annual financial statements accurately portray the
financial and equity positions and operating results for the periods stated.


PRESENTATION OF FINANCIAL STATEMENTS

The following aspects regarding the preparation and presentation of the financial statements should be
considered for a better understanding and analysis of the financial statements and any other related
accounting information included in this Document:

Fiscal years ended in 2012, 2011 and 2010
· The balance sheets (parent company and consolidated) prepared in 2012, 2011 and 2010 and
respective statements of income (parent company and consolidated), of comprehensive income
(parent company and consolidated), of changes in shareholders' equity (parent company and
consolidated), of cash flow (parent company and consolidated) and of value added (parent
company and consolidated) for the fiscal years ending in 2012, 2011 and 2010 were prepared
in accordance with Generally Accepted Accounting Principles in Brazil (BR GAAP) and the
regulations of the Securities and Exchange Commission of Brazil (CVM), including CVM
Resolution 603/09, in which the Management of the Corporation opted to move forward the
adoption of the new technical Pronouncements, Interpretations and Guidelines issued by the
Accounting Pronouncements Committee (CPC) in 2009 and in 2010, with mandatory
application in the 2010 financial statements.

The auditor's opinion of the financial statements (parent company and consolidated) for the fiscal year
ending in 2012, 2011 and 2010 includes an emphasis of matter paragraph about the fact that the
individual financial statements were prepared in accordance with Generally Accepted Accounting
Principles in Brazil (BR GAAP), with the investments in subsidiaries, affiliates and shared-control
companies valued using the equity method, and that these practices differ from International Financial
Reporting Standards (IFRS), under which these investments are stated at historical cost or fair value.

The abovementioned financial statements were audited by Ernst & Young Terco Auditores
Independentes S.S. in 2012 and by Touche Tohmatsu Independent Auditors in 2011 and 2010, in
accordance with the applicable audit standards in Brazil.

(h) Summary of accounting practices

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The accounting practices adopted in Brazil consist of those included in Brazilian Corporation Law and
the pronouncements, guidelines and interpretations issued by the Accounting Pronouncements
Committee (CPC) and approved by the Securities and Exchange Commission of Brazil (CVM).
The individual financial statements present the valuation of investments in subsidiaries, shared-control
companies and affiliates by the equity method in accordance with the Brazilian laws in force.
Therefore, these individual financial statements are not considered in compliance with IFRS, which
requires that these investments be valued in the separate statements for the parent company at their fair
value or acquisition cost.
Since there is no difference between the consolidated shareholders' equity and the consolidated net
income attributable to the shareholders of the parent company stated in the consolidated financial
statements prepared in accordance with IFRS and BRGAAP and the shareholders' equity and net
income of the parent company stated in the individual financial statements prepared in accordance
with BRGAAP, the Corporation opted to present these individual and consolidated financial
statements in a single set, side by side.
The financial statements were prepared based on historical cost, except for certain financial
instruments measured at fair value, as described in the following accounting practices. Historical cost
is generally based on the fair value of the considerations paid in exchange for assets.

Adoption of accounting pronouncements issued in 2012

The interpretations and amendments to the existing rules below were issued and in force in 2012.
However, they did have any material impacts on the Corporation's financial statement:
Rule
Main requirements
Date it took effect
IFRS 9 - Financial
Instruments
Recognition and Measurement, it ends the first part of the project
to replace "IAS 39 - Financial Instruments: Recognition and
Measurement", this new standard uses a simple approach to
determine if a financial asset is measured at amortized cost or fair
value, based on the manner in which an entity manages its
financial instruments (its business model) and the contractual cash
flow that is characteristic of financial assets. IFRS 9 also requires
the adoption of only one method to determine the impairment of
assets.
Effective
for
annual
periods
beginning on or
after January 1,
2013
IFRS 10 - Consolidated
Financial Statements
IFRS 10 establishes the principles for the preparation and
presentation of consolidated financial statements when an entity
controls one or more entities. IFRS 10 replaces the consolidation
requirements laid down by SIC-12 - Consolidation ­ Special
Purpose Entities, and by IAS 27 - Consolidated and Separate
Financial Statements.
Effective
for
annual
periods
beginning on or
after January 1,
2013.
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IFRS 11 - Joint Arrangements IFRS 11 envisages a more realistic reflection of joint arrangements,
focusing on the rights and obligations of the arrangement rather
than on their legal personality. The standard touches upon the
inconsistencies in the treatment of a joint arrangement and
demands a single method of treatment in joint ventures through the
equity method. IFRS 13 replaces IAS 31 - Interests In Joint
Ventures and SIC-13 - Jointly Controlled Entities ­ Non-Monetary
Contributions by Venturers. Early adoption is permitted. The main
effects from the adoption of IFRS 11 will be the end of
proportionate consolidation, which will not affect the consolidated
information of the Corporation.
Effective
for
annual
periods
beginning on or
after January 1,
2013
IFRS 12 - Disclosure of
Interests in Other Entities
IFRS 12 is a new and comprehensive standard on the requirements
for disclosing all kinds of interests in other entities, including
subsidiaries, joint arrangements, associates and unconsolidated
structured entities. Early adoption is permitted.
Effective
for
annual
periods
beginning on or
after January 1,
2013
IFRS 13 - Fair Value
Measurement
It replaces and consolidates all the guidelines and requirements
related to fair value measurement contained in other IFRS
pronouncements into a single pronouncement. IFRS 13 defines fair
value and provides guidance on how to measure fair value and
requirements for disclosure relating to fair value measurement.
However, it does not introduce new or revised requirements as to
the items that should be measured at fair value, which remain in the
original pronouncements.
Effective
for
annual
periods
beginning on or
after January 1,
2013
IAS 27 - Consolidated and
Separate Financial Statements
(Revised in 2011)
Consequent to the recent IFRS 10 and IFRS 12, what remains in
IAS 27 is confined to accounting of subsidiaries, jointly controlled
entities, and associates in separate financial statements.
Effective
for
annual
periods
beginning on or
after January 1,
2013
IAS 28 (revised in 2011) -
Investments in Associates and
Joint Ventures
Consequent to the recent IFRS 10 and IFRS 12, what remains in
IAS 27 is confined to accounting of subsidiaries, jointly controlled
entities, and associates in separate financial statements.
Effective
for
annual
periods
beginning on or
after January 1,
2013
Amendments to IAS 19 -
Employee Benefits
It eliminates the corridor approach. All actuarial gains and losses
should be recognized through other comprehensive income for
Effective
for
fiscal
years
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pension plans and through profit or loss for other long-term
benefits, when incurred, and introduces other changes.
beginning on or
after January 1,
2013.
Amendments to IAS 1 -
Presentation of Financial
Statements
It introduces the requirement that items registered in other
comprehensive income are segregated and totaled between items that
will be subsequently reclassified to profit or loss and those that will
not be reclassified to profit or loss.
Effective for fiscal
years beginning on
or after January 1,
2013.
IAS 12 - Income Taxes
(Revision) ­ Deferred Tax:
Recovery of Underlying Assets
The revision clarifies the determination of the calculation of deferred
taxes on investment properties carried at fair value. It introduces the
rebuttable presumption that the deferred tax on investment properties
carried at fair value in IAS 40 (CPC 31) should be based on the fact
that its book value will be recovered through sale. It also introduces
the requirement that the deferred tax on assets not subject to
depreciation, which are measured using the revaluation model
specified in IAS 16 (CPC 27) be always measured based on the sale
of the asset. This revision will be effective for annual periods
beginning on or after January 1, 2012.
Effective for annual
periods beginning
on or after January
1, 2013.
IFRS 1 - First-time Adoption of
IFRS (Revision) - Severe
Hyperinflation and Removal of
Fixed Dates for First-time
Adopters (Revision)
IASB provided guidance on how an entity should resume presenting
its financial statements according to IFRS when its functional
currency is no longer subject to hyperinflation. This revision will be
effective for annual periods beginning on or after July 1, 2011.
Effective for fiscal
years beginning on
or after January 1,
2013.
IFRS 7 - Financial Instruments
- Disclosures - -- Further
Requirements for Disclosure of
Derecognitions
The revision requires additional information about financial assets
that were transferred but not derecognized to enable the user of the
Corporation's financial statements to understand the relation
between assets that were not derecognized and the corresponding
liabilities. The revision also requires disclosure of the entity's
continuous involvement with the derecognized assets to enable
users to evaluate the nature of involvement and the related risks.
The revised standard will be effective for annual periods beginning
on or after July 1, 2011.
Effective for fiscal
years beginning on
or after January 1,
2013.
IAS 1 - Presentation of
Financial Statements
This improvement clarifies the difference between the voluntary
additional comparative information and the minimum required
comparative information.
Effective for fiscal
years beginning on
or after January 1,
2013.
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IAS 16 - Property, Plant and
Equipment
This improvement explains that the main spare parts and equipment
used to provide services that meet the definition of Property, Plant
and Equipment are not included in Inventories.
Effective for fiscal
years beginning on
or after January 1,
2013.
IAS 32 - Financial Instruments:
Presentation
This improvement clarifies that income tax resulting from
distribution of dividends to shareholders is booked in accordance
with IAS 12 ­ Income Taxes.
Effective for fiscal
years beginning on
or after January 1,
2013.
IAS 34 - Interim Financial
Reporting
The revision provides an alignment of the disclosure requirements
for total assets of the segment with the total liabilities of the
segment in the interim financial statements. This clarification also
ensures that interim disclosures are aligned with annual disclosures.
Effective for fiscal
years beginning on
or after January 1,
2013.
The following rules and amendments to existing rules were published and are mandatory for periods
starting after 2012. However, the Corporation did not opt for the early adoption of these rules and
amendments.
In view of the current operations of the Corporation and its subsidiaries, Management does not expect
these new rules, interpretations and amendments to have a material effect on the financial statements
as of their adoption.

The CPC has not yet issued the respective pronouncements and modifications related to the new and
revised IFRS presented earlier. Due to the commitment of the CPC and the CVM to update the set of
rules issued based on the updates made by the International Accounting Standards Board (IASB), these
pronouncements and modifications are expected to be issued by the CPC and approved by the CMV
by the date of their mandatory application.

Income Statements, Balance Sheets and Additional Financial Information

The following income statements, balance sheets and additional consolidated financial information for
the periods indicated were prepared in accordance with BR GAAP:
Fiscal year ended
2012
VA
(1)
2011
VA
(1)
2010
VA
(1)
Change
12/11
Change
11/10
(R$ million, earnings per share for the year)

Net Revenue .......................................................................
6,345.7 100.0%
5,591.4 100.0%
5,136.7
100.0%
13.5%
8.9%
Cost of products sold ..........................................................
(1,868.0)
29.4% (1,666.3)
29.8%
(1,556.8)
30.3%
12.1%
7.0%
Gross Profit .......................................................................
4.477.6 70.6%
3.925.1 70.2%
3.579.9
69.7%
14.1%
9.6%
Operating (expenses) income
background image
Selling .............................................................................
(2,212.2)
34.9% (1,952.7)
34.9%
(1,704.3)
33.2%
13.3%
14.6%
General and administrative .............................................
(772.7)
12.2%
(680.7)
12.2%
(605.4)
11.8%
13.5%
12.4%
Employee profit sharing .................................................
(90.8)
1.4%
(30.2)
0.5%
(70.4)
1.4%
201.0%
-57.1%
Management compensation ............................................
(20.7)
0.3%
(9.4)
0.2%
(14.4)
0.3%
119.6%
-34.4%
Other operating (expenses) income, net .........................
(11.6)
-0.2%
63.1
-1.1%
(17.5)
0.3% -118.5% -460.4%
Operating profit before financial result .........................
1.369.5 21.6%
1.315.1 23.5%
1.167.9
22.7%
4.1%
12.6%
Financial income ............................................................
161.8
2.5%
122.7
2.2%
53.6
1.0%
31.9%
128.9%
Financial expenses ..........................................................
(255.3)
4.0%
(200.0)
3.6%
(103.4)
2.0%
27.6%
93.5%
Net Income before income tax and social
contribution ...................................................................
1.276.1 20.1%
1.237.7 22.1%
1.118.2
21.8%
3.1%
10.7%
Income tax and social contribution ................................
(414.9)
6.5%
(406.8)
7.3%
(374.1)
7.3%
2.0%
8.7%
Net income for the year ....................................................
861.2 13.6%
830.9 14.9%
744.1
14.5%
3.6%
11.7%
Attributable to: ...................................................................
Shareholders of the Company ........................................
861.2
13.6%
830.9
14.9%
744.1
14.5%
3.6%
11.7%
Noncontrolling shareholders .......................................... -
-
-
-
-
-
-
-
Earnings per share for the year ­ R$ ..................................
2.0081
1.932
1.7281
3.9%
11.8%
_______________________
(1)
Vertical analysis
Balance sheets prepared in 2012, 2011 and 2010

The following tables present a summary of the consolidated Balance Sheets prepared in 2012, 2011
and 2010, as well as the variations occurring between the periods presented:
Fiscal year ended
Balance Sheet
2012
VA
(1)
2011
VA
(1)
2010
VA
(1)
Change
12/11
Change
11/10
(R$ million)
Assets
Current assets
Cash and cash equivalents
1,144.4
21.3%
515.6
13.6%
560.2
17.4%
121.9%
-8.0%
Marketable securities
498.7
9.3%
-
0.0%
-
0.0%
100.0%
100.0%
Trade accounts receivable
651.4
12.1%
641.9
16.9%
570.3
17.7%
1.5%
12.6%
Inventories
700.7
13.0%
688.7
18.2%
571.5
17.7%
1.7%
20.5%
Recoverable taxes
144.5
2.7%
201.6
5.3%
101.5
3.1%
-28.4%
98.7%
Unrealized gains with derivative operations
80.9
1.5%
28.6
0.8%
-
0.0%
n/d
n/d
Other receivables
157.8
2.9%
126.8
3.3%
66.4
2.1%
24.5%
90.9%
Total current assets
3.378.3
62.8%
2.203.3
58.1%
1.869.9
58.0%
53.3%
17.8%
Noncurrent assets
Long-term assets:
Recoverable taxes
151.4
2.8%
111.2
3.4%
109.3
3.4%
36.1%
1.8%
Deferred Income and Social Contribution taxes
214.2
4.0%
189.6
5.6%
180.3
5.6%
13.0%
5.2%
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Fiscal year ended
Balance Sheet
2012
VA
(1)
2011
VA
(1)
2010
VA
(1)
Change
12/11
Change
11/10
Escrow deposits
349.5
6.5%
295.8
10.5%
337.0
10.5%
18.2%
-12.2%
Other noncurrent assets
41.3
0.8%
29.9
1.4%
44.9
1.4%
37.9%
-33.3%
Property, plant and equipment
1,012.1
18.8%
800.4
17.4%
560.5
17.4%
26.4%
42.8%
Intangible assets
228.5
4.3%
162.8
3.7%
120.1
3.7%
40.4%
35.5%
Total noncurrent assets
1.997.1
37.2%
1.589.8
42.0%
1.352.0
42.0%
25.6%
17.6%
Total assets
5.375.4
100.0%
3.793.0
100.0%
3.221.9
100.0%
41.7%
17.7%
Liabilities
Current liabilities
Borrowings and financing
999.5
18.6%
169.0
4.5%
226.6
7.0%
491.5%
-25.4%
Trade and other payables
649.9
12.1%
489.0
12.9%
366.5
11.4%
32.9%
33.4%
Payroll, profit sharing and related taxes
211.8
3.9%
132.0
3.5%
162.8
5.1%
60.4%
-18.9%
Taxes payable
501.5
9.3%
446.8
11.8%
366.0
11.4%
12.2%
22.1%
Provision for tax, civil and labor risks
-
0.0%
-
0.0%
-
0.0%
n/d
#DIV/0!
Derivatives
-
0.0%
-
0.0%
4.1
0.1%
#DIV/0!
-100.0%
Other payables
52.0
1.0%
37.9
1.0%
52.1
1.6%
37.2%
-27.1%
Total current liabilities
2.414.7
44.9%
1.274.7
33.6%
1.178.0
36.6%
89.4%
8.2%
Noncurrent liabilities
Borrowings and financing
1,325.1
24.7%
1,017.7
26.8%
465.1
14.4%
30.2%
118.8%
Provision for tax, civil and labor risks
63.3
1.2%
65.0
1.7%
73.8
2.3%
-2.6%
-12.0%
Taxes payable
177.3
3.3%
140.5
3.7%
215.1
6.7%
26.1%
-34.7%
Other payables
89.0
1.7%
44.8
1.2%
32.4
1.0%
98.5%
38.2%
Total noncurrent liabilities
1.654.6
30.8%
1.268.0
33.4%
786.4
24.4%
30.5%
61.2%
Shareholders' Equity
Capital
427.1
7.9%
427.1
11.3%
418.1
13.0%
0.0%
2.2%
Capital reserves
(66.1)
-1.2%
160.3
4.2%
149.6
4.6%
-141.2%
7.1%
Earnings reserves
155.9
2.9%
292.5
7.7%
282.9
8.8%
-46.7%
3.4%
Treasury shares
308.1
5.7%
(102.8)
-2.7%
-
0.0%
n/d
n/d
Proposed additional dividend
491.3
9.1%
490.9
12.9%
430.1
13.3%
0.1%
14.1%
Other comprehensive income
(10.2)
-0.2%
(17.6)
-0.5%
(23.2)
-0.7%
-42.2%
-24.0%
Total shareholders' equity
1.306.1
24.3%
1.250.2
33.0%
1.257.5
39.0%
4.5%
-0.6%
Total liabilities and shareholders' equity
5.375.4
100.0%
3.793.0
100.0%
3.221.9
100.0%
41.7%
17.7%
_______________________
(1)
Vertical analysis.
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Comparison of the operating results in the fiscal years ended in 2012 and 2011

Gross revenue

Our gross revenue was R$8,566.1 million in 2012, an increase of 13,7% from the gross revenue of
R$7,535.8 million in 2011, mainly due to the increases in the quantity of products sold and the average
price of products sold in the period.

Domestic sales

The 10.6% increase in sales in the domestic market can be broken down into the 8.8% increase in the
quantity of units sold (which reached 445.8 million units sold in 2012, compared to 410.5 million in
2011) and the 1.8% increase in the average price of products sold.

The following table presents a breakdown of our gross revenue by segment:
Opening gross revenue balance (R$ million)
Fiscal year ended
Change
2012/2011 (%)
December 31,
2012
December 31,
2011
Domestic market ............................................................................................
7,626.1
6,896.7
10.6%
Foreign market ­international operations
(1)
...................................................
932.7
633
47.3%
Other sales domestic market
(2)
......................................................................
1.4
1.4
1.9%
Other sales foreign market
(3)
.........................................................................
5.9
4.6
28.3%
Gross revenue ................................................................................................
8,566.1
7,535.8
13.7%
(1)
Sales made by the subsidiaries in Argentina, Chile, Colombia, France, Mexico and Peru.
(2)
Sales of scrap.
(3)
Sales made by our distributor in Bolivia and Duty Free.
Export sales

The revenue from sales at our international operations was R$938.6 million in 2012, up 47.2% from
the export sales in 2011 of R$637.7million. In weighted local currency, in 2012 compared to 2011,
export sales grew by 28% in the Operations in Consolidation and by 25.2% in the Operations in
Implementation in the quarter and by 27.4% and 32.6%, respectively, in the year. This result was
leveraged by the significant growth in the consultant base, thanks to the stabilization of the CNO
model in Chile, Colombia and Peru, and to adjustments to the Sustainable Relations Network model in
Mexico.

Sales tax, returns and cancellations

Sales tax, returns and deductions increased 14.2% to R$2,220.4 million in 2012, compared to
R$1,944.4 million in 2011, mainly due to the higher sales described above.

Net revenue

In view of the above, the Corporation's net revenue was R$6,345.7 million in 2012, up 13.5% from the
net revenue of R$5,591.4 million in 2011.
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Cost of goods sold

Cost of goods sold was R$1,868.0 million in 2012, increasing 12.1% from the cost of goods sold of
R$1,666.3 million in 2011.

The following table presents the components of cost of goods sold for the periods indicated and the
percentage variation in each component:
(R$ million)
Fiscal year ended
Change
2012/2011
(%)
2012
2011
Raw material for products and packaging
(1)
and products for resale
(2)
..........
1,548.6
1,385.60
11.8%
Labor ..............................................................................................................
170.3
156.7
8.7%
Depreciation ...................................................................................................
48.8
38.6
26.4%
Other costs
(3)
..................................................................................................
100.3
85.4
17.4%
Cost of products sold .....................................................................................
1,868.0
1,666.3
12.1%
(1)
Mainly plastics, glass, printing and fragrances.
(2)
Products made by third parties, soaps, hair care products, etc.
(3)
"Other costs" includes electricity, water, gas, consulting services, IT services and other items.

As a ratio of net revenue, our cost of goods sold decreased to 29.4% in 2012, compared to 29.8% in 2011. This decrease
was mainly due to the control of cost pressures, the appreciation in the Brazilian real against the U.S. dollar (around 15% of
our total costs is pegged to the dollar) and the efficient pricing strategy, which was partially offset by the increase in the
value of losses in Brazil.

Gross profit

In view of the above, gross profit increased 14.1% to R$4,477.6 million in 2012, compared to gross profit of R$3,925.1
million in 2011. Our gross margin increased to 70.6% in 2012, from 70.2% in 2011. The gross margin expansion in the
period was basically due to the better ratio of cost of goods sold to net revenue explained above.

Operating revenue (expenses)

Operating expenses were R$3,108.1 million in 2012, representing an increase of 19.1% from the operating expenses of
R$2,609.9 million in 2011.

This following table presents the composition of our operating revenue (expenses) for the periods indicated and the
percentage variation in each component:
(R$ million)
Fiscal year ended
Change
2012/2011 (%)
2012
2011
Selling expenses .............................................................................................
2,212.2
1,952.7
13.3%
General and administrative expenses .............................................................
772.7
680.7
13.5%
Employee profit sharing .................................................................................
90.8
30.2
201.0%
Management compensation ............................................................................
20.7
9.4
119.6%
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Other operating (expenses) income, net .........................................................
11.6
(63.1)
(118.5)%
Net operating expenses ...................................................................................
3,108.07
2,609.90
19.1%

Selling expenses

Selling expenses increased from R$1,952.7 million in the fiscal year ending in 2011 to R$2,212.2 million in the fiscal year
ending in 2012. As a ratio of net revenue, selling expenses were stable at 34.9% in 2012, compared to 34.9% in 2011.
Selling expenses remained aligned with the Corporation's strategy and consistent with the competitive environment. In
2012, we increased our marketing investments in both support for product launches and training and events for the sales
team. This increase was driven by the higher efficiency in logistics operations and the dilution of costs with our sales team.
The number of orders made over the Internet in Brazil reached 95.0% in the year (92.0% in 2011).

General and administrative expenses

General and administrative expenses increased from R$680.7 million in the fiscal year ending in 2011 to R$772.7 million
in 2012. As a ratio of net revenue, general and administrative expenses were stable at 12.2% in both 2012 in 2011. The
increase in administrative expenses in relation to the prior year is in line with our plans, due to: (i) the increase in expenses
with research and development, from 2.7% to 2.5% of net revenue; (ii) the higher investments in projects that will support
the Corporation's growth, especially in the areas of information technology and leadership development; (iii) the costs with
the continued investments in information technology.

Employee profit sharing

The expense with the employee profit sharing plan increased from R$30.2 million in 2011 to R$90.8 million in 2012. This
increase is explained by not meeting the targets and the employee profit sharing policy in 2011.

Management compensation

Management compensation increased from R$9.4 million in 2011 to R$20.7 million in 2012.

Other net operating income (expenses)

Other net operating income (expenses) decreased from income of R$63.1 million in the fiscal year ending in 2011 to an
expense of R$11.6 million in 2012. This variation was largely driven by the non-recurring impact from the recognition of
PIS and Cofins tax credits on services relative to other periods, the negotiations to reduce the value added margin (MVA)
used to calculate ICMS state VAT tax on direct sales in the state of Paraná and in the Federal District and the recognition of
a contingent PIS and Cofins asset associated with credits from taxes on both financial income and storage operations in
2011.

Net financial income (expenses)

The Corporation recorded a net financial expense of R$93.5 million in 2012, compared to the net financial expense of
R$77.3 million in 2011.

Financial expense increased to R$255.3 million in 2012, compared to R$200.0 million in 2011. This variation was largely
due to the increase in the Corporation's gross debt.
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Financial income increased to R$161.8 million in 2012, from R$122.7 million in 2011. The highlight was the gains from
derivative operations contracted to provide a currency hedge for the Corporation's positions with exposure and increase in
financial investments.

Most of the debts contracted in foreign currency have derivative operations contracted to eliminate from the financial result
the effects of currency translation that offset any decreases in financial income and any increases in financial expenses. In
practice, the variation in the CDI interbank overnight rate serves as the reference for our debt profile.

Income tax and social contribution tax (CSLL)

Income tax and social contribution tax (CSLL) increased to R$414.9 million in 2012, from R$406.8 million in 2011. The
variation in expenses with income tax and CSLL was driven by the higher operating income in the period.

Net income

For the abovementioned reasons, our net income increased to R$861.2 million in 2012 (13.6% of net revenue), compared to
R$830.9 million in 2011 (14.9% of net revenue).

Other information and non-accounting measures

EBITDA

Our EBITDA reached R$1,510.7 million in 2012, increasing 6% from the EBITDA of R$1,425.0 million in 2011. Our
EBITDA margin was 23.8% in 2012, compared to 25.5% in 2011.

The following table presents a conciliation of net income with EBITDA for the periods indicated.
Fiscal year ended
2012
2011
Change
2012/2011 (%)
Net income ..........................................................................................
861.2
830.9
3.6
(+) Depreciation and amortization .....................................................
141.2
109.9
28.4
(+) Net financial income (expenses) ..................................................
93.5
77.3
20.8
(+) Income and Social Contribution taxes .........................................
414.9
406.8
2.0
EBITDA ..............................................................................................
1,510.7
1,425.0
6.0

Comparison of Main Equity Accounts in 2012 and 2011

ASSETS

Current assets

In 2012, Current assets were R$3,378.3 million, up 53.3% from 2011. The increase was mainly due to
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the higher balance of cash and cash equivalents and marketable securities, as explained below:

Cash and cash equivalents and marketable securities

In 2012, the balance of Cash and cash equivalents was R$1,613.1 million, up 218.7% from 2011. This
variation is explained by funding for early settlement of loans in 2013, driven by opportunities of
exchange and interest rates. Cash and cash equivalents corresponded to 30.6% of our assets in 2012,
compared to 13.6% in 2011.

Trade accounts receivable

In 2012, Trade accounts receivable was R$651.4 million, up 1.5% from 2011.

Trade accounts receivable corresponded to 12.1% of our assets in 2012, compared to 16.9% in 2011.

Inventories

In 2012, the balance of Inventories was R$700.7 million, up 1.7% from 2011. This variation was
largely due to the growth in the Corporation's sales, optimization of Distribution Centers and the build
in Inventories to efficiently meet demand.

The account Inventories corresponded to 13.0% of our assets in 2012, compared to 18.2% in 2011.

Recoverable taxes

In 2012, the balance of Recoverable taxes in the short term was R$144.5 million, decreasing 28.4%
from the balance of R$201.5 million in 2011. Additionally, Recoverable taxes corresponded 2.7% of
our total assets in 2012, compared to 5.3% in 2011.

Unrealized Gains/Provision for losses in derivatives trading

In 2012, the account Provision for gains in derivatives trading was a debit balance of R$80.9 million,
which represented 1.5% of our total assets, versus the debit balance in the Provision for losses in
derivatives trading of R$28.6 million in 2011. The market value of these instruments was R$1,450.9
million and R$406.9 million in 2012 and 2011, respectively.

Non-current assets

In 2012, Non-current assets were R$1,997.1 million, up 25.6% from 2011. This increase is attributable
mainly to an increase in the balance of Recoverable taxes, Escrow deposits, Deferred income tax and
CSLL, Property, plant and equipment and Intangible assets, as explained below.

Recoverable taxes

In 2012, the balance of Recoverable taxes in the long term was R$151.4 million, increasing 36.1%
from the balance in 2011 of R$111.2 million. Additionally, Recoverable taxes in the long term
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corresponded to 2.8% of our total assets in 2012, compared to 2.9% in 2011. These recoverable taxes
will be reimbursed over the next few years as they are released by the São Paulo State Treasury
(Sefaz).

Deferred income and social contribution taxes

In 2012, the balance of the Deferred Income Tax and CSLL accounts was R$214.2 million, up 13.0%
from 2011. This variation was largely due to the deferred amounts arising from various tax liabilities,
the creation of actuarial provisions and other temporary provisions. Deferred Income Tax and CSLL
corresponded to 4.0% of our assets in 2012, compared to 5.0% in 2011.

Escrow Deposits

In 2012, the balance of Escrow deposits was R$349.5 million, up 18.2% from the balance in 2011.
This variation was basically due to deposits related to discussions with the Federal District and the
state of Mato Grosso do Sul. Escrow deposits account for 6.5% of our assets in 2012, compared to
7.8% in 2011.

Property, plant and equipment

In 2012, Property, plant and equipment accounts was R$1,012.1 million, up 26.4% from 2011. This
variation was due to the highest investment ever in our history, with R$437.5 million in capital
expenditure allocated to production, logistics and technology projects, which are indispensable for
sustaining our growth, which was partially offset by the depreciation in the period. The Property, plant
and equipment account represented 18.8% of our total assets in 2012, compared to 21.1% in 2011.

Intangible assets

In 2012, Intangible assets came to R$228.5 million, up 40.4% from 2011. The main driver of this
increase was the acquisition of new software. The Intangible Assets account represented 4.3% of our
total assets in 2012, compared to 4.3% in 2011.

LIABILITIES

Current liabilities

In 2012, Current liabilities were R$2,414.7 million, up 89.4% from 2011. This decrease was largely
due to the higher balance of Domestic suppliers and Taxes payable, as explained below.

Borrowings and financing

In 2012, the balance of Borrowings and financing was R$999.5 million, which was R$830.5 million
higher than in 2011. This variation was mainly due borrowings maturing in 2013. Borrowings and
financings corresponded to 18.6% of our total liabilities and shareholders' equity in 2012, compared to
4.5% in 2011.
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Trade and other payables

In 2012, the balance of Trade and other payables was R$649.9 million, increasing 32.9% from 2011,
driven by the growth in the Corporation's sales, which led to higher purchases of raw materials and
packaging to form inventories, given the higher sales and the strategies of the new Distribution
Centers. We also had a positive scheduling impact by which payments due from December 29 through
31 were paid only in 2013. The balance of Trade and other payables corresponded to 12.1% of our
total liabilities and shareholders' equity in 2012, compared to 12.9% in 2011.

Payroll, profit sharing and related taxes

In 2012, the account Payroll, profit sharing and related taxes was R$211.8 million, up 60.4% from
R$132.0 million in 2011, due to not meeting the internal profit sharing targets in 2011. This account
Payroll, profit sharing and related taxes represented 3.9% of our total liabilities and shareholders'
equity in 2012, compared to 3.5% in 2011.

Taxes payable

In 2012, Taxes payable were R$501.5 million, increasing 12.2% from R$446.8 million in 2011,
largely due to the higher sales in the period and to the questioning of the ICMS tax balances included
in the calculation of the PIS and COFINS tax base. The account Taxes payable represented 9.3% of
our total liabilities and shareholders' equity in 2012, compared to 11.8% in 2011.

Other payables

In 2012, the balance of the account Other payables was R$52.0 million, increasing 37.2% from R$37.9
million in 2011. The account Other payables represented 1.0% of our total liabilities and shareholders'
equity in 2012, compared to 1.0% in 2011.

Non-current liabilities

In 2012, Non-current liabilities were R$1,654.6 million, up 30.5% from 2011. This increase was
largely due to the proceeds from new Borrowings and financing in the period.

Borrowings and financing

In 2012, Borrowings and financing amounted to R$1,325.1 million, growing 30.2% from 2011.
Borrowings and financings corresponded to 24.7% of our total liabilities and shareholders' equity in
2012, compared to 26.8% in 2011.

Provision for tax, civil and labor contingencies

In 2012, the provision for contingent liabilities was R$63.3 million, decreasing 2.6% from 2011.
Provisions for tax, civil and labor contingencies represented in the long term 1.2% of total liabilities in
2012 and 1.7% in 2011.
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Taxes payable

In 2012, the account Taxes payable in the long term was R$177.3 million, increasing 26.1% from
R$140.5 million in 2011, mainly due to provisions for legal discussion with the Federal District and
the state of Mato Grosso do Sul. The account Taxes payable in the long term represented 3.3% of our
total liabilities and shareholders' equity in 2012, compared to 3.7% in 2011.

Shareholders' equity

Shareholders' equity decreased from R$1,250.2 million in 2011 to R$1,306.1 million in 2012,
basically due to (i) the net income in 2012, net of dividends distributed and proposed and of interest on
equity; (ii) the cumulative adjustment in the translation of the financial statements of the Corporation's
overseas subsidiaries; and (iii) the sale of treasury stock, as a result of the exercise of stock options.

Other equity accounts

Any equity accounts not mentioned above did not show any significant variations between the
balances in 2012 and 2011.

Comparison of Main Equity Accounts in 2011 and 2010

ASSETS

Current assets

In 2011, Current assets were R$2,203.3 million, up 17.8% from 2010. The increase was mainly due to
the higher balance of Inventories, Recoverable taxes and Other receivables, as explained below:

Cash and cash equivalents

In 2011, the balance of Cash and cash equivalents was R$515.6 million, down 8.0% from 2010. This
variation is explained by higher use of the Corporation's cash for the increase in inventory coverage
and the lower offsetting of recoverable taxes. Cash and cash equivalents corresponded to 13.6% of our
assets in 2011, compared to 17.4% in 2010.

Trade accounts receivable

In 2011, Trade accounts receivable was R$641.9 million, up 12.6% from 2010. The increase was due
to the gross revenue growth in the period and the expansion of the international operations.

Trade accounts receivable corresponded to 16.9% of our assets in 2011, compared to 17.7% in 2010.

Inventories

In 2011, the balance of Inventories was R$688.7 million, up 20.5% from 2010. This variation was
largely due to the growth in the Corporation's sales, the higher coverage in our international
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operations, the opening of new Distribution Centers and the build in Inventories to meet the growing
demand.

The account Inventories corresponded to 18.2% of our assets in 2011, compared to 17.7% in 2010.

Recoverable taxes

In 2011, the balance of Recoverable taxes in the short term was R$201.6 million, increasing 98.7%
from the balance in 2010 of R$101.5 million. Additionally, Recoverable taxes corresponded 5.3% of
our total assets in 2011, compared to 3.2% in 2010. This variation was largely driven by the non-
recurring impact from the recognition of PIS and Cofins tax credits on services relative to other
periods, the negotiations to reduce the value added margin (MVA) used to calculate ICMS state VAT
tax on direct sales in the state of Paraná and in the Federal District and the recognition of a contingent
PIS and Cofins asset associated with credits from taxes on both financial income and storage
operations.

Non-current assets

In 2011, Non-current assets were R$1,589.8 million, up 17.6% from 2010. This increase is attributable
mainly to an increase in the balance of Recoverable taxes, Escrow deposits, Deferred income tax and
CSLL, Property, plant and equipment and Intangible assets, as explained below.

Recoverable taxes

In 2011, the balance of Recoverable taxes in the long term was R$111.2 million, increasing 1.8% from
the balance in 2010 of R$109.3 million. Additionally, Recoverable taxes in the long term corresponded
to 2.9% of our total assets in 2011, compared to 3.4% in 2010. This change is largely due to the
reclassification of ICMS credits on exports for the period prior to 2009. These recoverable taxes will
be reimbursed over the next few years as they are released by the São Paulo State Treasury (Sefaz).

Deferred income tax and social contribution tax

In 2011, the balance of the Deferred Income Tax and CSLL accounts was R$189.6 million, up 5.2%
from 2010. This variation was largely due to the deferred amounts arising from various tax liabilities,
the creation of actuarial provisions and other temporary provisions. Deferred Income Tax and CSLL
corresponded to 5.0% of our assets in 2011, compared to 5.5% in 2010.

Escrow Deposits

In 2011, the balance of Escrow deposits was R$295.8 million, down 12.2% from the balance in 2010.
This variation was basically due to the negotiations of the Value Added Margin (MVA) in the state of
Paraná, with a new agreement signed in November 2011. Escrow deposits account for 7.8% of our
assets in 2011, compared to 10.5% in 2010.

Property, plant and equipment
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In 2011, Property, plant and equipment accounts was R$800.4 million, up 42.8% from 2010. This
variation was due to the highest investment ever in our history, with R$346.4 million in capital
expenditure allocated to production, logistics and technology projects, which are indispensable for
sustaining our growth, which was partially offset by the depreciation in the period. The Property, plant
and equipment account represented 21.1% of our total assets in 2011, compared to 17.4% in 2010.

Intangible assets

In 2011, Intangible assets came to R$162.8 million, up 35.5% from 2010. The main driver of this
increase was the acquisition of new software. The Intangible Assets account represented 4.3% of our
total assets in 2011, compared to 3.7% in 2010.

LIABILITIES

Current liabilities

In 2011, Current liabilities were R$1,274.7 million, up 8.2% from 2010. This decrease was largely due
to the higher balance of Domestic suppliers and Taxes payable, as explained below.

Borrowings and financing

In 2011, the balance of Borrowings and financing was R$169.0 million, which was R$57.6 million
higher than in 2010. This variation was mainly due to the new short-term loans contracted for working
capital needs. Borrowings and financings corresponded to 4.5% of our total liabilities and
shareholders' equity in 2011, compared to 7.0% in 2010.

Trade and other payables

In 2011, the balance of Trade and other payables was R$489.0 million, increasing 33.4% from 2010,
driven by the growth in the Corporation's sales, which led to higher purchases of raw materials and
packaging to form inventories, given the higher sales and the strategies of the new Distribution
Centers. The balance of Trade and other payables corresponded to 12.9% of our total liabilities and
shareholders' equity in 2011, compared to 11.4% in 2010.

Payroll, profit sharing and related taxes

In 2011, the account Payroll, profit sharing and related taxes was R$132.0 million, down 18.9% from
R$162.8 million in 2010, due to not meeting the internal profit sharing targets for the period. This
account Payroll, profit sharing and related taxes represented 3.5% of our total liabilities and
shareholders' equity in 2011, compared to 5.1% in 2010.

Taxes payable

In 2011, Taxes payable were R$446.8 million, increasing 22.1% from R$366.0 million in 2010,
largely due to the higher sales in the period and to the questioning of the ICMS tax balances included
in the calculation of the PIS and COFINS tax base. The account Taxes payable represented 11.8% of
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our total liabilities and shareholders' equity in 2011, compared to 11.4% in 2010.

Unrealized Gains/Provision for losses in derivatives trading

In 2011, the account Provision for gains in derivatives trading was a debit balance of R$28.6 million,
which represented 0.8% of our total assets, versus the credit balance in the Provision for losses in
derivatives trading of R$ 4.1 million in 2010. The market value of these instruments was R$406.9
million and R$90.3 million in 2011 and 2010, respectively.

Other payables

In 2011, the balance of the account Other payables was R$37.9 million, decreasing 27.1% from
R$52.1 million in 2010. The account Other payables represented 1.0% of our total liabilities and
shareholders' equity in 2011, compared to 1.6% in 2010.

Non-current liabilities

In 2011, Non-current liabilities were R$1,268.0 million, up 61.2% from 2010. This increase was
largely due to the proceeds from new Borrowings and financing in the period.

Borrowings and financing

In 2011, Borrowings and financing amounted to R$1,017.7 million, growing 118.8% from 2010.
Borrowings and financings corresponded to 26.8% of our total liabilities and shareholders' equity in
2011, compared to 14.4% in 2010.

Provision for tax, civil and labor contingencies

In 2011, the provision for contingent liabilities was R$65.0 million, decreasing 12.0% from 2010.
Provisions for tax, civil and labor contingencies represented in the long term 1.7% of total liabilities in
2011 and 2.3% in 2010.

Taxes payable

In 2011, the account Taxes payable in the long term was R$140.5 million, decreasing 34.7% from
R$215.1 million in 2010, mainly due to the agreement in the state of Paraná for the tax issues
regarding the level of the value added margin (MVA). The account Taxes payable in the long term
represented 3.7% of our total liabilities and shareholders' equity in 2011, compared to 6.5% in 2010.

Shareholders' equity

Shareholders' equity decreased from R$1,257.5 million in 2010 to R$1,250.2 million in 2011,
basically due to (i) the net income in 2011, net of dividends distributed and proposed and of interest on
equity; (ii) the cumulative adjustment in the translation of the financial statements of the Corporation's
overseas subsidiaries; and (iii) the acquisition of treasury stock.
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Other equity accounts

Any equity accounts not mentioned above did not show any significant variations between the
balances in 2011 and 2010.

Uses and sources of funds

Our main sources of funds are our operations and borrowings from financial institutions.

Operations by overseas subsidiaries

The profit margin on exports from Brazil to international operations was subtracted from the COGS of
the respective operations in order to show the actual impact of these subsidiaries on the Corporation's
consolidated result. Accordingly, the pro-forma income statement for the Brazilian operations
considers only the sales made in the domestic market.
The international operations made an important contribution and already account for 11.6% of
consolidated net revenue. The operations in consolidation (Argentina, Chile and Peru) registered net
revenue growth in weighted local currency of 28.0% in 2012. EBITDA was a gain of R$78.4 million,
with EBITDA margin of 16.1% (R$43.0 million in 2011 with margin of 12.8%). In the operations in
implementation (Mexico and Colombia), net revenue in weighted local currency grew by 52.0% in the
year.
Our overseas subsidiaries registered a loss before financial impacts of R$57.8 million (corresponding
to 11.5% of net revenue) in 2011, compared to R$20.3 million (corresponding to 2.8% of net revenue)
in 2012. The operations in consolidation (Argentina, Chile and Peru) are already registering positive
cash flow.

Cash Flow
Fiscal year ended
(R$ million)
2012
2011
2010
Net cash provided by operating activities .........................................
1,342.0
663.8
973.8
Net cash used in investing activities ..................................................
(965.6)
(250.3)
(313.5)
Net cash used in financing activities .................................................
255.3
(460.1)
(595.8)
Increase (decrease) in cash and cash equivalents ..............................
628.8
(44.6)
59.9

Our cash flow derives primarily from our operational activities and may vary in accordance with the fluctuations in our
operating revenue, cost of goods sold, operating expenses and financial gains or losses. Our main source of funds is the
revenue from sales to Natura Consultants.

Internal cash flow in the year was R$1,040.7 million, an increase of 7.9%, which is line with the 3.7% growth in net
income in the period. Of this sum, R$281.1 million was used in working capital and R$437.4 million in Property, plant and
equipment. As a result, free cash flow was R$884.3 million, up 115.4% from 2011.
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We continue to observe an increase in inventory coverage, driven primarily by the lower-than-expected sales. We also
observed a decrease in recoverable taxes due to the use of PIS and Cofins tax credits on services, financial income and
freight recognized in 2011.
In 2012, our current capital (current assets less current liabilities) was approximately R$963.6 million, compared to
R$928.5million in 2011 and R$691.9 million in 2010. We believe our current capital is sufficient to meet our current needs.

Uses of funds

Our funds are used mainly to pay our borrowings, make investments and pay dividends and interest on equity. In 2012, we
had R$2,324.5 million in short and long term Borrowings and financing. In 2011, these amounts were R$1,186.7 million.

We paid dividends and/or interest on equity (net) of R$846.1 million in 2012, R$814.5 million in 2011 and R$710.5
million in 2010.

Our investments totaled R$846.1 million in 2012, R$346.4 million in 2011 and R$236.9 million in 2010. See details of our
investments below in the section "Investments".

Investments

Our operational activities require regular investments, particularly those related to the development of our infrastructure
and the acquisition of the tools used in our business, such as software, machinery, tools, vehicles and industrial molds.

The following table shows the investments made in the periods indicated:
Fiscal year ended
2012
2011
2010
(R$ million)
Software and information technology equipment
111.1
66.4
61.6
Machinery, tools and accessories ..........................................
22.5
45.0
29.7
Vehicles .................................................................................
20.4
21.0
24.2
Buildings and facilities ..........................................................
3.1
6.1
7.2
Molds
(1)

.................................................................................
13.9
15.3
17.0
IT machinery and equipment .................................................
12.8
11.4
7.3
Furniture and fixtures ............................................................
5.2
5.7
1.6
PPE in progress/ advances to suppliers .................................
235.4
165.7
84.6
Other investments ..................................................................
13.1
9.8
3.7
Total investments ..................................................................
437.5
346.4
236.9
_____________________
(1)
These are steel molds made especially for use by our suppliers to produce plastic bottles and packaging for our products. We hold
ownership of these molds.
Our investments were in general guided by the need to better meet the need for improvements in
logistics and in our information technology structures.

In the fiscal years from 2009 to 2012, there were no relevant capital divestments. In the same period,
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there were also no investments made related to interests held in companies outside of the Natura
Group.

For its investments in expanding its manufacturing and inventory capacities, the Corporation is
seeking credit lines. Financing lines are important for supporting our expansion. However, we believe
that we will be able to implement our current expansion projects using own resources, in a scenario
marked by a shortage of liquidity in the financial market.

10.2 The Officers must comment on:

(a) the results from the operations of the Corporation, in particular: (i) a description of any important
revenue components; and (ii) factors that materially affect the operating results of the
Corporation

In Brazil, our Corporation operates on an integrated basis in Brazil's cosmetic, fragrance and toiletry
industry, engaged in the development, manufacture, distribution and marketing of products. We also
are present in seven other countries in Latin American and Europe: Argentina, Bolivia, Chile,
Colombia, Mexico, Peru and France. The operations in Venezuela were discontinued in 2010.

Nearly all (88.4% in 2012) of our gross revenue is denominated in Brazilian real and derives from the
sale of our products to our Natura Consultants. The number of Natura Consultants and their
productivity are among the main drivers of growth in our gross operating revenue. Our revenue
denominated in foreign currency derives from our sales in other countries where we have operations
and from the exports made to our distributor in Bolivia and to Duty Free.

In addition to the activities directly undertaken by the Corporation, our organizational structure also
includes the subsidiaries, whose activities are described below:
· Indústria e Comércios de Cosméticos Natura Ltda.: is engaged primarily in the manufacture
and marketing of Natura brand products for the Corporation and for our subsidiaries abroad;
· Natura Logística e Serviços Ltda.: is engaged primarily in providing administrative and
logistics services to the companies of our conglomerate based in Brazil;
· Natura Inovação e Tecnologia de Produtos Ltda.: is engaged primarily in developing products
and technologies and conducting market research. It is a wholly owned subsidiary of Natura
Innovation et Technologies de Produits SAS - France, which is the research satellite
inaugurated in Paris in 2007;
· Ybios: the activities of Ybios consist of research, management, project development, products
and services in the field of biotechnology, including through partnerships and agreements with
universities, foundations, companies, cooperatives and associations, as well as other
government and private entities;
· Natura Cosméticos S.A. ­ Chile, Natura Cosméticos S.A. ­ Peru, Natura Cosméticos S.A. ­
Argentina, Natura Cosméticos Ltda. ­ Colombia, and Natura Distribuidora de Mexico, S.A. de
C.V.:
these companies engage in activities similar to those of the Corporation in Brazil; and
· Natura Europa SAS and Natura Brasil SAS: are engaged primarily in the buying, selling,
importing, exporting and distribution of cosmetic, fragrance and toiletry products.
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Our revenue is almost entirely generated by our operations. The following table shows the contribution
from our subsidiaries, which together accounted for 11.6% of our gross revenue in the fiscal year
ended December 31, 2012:
Fiscal year ended on
December 31,
2012
2011
2010
Subsidiaries
(% contribution)
Operations in Consolidation
7.7%
6.0%
4.8%
Operations in Implementation
3.6%
2.7%
1.6%
Other (Bolivia and Duty Free)
0.3%
0.3%
0.4%
Total Subsidiaries
11.6%
9.0%
6.8%
Total Natura Cosméticos
88.4%
91.0%
93.2%
Total
100.0%
100.0%
100.0%
Brazilian economic scenario

Brazil's economic scenario directly affects our financial position and our operating result. Sudden
changes in economic policy and in economic conditions that already took place or might happen in the
future have demanded, and will continue to demand, constant evaluation of the risks associated with
our activities and corresponding adjustments to our business strategy. Household income and
employment levels, especially, are factors that drive the growth of our business. Moreover, our
production costs are affected by inflation and by foreign exchange variations, which affect the cost of
imported components that we use in our products. Nevertheless, our sales model has been perseverant
during economically difficult times, especially due to the role direct sales as an additional source of
household income.

The Brazilian economy has remained relatively stable for several years, even registering growth,
despite the world economic crisis. The country's GDP measured by the Brazilian Institute of
Geography and Statistics (IBGE) grew 5.1% in 2008, dropped 0.2% in 2009 and once again grew
7.5%, 2.7% and 1.2% in 2010, 2011, and 2012, respectively. Inflation, as measured by the Extended
Consumer Price Index (IPCA) and published by IBGE, stood at 5.9%, 4.3%, 5.9%, 6.5% and 5.7% p.a.
in 2008, 2009, 2010, 2011 and 2012, respectively.

The increased buying power resulting from the increase in household income among the low and
middle income families in 2010 and 2011 has driven up consumption in Mexico. The economic
recovery stimulated basic industry and contributed to the trade surplus.

In 2012, GDP growth slowed down even with the unemployment remaining low. The IPCA remained
within the target set by the Brazilian government, despite efforts to stimulate economic activity, which
has been affected by the reduction in imports of Brazilian products by China and the United States.
The buying power of Brazil's middle class continued to increase and the higher consumption partly
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offset the negative effects of lower private investments on GDP.

The following table shows the changes in GDP and interest rates for years ended December 31, 2008,
2009, 2010, 2011 and 2012.
December 31
2008
2009
2010
2011
2012
Growth (reduction) in GDP(1) .................................
5.1%
(0.3)%
7.5%
2.7%
0.9%
Average CDI(2) rate .................................................
12.3%
9.8%
9.7%
11.6%
8.4%
TJLP(3) ....................................................................
6.3%
6.0%
6.0%
6.0%
5.5%
___________________________
(1)
As measured by IBGE's new methodology for the period from 2008 through 2011 and by the Central Bank of Brazil in 2012.
(2)
CDI rate is the average of the daily interbank rates practiced in Brazil (past 12 months). Source: CETIP
(3)
CDI rate is the average of the daily interbank rates practiced in Brazil (past 12 months). Source: BNDES

Effects of inflation and foreign exchange variation
Until the adoption of the Real Plan in 1994, for many years Brazil witnessed high, and generally
unpredictable, rates of inflation and constant devaluation of its currency against the U.S. dollar. Since
the introduction of the real in 1994, the inflation rate has been significantly lower than in earlier
periods. The following tables shows the annual inflation indices measured in terms of IGP-M (General
Market Price Index) and IPCA (Extended Consumer Price Index), as well as variations of the Brazilian
real against the U.S. dollar, using the exchange rates announced by the Central Bank on the last date of
each period:

December 31
2008
2009
2010
2011
2012
Inflation (IGP-M)(1)
9.8%
(1.7)%
11.3%
5.1%
7.8%
Inflation (IPCA)(2)
5.9%
4.3%
5.9%
6.5%
5.8%
Foreign exchange rate (end of period) (R$/US$)
2.34
1.75
1.69
1.84
2.04
Foreign exchange rate variation (R$/US$)
32.2%
(25.6)%
(4.5)%
12.6%
8.9%
___________________________
(1)
Inflation (IGP-M) is the General Market Price Index measured by the Getúlio Vargas Foundation (FGV).
(2)
Inflation (IPCA) is the Extended Consumer Price Index measured by IBGE.
Foreign exchange variations affect, and will continue to affect, our financial conditions and operating
result. They also affect our monetary assets and liabilities denominated in Brazilian real. The value of
these assets and liabilities in dollar declines when the real weakens against the dollar and increases
when the real strengthens against the dollar. During periods of devaluation of the real, we report (a) a
revaluation of the losses from monetary assets denominated in real, and (b) a revaluation of the gains
from monetary liabilities denominated in real.
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(b) revenue variations attributed to changes in prices, exchange rates, inflation, volumes and the
launch of new products and services

Our operating revenue is directly impacted by changes in the quantity of products sold by our Natura
Consultants and the prices of such products.
In fiscal year 2012, consolidated gross revenue was R$8,566.1, increasing by 13.7%. Our total
consultant base reached 1,570 thousand, growing 10.5% compared to 2011. In Brazil, we ended 2012
with 1,268 thousand consultants, which represents growth of 7.9%, and with 12,125 Super Consultants
(CNOs). In the international operations, we ended the year with 304 thousand consultants, for growth
of 22.8%.
In fiscal year 2011, consolidated gross revenue was R$7,535.8, increasing 8.3% in relation to 2010.
This growth reflects the 14.3% expansion in the number of consultants on a consolidated basis, as well
as the good execution and successful product launches in the period.

In fiscal year 2010, consolidated gross revenue was R$6,959.8, increasing 20.2% in relation to 2009.
This growth reflects the 18.0% expansion in the number of consultants on a consolidated basis, as well
as the good execution and successful product launches in the period.

Note that the prices practiced in the Corporation's industry are characterized by gradual increases over
time, basically due to (i) the higher production costs; and (ii) the higher demand for higher-value
products. Consistent gains in productivity in the industry have allowed manufacturers to avoid fully
passing through their cost increases to consumers. Furthermore, the low concentration of suppliers and
the high level of competition among them minimize the increases in raw material costs.

We expect consumer prices to continue growing gradually and that companies will continue to achieve
productivity gains to avoid fully passing through their cost increases to consumers.

For information on the impacts of inflation, exchange and interest rates on the performance of the
Corporation, see item (c) of this item 10.2. below.
(c) impact of inflation, variations in the prices of main inputs and products, the exchange rate and
interest rates on our operating and financial results

Inflation

The Corporation's results have been affected by inflation. Most of our costs and expenses are incurred
in Brazilian real and are increased when our suppliers or service providers raise their prices. Our
service providers in general use the IPCA price index to adjust their prices, while our suppliers in
general use the INPC consumer price index published by the Brazilian Geography and Statistics
Institute (IBGE) and the IGP-M general price index published by the Getúlio Vargas Foundation
(FGV) or a variation in the prices of certain commodities to adjust their prices for inflation. Our gross
revenue is also indirectly affected by inflation, since in general we pass through part of our cost
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increases to consumers through price increases.

Foreign exchange

Due to the accounts receivable and financial obligations of various natures undertaken by the
Corporation in foreign currencies, a Currency Hedge Policy was implemented that establishes the
levels of exposure connected with these risks.

Our operating and financial results are affected by fluctuations in the exchange rate between the
Brazilian real and the U.S. dollar and between the Brazilian real and the euro, mainly regarding: (i)
changes in the costs of raw materials and packaging that are imported or pegged to the dollar; (ii) our
financing pegged to foreign currencies; and (iii) the costs of products sold in Brazilian real to our
subsidiaries that conduct operations in Argentina, Chile, Peru, Mexico, Colombia and France.

For their currency exposure, the Corporation and its subsidiaries contract operations with derivative
instruments such as swaps and forward currency purchases known as Non Deliverable Forwards
(NDF). The currency hedge policy determines that the hedge instruments contracted by the
Corporation must limit the losses from currency devaluation in relation to the net income projected for
the current fiscal year, based on a certain estimate of currency devaluation in relation to the U.S.
dollar. This limit sets the ceiling or the maximum currency exposure allowed by the Corporation.

Interest Rates

Since the Corporation does not have significant interest-bearing assets, the results and operating cash
flow of the Corporation are substantially independent of changes in market interest rates.

The Corporation's interest rate risk derives from short- and long-term financial investments and loans
and financing facilities. The Corporation's management has a policy of maintaining the indexers of its
exposures to the interest rates of its funding and lending operations linked to floating rates. The
financial investments and loans and financing facilities, except those contracted based on the Long-
Term Interest Rate (TJLP), are restated by a floating rate (CDI rate), in accordance with the contracts
signed with financial institutions and the securities traded with investors in this market.

The Corporation contracts swap derivative instruments with the goal of mitigating the risks of its loan
and financing operations contracted with indexers other than the CDI rate.

The Corporation's business is affected by interest rates to the extent that higher interest rates could
lead to lower household consumption. However, recent history has shown that our business model,
which is very dependent on credit, has not suffered significant impacts from interest rate fluctuations.

The Corporation has not experienced difficulties or suffered financial losses arising from interest rate
volatility in the fiscal years ended December 31, 2010, 2011 and 2012.

10.3 The Officers must comment on any relevant effects that the following events have caused
or are expected to cause on its financial statements and results:
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(a) the introduction or divestment of operating segments

There were no introductions or divestments of operating segments in our activities during the fiscal
years ended December 31, 2010, 2011 or 2012 that caused or are expected to cause relevant effects on
the financial statements or results of our Corporation.

(b) the constitution, acquisition or divestment of ownership interests

On December 20, 2012, Natura Cosméticos S.A. entered into a definitive purchase agreement for the
acquisition, subject to conditions precedent, of 65% of Emeis Holdings Pty Ltd. an Australian
manufacturer of premium cosmetics and beauty products under the "Aesop" brand, with operations in
Australia, Asia, Europe and North America. The acquisition price agreed upon was AU$68.25 million,
subject to certain adjustments.

The acquisition was concluded on February 28, 2013 and was paid with the Corporation's cash.

(c) atypical events or operations

No atypical events or operations occurred during the fiscal years ended December 31, 2010, 2011 or
2012 that caused or are expected to cause relevant effects on the financial statements or results of our
Corporation.

10.4. The Officers must comment on:

(a)
any significant changes in accounting practices

None

(b)
any significant effects of the changes in accounting practices

None

(c)
any qualifications or emphasis of matter paragraphs in the auditor's report

None

10.5 The Officers must indicate and comment on critical accounting policies adopted by the
Corporation, exploring in particular any accounting estimates made by management about
uncertain and relevant matters for describing the financial situation and results, which require
subjective or complex judgments, such as: provisions, contingencies, revenue recognition, tax
credits, long-term assets, useful life of non-current assets, pension plans, adjustments of foreign
currency conversion, environmental recovery costs, criteria for impairment testing assets and
financial instruments

The main accounting practices are those that are relevant to portraying our financial condition and our
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results, and whose determination is more difficult, subjective and complex, frequently requiring
estimates about inherently uncertain issues. To the extent that the number of variables and assumptions
related to such uncertain and future matters increase, these determinations become even more
subjective and complex. To describe the manner in which our management makes these
determinations concerning future events, including the variables and assumptions underlying such
estimates and the sensitivity of such judgments under different circumstances, we highlight the
following accounting practices:

Property, plant and equipment

These are recorded at the acquisition and/or construction cost, and augmented, when applicable, by
capitalized interest during the construction period for the cases of qualifying assets, and net of
accumulated depreciation and impairment losses, when applicable.

The rights to tangible assets destined for the maintenance of activities of the Corporation and its
subsidiaries, originating from financial leasing operations, are booked as if they were a financed
acquisition, with one property, plant and equipment asset and one financing liability being booked at
the beginning of each operation, and the assets are also subject to depreciation calculated according to
the estimated useful lives of the respective assets. Land is not depreciated. The depreciation of other
assets is calculated using the straight-line method to distribute their value over the estimated useful life
and the same is reviewed annually.

Gains and losses from divestments are calculated by comparing the sale amount with the residual book
value and recognizing the difference in the income statement.

Operations with derivatives

Operations with derivative financial instruments, contracted by the Corporation and its subsidiaries,
are confined to swaps and non-deliverable forwards (NDF), solely for hedging against foreign
exchange risks associated with positions in the balance sheet, as well as cash flows from capital
infusions in the subsidiaries projected in foreign currencies.

They are measured at their fair value and the differences are carried to the year's result, except when
they are designated in cash flow hedge accounting, whose changes in fair value are booked under
"Other comprehensive income' in the balance sheet.

The fair value of derivative instruments is calculated by the treasury area of the Corporation based on
information about each operation contracted and the respective market information on the closing
dates of the financial statements, such as interest and foreign exchange rates. In cases where
applicable, such information is compared with the positions informed to the trading desks of each
financial institution involved.
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Though the Corporation and its subsidiaries use derivatives for hedge purposes, they do not employ
hedge accounting.

Provisions

- Contingent liabilities

These are recognized when the Corporation and its subsidiaries have a present or non-formalized
obligation of past events and it is probable that an outflow of resources is necessary to settle the
obligation and the value might be estimated safely. The provisions are quantified at the present value
of the disbursal expected for settling the obligation using an adequate discount rate according to the
risks related to the liability. They are restated up to the dates of the balance sheets by the estimated
amount of probable losses, subject to their nature and based on the opinion of the Corporation's legal
advisors.

- Provision for credits of doubtful settlement

Natura Consultants have direct contact with their customers and make fundamental use of our sales
catalog Revista Natura, which is printed every Sales Cycle. Natura Consultants acquire our products
and pay for their orders in installments, with payment in twenty-one days or in forty-two days on
certain special dates of the year, for resale to their customers, at prices, terms and conditions freely
agreed between them. We may cancel the contracts with Natura Consultants that fail to pay for our
products, who are prevented from placing new orders if the previous order has not been paid. Due to
the default of certain Natura Consultants, we constitute in our financial statements provisions for the
credits of doubtful settlement based on our estimates of the probable losses in realizing receivables,
taking into account the historical data for defaults. We analyze our accounts receivable and the
probability of collections on a monthly basis and note that historically out default levels have been
considerably low, given the high dispersion of our portfolio of Natura Consultants. We do not have
detailed information or any communication with final consumers other than the Natura Consultants.
We do not have any legal recourse against the final consumers of our products for receiving the
payments owed by Natura Consultants. If the financial situation of Natura Consultants deteriorates and
prevents them from making payments, additional amounts may be provisioned.

- Provision for losses in realizing inventories

We also recognize provisions for probable losses of (i) product inventories that have been discontinued
or that we plan to discontinue; (ii) excessive inventories of raw materials in relation to the projected
sales of the product in which they are used for the next twenty-four months; and (iii) inventories of
finished products for which the expiration date will occur before the product can be sold. We update
these provisions on each closing date of the balance sheet.

Stock option plans

The Company offers its executives stock option plans, settled exclusively with its shares. The stock
option plan is measure at the fair value on the date of grant. To determine the fair value, the
Corporation uses the binomial valuation method.
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The cost of transactions settled with equity instruments is recognized, together with the corresponding
increase in shareholders' equity to the "Additional paid-up capital" line during the period in which the
performance and/or terms of service are complied with, ending on the date on which the employee
acquires the full right to the premium (acquisition date). The accumulated expense recognized for
transactions settled with equity instruments on each base date until the acquisition date reflects the
duration of expiry of the acquisition period and the Corporation's best estimate as to the number of
equity instruments that will be acquired. The expense or credit in the income statement of the period is
registered under the item "administrative expenses".

When a premium for settlement with equity instruments is canceled, it is treated as if it were acquired
on the date of cancellation and any unrecognized premium expense is registered immediately. This
includes any premium in which the conditions for non-acquisition within the control of the
Corporation or the counterparty were not met. All cancellations of transactions settled with equity
instruments are treated in the same manner.

Consolidation of the financial statements of subsidiaries

Subsidiaries are all the entities in which the Corporation has the power to govern the financial and
operational policies to obtain benefits from their activities and in which it normally holds interest of
more than 50%. In cases where applicable, the existence and the effect of potential voting rights,
which are currently exercisable or convertible, are taken into consideration while evaluating if the
Corporation controls or not another entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Corporation and are ceased to be consolidated, where applicable, from the
date on which control ceases to exist.

In cases where control is held jointly, consolidation of financial statements is done in proportion to the
percentage interest.

10.6 Regarding the internal controls adopted to ensure the preparation of reliable financial
statements, the Officers must comment on:

(a) the degree of efficiency of such controls, indicating any defects and measures adopted to correct
them

We believe in the efficiency of the internal controls and procedures which we adopt to ensure the
quality, precision and reliability of our financial statements. That is why, in the opinion of our
management, our financial statements adequately present the profit and loss of our operations and our
financial and equity positions on the respective dates.

We emphasize that the financial results in the financial statements do not necessarily indicate the
results that can be expected in any other period or fiscal year.
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We have sought to achieve the highest levels of governance, enhancing and reinforcing the set of
controls and internal procedures. As a result we received the SOx certification, which is based on the
criteria of the U.S. Sarbanes-Oxley Act for companies listed on the New York Stock Exchange.

Natura was one of the first Brazilian companies to receive SOx certification without being legally
required to meet these standards. In our view, the principal benefit of employing a more efficient set of
controls is in providing transparency and security to our stakeholders regarding the execution of our
operations, ensuring that our financial statements accurately portray our business processes.

In February 2013 and 2012, we received the final reports from the independent auditor for fiscal years
2011 and 2012, which did not include any qualifications; in other words, stating that we continue to
comply with all SOx requirements.


(b) deficiencies and recommendations concerning the internal controls made in the report of the
independent auditor

The reports of our independent auditors regarding our financial statements for the fiscal years ended
December 31, 2010, 2011 and 2012 did not indicate any deficiencies or recommendations about the
internal controls and procedures we use to prepare our financial statements.

10.7 If the Corporation has carried out any public securities distributions, the Officers must
comment on:

(a) how the proceeds from the offer were used

Not applicable.

(b) if there were any relevant deviations between the effective use of the proceeds and the proposed
uses disclosed in the prospectus of the distribution

There were no deviations between the effective use of the proceeds and the proposed uses disclosed in
the documents related to the Restricted Offer.

(c) if there were any deviations, the reasons for such deviations

Not applicable.

10.8 The Officers must describe the relevant items not shown in the financial statements of the
Corporation, indicating:

(a) the assets and liabilities held directly or indirectly by the Corporation that do not appear on its
balance sheet (off balance sheet items), such as (i) operating leases, assets and liabilities; (i)
portfolios of written off receivables for which the entity continues to carry risks and
responsibilities, indicating the respective liabilities; (ii) contracts for the future purchase and
sale of products or services; (iv) contracts for unfinished construction projects; and (v)
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contracts for the receipt of financing in the future

The Corporation does not maintain any operations, contracts, obligations or other types of commitment
with unconsolidated subsidiaries or other liability operations that could generate relevant effects, in the
present or future, on its financial situation and/or changes in its financial situation, revenues or
expenses, operating income, liquidity, capital costs or capital resources that are not recorded on its
balance sheet.

(b) Other items not shown on the financial statements

There are no other relevant items that do not appear in our financial statements.

10.9 For each item not shown on the financial statements indicated in item 10.8, the Officers
must comment on:
(a) how such items change or could come to change the revenues, expenses, operating income,
financial expenses or other items on the financial statements of the Corporation

Not applicable.
(b) the nature and purpose of the operation
Not applicable.
(c) the nature and amount of liabilities undertaking and the rights generated on behalf of the
Corporation as a result of the operation
Not applicable.
10.10 The Officers must indicate and comment on the main elements of the Corporation's
business plan, exploring the following topics in particular:

(a) Investments, including: (i) quantitative and qualitative description of the ongoing investments and
projected investments; (ii) funding sources of the investments; and (iii) the relevant ongoing
divestments and projected divestments

Investments

Our operating activities require regular investments, particularly those related to the development of
our infrastructure and the acquisition of items used in our business, such as machinery, software, tools,
vehicles and industrial molds. Such investments are in general guided by the need to meet the growing
demand for our products.

The following table shows the investments made in the periods indicated:
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Fiscal year ended on December 31,
2012
2011
2010
(in R$ million)
Information technology software and equipment
111.1
66.4
61.6
Machinery, tools and accessories ................................
22.5
45
29.7
Vehicles .......................................................................
20.4
21
24.2
Buildings and facilities ................................................
3.1
6.1
7.2
Molds
(1)
.......................................................................
13.9
15.3
17
Computer machinery and equipment ...........................
12.8
11.4
7.3
Furniture and fixtures ..................................................
5.2
5.7
1.6
Fixed asset in progress/ advances to suppliers ............
235.4
165.7
84.6
Other investments ........................................................
13.1
9.8
3.7
Total investments .........................................................
437.5
346.4
236.9
_____________________
(1)
These are steel molds made especially for use by our suppliers to produce plastic bottles and packaging for our
products. We hold ownership of these molds.
We plan to continue the efforts to obtain gains in operating efficiency and productivity based on the
infrastructure platform already installed and an increase in scale. Since 2008, we have obtained
productivity gains due to the improvements implemented in our manufacturing process, the reduction
in our SKUs and the better management of inventory. We will also continue our efforts to decentralize
distribution and improve the logistics structure (with the implementation of new distribution centers).
We also expect to continue adopting other actions related to our operational efficiency, such as:
improving the efficiency of our loss-prevention process and redesigning our sales catalog.

The investments in infrastructure will provide the foundation for a new cycle of growth at Natura.
Since 2009, our logistics structure has undergone significant transformations. We aim to ensure that
our products reach the hands of our consultants even faster, with a reduction in cost per order and in
greenhouse gas emissions.
In 2011, we inaugurated a Distribution Center (DC) and three more DCs underwent capacity
expansion, with the lines substituted. Equipped with high technology picking lines, high levels of
automation and low energy consumption, we are prepared to meet a higher number of orders,
including those with fewer items, allowing for deliveries to be divided into smaller batches. This
allows for productivity gains and a reduction in order costs.
In 2013, we will continue this expansion by inaugurating a Distribution Center and a hub in São Paulo.
With the investments made, we accelerated by almost two years the planning schedule for revamping
the logistics network. Our objective is to significantly reduce the service response time for our
consultants.
In our international operations, we also obtained efficiency gains in the logistics operations, with new
planning for the distribution operations in Latin America, which centralized services in Colombia and
Mexico. We consolidated the perfume bottling operations in Argentina, which was begun in 2011, and
we began to produce soaps in Colombia. With these initiatives, we expect to significantly increase the
percentage of products manufactured locally.
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Financing Sources

To undertake the investments described above, the Corporation uses its own resources, seek lines of
credit from financial institutions and/or seeks funding in Brazil's capital markets through the issue and
public distribution of equity and securities.

Accordingly, the Corporation was able to carry out the first issue of non-convertible unsecured
debentures, with unit face value of R$1,000 in a single series, in the total amount of R$350 million and
without financial covenants, in accordance with CVM Instruction 476/09 of May 26, 2011, which were
issued on May 26, 2011 and subscribed and fully paid up on May 28, 2011, with semiannual interest
payments in May and November and repayment of the principal on May 26, 2013.

Divestitures

There are no relevant ongoing capital divestitures or projected for the coming years.

(b) if already disclosed, indicate the acquisition of plants, equipment, patents or other assets that
should materially influence production capacity

We have not disclosed any plans and/or projects for the acquisition of plants, equipment, patents or
other assets that could materially influence our production capacity.

(c) new products and services, indicating: (i) a description of the ongoing research already disclosed;
(ii) the total amounts spent on research for the development of new products or services; (iii) the
projects under development already disclosed; and (iv) the total amounts spent on the
development of new products or services

We offer a large variety of cosmetics, fragrances and toiletry products and we continue to develop new
products. We believe that we cannot innovate by considering only the consumer and the competition,
but rather must take into consideration the fact that society now faces an unprecedented challenge of
finding paths to increase its own sustainability. In this sense, we seek to develop products that reflect
our positioning.

One of the main directions of innovation is the sustainable use of biodiversity. We translate this
concept by creating and developing new products using native and exotic species and adopting
ecological models for plant production and an input certification program in partnership with rural
suppliers, such as traditional communities and family farmers that can contribute to conserving
biodiversity.

Creating new concepts and innovations, valuing traditional knowledge and preserving the environment
are the principles that form our set of efforts in product innovation and development. In this sense, we
always seek to innovate by promoting social inclusion and environmental conservation, while
establishing goals compatible with sustainable development.
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Innovation is an essential aspect for ensuring Natura's sustainability. Accordingly, in 2012, our
innovation index (share in the last 12 months of revenue generated by products launched in the last 24
months) reached 67.2%.
Fiscal year ended on
December 31,
2012
2011
2010
Number of products launched
104
168
191
Investments in innovation (R$ million)
154
147
140
Percentage of net revenue invested in
innovation
2.6%
2.7%
2.8%
Innovation index (1)
67.2%
64.8%
65.7%
(1)
Gross revenue from products launched or enhanced in the last
24
as a ratio of total gross revenue in the year.
In this scenario, Natura's open innovation program plays a fundamental role, which seeks to foster the
development and acquisition of new technologies through partnerships with universities and research
centers in Brazil and abroad. In 2006, the initiatives were reviewed and expanded with the launch of
the Natura Technological Innovation Campus Program, and in 2007 with the launch of the Natura
Campus Portal (www.natura.net/campus). The website promotes our relationships with science and
technology institutions in Brazil and allows research groups to register and submit proposals for
projects. Currently around 50% of our portfolio of technological projects comes from the open
innovation model, which underscores the importance of these initiatives for Natura's innovative
processes.

The Natura Campus Program is supported by the programs to foster research and development of the
National Council for Scientific and Technological Development (CNPq), the São Paulo State Research
Support Foundation (FAPESP) and the Financing and for Research and Projects (FINEP), which
facilitates and/or co-finances equipment, scientific scholarships and research material for the
participating universities.

The Program also includes the Natura Technological Innovation Award. The award recognizes the best
research project conducted in partnership with Natura.

The first edition of the award took place in December 2008, with the award ceremony held at Casa
Natura in Campinas, São Paulo. The second edition of the award took place in December 2010, with
the ceremony held at the Natura site in Cajamar, São Paulo. Both ceremonies brought together
representatives of universities from all over Brazil, research institutions and the country's main entities
involved in promoting research.

At Natura, innovation is also expressed in the packaging of our products. In addition to the description
of all the ingredients used, which is a mandatory legal requirement, since 2007 we have included
environmental information in our launches that includes the origin and destination of the materials
which is used as a way to build consumer awareness on the environmental impacts.

Finally, the safety of our consumers guides all our product development processes. With the
supervision of the Product Safety Committee, which is formed by professionals from various areas, we
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take special care with all new ingredients and formulas, which are rigorously tested by dermatologists
or multidisciplinary teams and analyzed by specialists in product safety. We also maintain the
Cosmetic Surveillance System, which monitors any potential adverse effects of the products to feed
the innovation process.

10.11. Comments by the Officers of the Corporation on other factors that materially influenced
operating performance and were not identified or commented on in the other items of this
Section


The Officers are of the opinion that no other factors exist that materially influenced operational
performance that were not identified or commented on in the other items of this Section 10.
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EXHIBIT II
INFORMATION ON THE PROPOSED ALLOCATION OF INCOME REQUIRED BY CVM
INSTRUCTION 481/09
1. Information on net income from the fiscal year:
R$ 861,223,452.14
2. Information on total amount and amount per share of dividends, including anticipated dividends
and interest on equity ("IOE") already declared:
R$ 846,125,681.28 (Dividends (+) Net IOE ref. 2012 (­) Tax Incentive Reserve). Per share:
1.97148711
3. Information on the percentage of net income from the fiscal year distributed:
100% (corresponding to Dividends (+) Net IOE / Dividend Calculation Base (-) Tax Incentive
Reserve)
4. Information on total amount and amount per share of dividends distributed on the basis of income
from previous fiscal years:
R$ 814,589,658.92 (Dividends + Net IOE ref. 2011). Per share: R$1.89678240
R$ 710,470,492.34 (Dividends + Net IOE ref. 2010). Per share: R$1.64937600
R$ 591,303,058.36 (Dividends + Net IOE ref. 2009). Per share: R$1.37448000
R$ 491,060,407.31 (Dividends + Net IOE ref. 2008). Per share: R$1.14540000
R$ 409,249,699.46 (Dividends + Net IOE ref. 2007). Per share: R$0.95450001

5.
Information, if deducted, on anticipated dividends and interest on equity already declared:
a. Gross amount of dividends and interest on equity, separately, per share of each type and
class:

Dividends: R$ 469,512,954.93 = R$ 1.09367629
Gross IOE: R$ 21,831,846.93 = R$ 0.05085477
Net IOE: R$ 18,557,069.89 = R$ 0.04322656

b. Manner and term for payment of dividends and interest on equity:
Paid annually. However, payments have been anticipated to the month of August and
the balance is paid in April of the following year.
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c. Any monetary restatement and interests on dividends and interest on equity:

Not applicable.
d. Date of declaration of payment of dividends and interest on equity considered for
identifying shareholders entitled to receive the same
Cash earnings in the allocation of net income related to fiscal year ended 12.31.2012
Earnings
Event-Date
Amount (R$)
Amount of R$/share
Payment date
Common share
Interest on
Equity*
Board of Directors
Meeting ("BDM") of
July 25, 2012
R$
36,514,869.13
R$0.08511173
(R$0.07234497, after
15% withholding income
tax)
15,08,2012
Dividends*
BDM of July 25,
2012
R$
327,018,017.70
R$
0.76223929
15,08,2012
Interest on
Equity**
BDM of Feb. 6,
2013***
R$
21,831,846.93
R$
R$0.05085477
(R$0.04322656, after
15% withholding income
tax)
17,04,2013
Dividends**
BDM of Feb. 6,
2013***
R$
469,512,954.93
R$
1.09367629
17,04,2013
* Said interest on equity and dividends were calculated based on the ownership structure on July 25, 2012, and as of July 26, 2012, the
Corporation's shares were traded ex-interest on equity and dividends.
** Said interest on equity and dividends were calculated based on the ownership structure on February 15, 2013, and as of February 18,
2013, the Corporation's shares were traded ex-interest on equity and dividends.
*** The Board of Directors' meeting held on February 6, 2013 resolved to recommend the approval, by the shareholders of the
Corporation at the Annual Shareholders' Meeting called for April 12, 2013, of the payment of dividends and IOE.

6. If there has been declaration of dividends or interest on equity based on income calculated in
semiannual balance sheets or balance sheets for shorter periods:
a. Information on the amount of dividends or interest on equity already declared:
1
st
half of 2012
Net IOE: R$ 31,037,640.00
Gross IOE: R$ 36,514,869.13
Dividends: R$ 327,018,017.70
b. Information on the date of the respective payments
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August 15, 2012

7. Presentation of comparative table indicating the following amounts per share of each type and class:
a. Net income from the fiscal year and the three (3) previous fiscal years
b. Dividend and interest on equity distributed in the three (3) previous fiscal years
Fiscal Years ended December 31
2012
2011
2010
2009
2008
Net Income
861,223,452.14 830,900,897.69 744,049,778.89 683,923,098.58 525,780,821.00
Net Dividends and IOE
distributed
846,125,684.89 814,589,658.92 710,470,492.34 591,303,058.36 491,060,407.31
Earnings per share
1.971487109
1.8967824
1.649376
1.37448
1.1454

8.
In the event of allocation of profits to legal reserve
a. Amount allocated to legal reserve
b. Details on the method for calculating legal reserve
There was no allocation.
9.
If the Company has preferred shares entitled to fixed or minimum dividends
a. Description of the method for calculating fixed or minimum dividends

b. Information as to whether income from the fiscal year is sufficient to cover the full
payment of fixed or minimum dividends

c. Identification if a certain unpaid portion is cumulative

d. The total amount of fixed or minimum dividends to be paid to each class of preferred
shares

e. The fixed or minimum dividends to be paid per preferred share of each class
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Not applicable
10.
In respect of the mandatory dividend
a. Description of the method for calculating envisaged in the Bylaws

According to Chapter IV of Article 28 of the Bylaws:

"Shareholders shall be entitled to receive, in each fiscal year, as dividends, a minimum
mandatory percentage of thirty per cent (30%) of the net income, with the following
adjustments:

I. The addition of amounts resulting from the reversal, during the fiscal year, of previously
constituted contingency reserves;

II. The deduction of sums allocated, during the fiscal year, to the constitution of legal reserve
and contingency reserves.

III. Whenever the mandatory minimum dividend exceeds the realized portion of net income
from the fiscal year, the Management may propose, and the Annual Shareholders' Meeting
approve, the allocation of surplus to the constitution of unrealized profits reserve (article 197
of Law 6,404/76, as amended by Law 10,303/01)."
a.
Information on whether it is being paid in full.

Yes
b.
Information on any amount withheld.
Not applicable
11.
If there is withholding of mandatory dividend due to the financial condition of the Corporation:
a. Information on the amount withheld; b. Brief description of the financial condition of the
Corporation, and the aspects related to the analysis of liquidity, working capital and positive cash
flows; and c. Justification for the withholding of dividends.

Not applicable
12.
If there is allocation of income to contingency reserves: a. Identification of the amount
allocated to the reserve; b. Identification of any loss deemed probable and its motive; c. Explanation
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on why was the loss deemed probable; and d. Justification for the constitution of the reserve.
Not applicable
13.
If there is allocation of income to unrealized profit reserve: a. Identification of the amount
allocated to the unrealized profit reserve; and b. Information on the nature of the unrealized profits that
originated the reserve.
Not applicable
14.
If there is allocation of income to statutory reserves: a. Description of the clauses in the Bylaws
providing for the reserves; b. The amount allocated to the reserve; and c. Description on how such
amount was calculated.
Not applicable
15.
Withholding of profits provided for in the capital budget:
There will be no withholding for the capital budget.

16.
If there is allocation of net income to tax incentive reserve:
a. The amount allocated to the reserve; and
b. Explanation of the nature of allocation.
The amount allocated to the tax incentive reserve totals R$6,345,763.45, related to Investment
Subsidy for the Itapecerica site.

The investment subsidy controlled and registered in Natura refers to a tax incentive related to the
ICMS transfer that Natura Cosméticos S.A. (Itapecerica da Serra) generates for the Municipality of
Itapecerica da Serra due to the business it conducts there. Said incentive is closely linked to the
investments Natura made to install its facilities and operate in Itapecerica da Serra in 2002.
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EXHIBIT III
MANAGERS OF THE COMPANY
Information on candidates for Member of the Board of Directors
Name
Age
Profession
Taxpayers'
Registration Number
(CPF)
Position Held
Date of
Appointment
Date of
Investiture
Term of
Tenure
Other
Positions Held
Appointed by
the
Controlling
Shareholder
Antonio Luiz da Cunha Seabra
70
Economist
332.927.288-00
Director
04.12.2013
Up to 30 days
after the date of
appointment
1 year
Member of
Committee
Yes
Pedro Luiz Barreiros Passos
61
Engineer
672.924.618-91
Director
04.12.2013
Up to 30 days
after the date of
appointment
1 year
Member of
Committee
Yes
Guilherme Peirão Leal
63
Business
Administrator
383.599.108-63
Director
04.12.2013
Up to 30 days
after the date of
appointment
1 year
Member of
Committee
Yes
Julio Moura Neto
60
Business
Administrator
and Engineer
468.948.027-34
Director
04.12.2013
Up to 30 days
after the date of
appointment
1 year
Member of
Committee
Yes
Luiz Ernesto Gemignani
66
Engineer
345.209.708-06
Independent
Director
04.12.2013
Up to 30 days
after the date of
appointment
1 year
Member of
Committee
Yes
Marcos de Barros Lisboa
48
Economist
806.030.257-49
Independent
Director
04.12.2013
Up to 30 days
after the date of
appointment
1 year
Member of
Committee
Yes
Raul Gabriel Beer Roth
60
Engineer
761.608.078-20
Director
04.12.2013
Up to 30 days
after the date of
appointment
1 year
Member of
Committee
Yes
Plínio Villares Musetti
60
Engineer
954.833.578-68
Director
04.12.2013
Up to 30 days
after the date of
appointment
1 year
Member of
Committee
Yes
Roberto Oliveira de Lima
61
Business
Administrator
860.196.518-00
Independent
Director
04.12.2013
Up to 30 days
after the date of
appointment
1 year
Member of
Committee
Yes
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Information on the Members of the Board of Directors

(a) Description of the main duties and résumé of our Directors and indication of
the management positions currently or previously held in publicly-held
corporations:

Antônio Luiz da Cunha Seabra, is a graduate in Economy by Universidade São
Judas. He is one of the founders and Co-chairman of the Company's Board of
Directors. He was a Superintendent of Remington Rand do Brasil and manager of
Laboratórios Bionat. Founded Natura in 1969.

Pedro Luiz Barreiros Passos
, is a graduate in Production Engineering by Escola
Politécnica of the Universidade de São Paulo and in Business Administration by
the Fundação Getúlio Vargas. He is a Co-chairman of the Board of Directors of
the Company, which he joined in 1983. Currently, in addition to being a Member
of the Board of Directors of the Company, he is the Chairman of the Instituto de
Estudos para o Desenvolvimento Industrial (IEDI), Vice-President of the Curator
Council of the Fundação Nacional da Qualidade (FNQ), and a member of the
Board of Directors of the Instituto de Pesquisas Tecnológicas (IPT), of Fundação
SOS Mata Atlântica, of Instituto Empreender Endeavor, of Fundação Dom Cabral
and of Totvs S.A. He is also a Member of the Science, Technology and
Innovation Council of the Brazilian Ministry of Science and Technology.

Guilherme Peirão Leal, is a graduate in Business Administration by
Universidade de São Paulo and completed the Advanced Administration Program
of Fundação Dom Cabral/INSEAD. He is a business man and social entrepreneur,
Co-chairman of the Company's Board of Directors and one of the founders of
Natura Cosméticos, a global company recognized for its commitment with
sustainability. Over the last 25 years, he has participated in the organization and
promotion of several social organizations, such as Fundação Abrinq pelos
Direitos da Criança de do Adolescente
, Instituto Ethos de Empresas e
Responsabilidade Social
and Instituto Akatu para o Consumo Consciente.
Participated, as well, in organizations such as Ashoka ­ Empreendedorismo
Social
. After 2000 actively participated in several environmental organizations,
such as FUNBIO (Fundo Brasileiro para Biodiversidade) and WWF-Brasil, in
which was a member of the Board. In 2007 was one of the founders of the
Movimento Nossa São Paulo, which goal is to articulate several sectors of the
local society for a better, more fair and sustainable city. Since 2008 dedicates
himself to sustain his legacy through the Instituto Arapyaú, an organization
dedicated to the education and sustainable development. During the elections of
2010 he was a candidate to the vice presidency of Brazil with Marina Silva.
Together they received around 20 million votes, representing approximately 20%
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of the Brazilian electorate. In 2012 he helped to establish the Rede de Ação
Política pela Sustentabilidade
, a non-political organization dedicated to identify,
offer formation, congregate and monitor the current and future better leaders in
Brazil.

Júlio Moura Neto
, is a graduate in Mechanical Engineer by Federal Technology
Institute (ETH) of Zurich, Switzerland. Mr. Moura is a Post-Graduate of the Sloan
School of Management (MIT), Cambridge, USA. Currently, in addition to being a
Member of the Board of Directors of Natura, he is also a Member of the Board of
Directors of Adecoagro S.A. and Cencosud S.A., both companies listed in the
New York Stock Exchange, as well as of Brinox Metalurgica S.A. Mr. Moura
held, among others, the positions of Chairman of the Board of Directors and
Executive President of the Grupo Nueva, Chairman of the Board of Directors of
MASISA S.A., President and CEO of Grupo AMANCO; Executive Vice
President and Member of the Executive Committee of Elevadores Schindler, in
Lucerne, Switzerland; Corporate Vice President and Chairman of the Latin
America Division of SIKA, in Baar, Switzerland; Member of the Board of
Directors of Messerli AG, Switzerland.

Luiz Ernesto Gemignani
, is a graduate in Mechanical Production Engineering by
Escola Politécnica of the Universidade de São Paulo and has attended several
specializing courses in the fields of management and finances, such as the
Advanced Management Program of Harvard Business School. He is currently a
Member of the Board of Directors of the Company, Vice President of the Curators
Committee of the Fundação Nacional da Qualidade, Chairman of the Deliberative
Council of the Instituto Akatu. Since April, 2007 he holds the position of
Chairman of the Board of Directors of Promon S.A., holding the position of Chief
Executive from 2001 to 2010. Also holds the position of Chairman of the
Deliberative Council of Fundação Promon de Previdência Social. Mr. Gemignani
is a Member of the Board and of the Investment Committee de Investimento of P2
Brasil Infrastructure Fund.

Marcos de Barros Lisboa
, Economist with a PhD in Economy by University of
Pennsylvania. He was as assistant professor with the Department of Economy of
the Standford University from 1996 to 1998 and of EPGE/Fundação Getúlio
Vargas from 1998 to 2002. From 2003 to 2005, Mr. Lisboa was the Secretary for
Economic Politics of the Brazilian Ministry of Finance and President of Instituto
de Resseguros do Brasil from 2005 to 2006. Between 2006 and 2009, Mr. Lisboa
was an Executive Officer of Itaú Unibanco and since 2009 he is a Vice-President
of the bank. He is also a Member of the Board of Directors of Porto Seguro.
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Raul Gabriel Beer Roth, is a graduate in Production Engineering by Escola
Politécnica of the Universidade de São Paulo. For 25 years he worked at PwC
(PricewaterhouseCoopers) as the leading partner in the practice of Corporate
Finance in Brazil. In such area, he carried out negotiations and appraisals of
numerous companies of various segments, in addition to a number of strategic and
financial analysis. Mr. Roth also coordinated the areas of Due Diligence,
Negotiation and Restructuring of Debts, Project Finance, Public-Private
Partnerships (PPPs) and indirectly participated in the Tax M&A team. Mr. Roth is
a managing partner of R.Beer Consultores, acting as Business Adviser in the areas
of Finance, Strategy, Negotiation and Appraisal of Companies.

Plínio Villares Musetti, is a graduate in Civil Engineering and Business
Administration by Universidade Mackenzie. He was the Executive Chairman of
Elevadores Atlas S.A. from 1992 through 1999 and of Elevadores Atlas Schindler
S.A. until 2002. From 2002 to 2007 he was a partner of JP Morgan Partners, the
Private Equity entity of the JP Morgan Chase bank, having leaded the process of
investments in Private Equity in Brazil and in Latin America. Mr. Musetti held
executive offices and had seats in the Boards of Directors of companies in which
JP Morgan Partners invested, such as Vitopel, Diagnósticos da América S.A. and
Latasa. From the beginning of 2008 until September, 2009, Mr. Musetti was
Executive Chairman of Satipel Industrial S.A. Since May, 2010 he is the
managing partner of Pragma Patrimônio and after of Janos Holding. Mr. Musetti
is currently a member of the Boards of Directors of Natura, Raia Drogasil S.A., of
Adecoagro (a company listed in the NYSE) and of Portobello S.A.

Roberto Oliveira de Lima
, is a graduate in Public Administration by Fundação
Getúlio Vargas, is a post-graduate in Business Administration by Fundação
Getúlio Vargas and by the Institut Supérieur des Affaires, Jouy en Josas, in
France. He is member of the Board of Directors of EDENRED SARL, based in
Paris, France, of MIH Holdings Ltd, based in Johannesburg, South Africa, of Cia.
Brasileira de Distribuição, based in São Paulo, Brazil, of Rodobens Negócios
Imobiliários, based in São Paulo, Brazil and member of the Board of Directors
and Quality Service and Commercial Attention Committee of Telefonica Brasil
S.A. He was the CEO of Vivo Participações S.A. and Vivo S.A. and Officer of
TBS Celular Participações Ltda., Ptelecom Participações S.A. e Portelcom
Participações S.A. until May 2011, all of them subsidiaries Brasilcel N.V. He was
also chairman of Instituto Vivo and Chairman of the Board of Directors of Grupo
Credicard from 1999 to 2005 and CEO of Banco Credicard S.A. from 2002 to
2005. Held executive positions at Accor Brasil S.A., Rhodia Rhone Poulenc S.A.
and Saint Gobain S.A.
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Description of any of the following events, occurring during the past 5 years:
i.
Any criminal conviction;
ii.
Any adverse decision rendered in an administrative proceeding
conducted by the Brazilian SEC ("CVM") and the penalties
applied in this connection; and
iii.
Any final and unappealable conviction in a court or administrative
proceeding that had the effect of suspending or disqualifying for
the practice of a professional or business activity of whatever
nature

All Managers of the Company represent, for all legal purposes and effects, that
during the past five (5) years they have not been subject to the consequences of
any criminal conviction, adverse decision or application of penalty in any
administrative proceeding instituted by the CVM or any final and non-appealable
conviction, whether in judicial or administrative instance, the effect of which
would be the suspension from or disqualification for the practice of a professional
or business activity of whatever nature.

(c)
Marital relationship, steady union or kinship

Other than as described herein below, there is no kinship between (i)

Mr. Antonio Luiz da Cunha Seabra is a controlling shareholder of Lisis
Participações S.A., which has other members of his family as Shareholders. Lisis
Participações S.A. is a signatory of the Shareholders Agreement executed by the
controlling block of the Company.

Mr. Guilherme Peirão Leal is a controlling shareholder of Utopia Participações
S.A., which has other members of his family as Shareholders. Utopia
Participações S.A. is a signatory of the Shareholders Agreement executed by the
controlling block of the Company.

Mr. Pedro Luiz Barreiros Passos is a controlling shareholder of Passos
Participações S.A., which has other members of his family as Shareholders.
Passos Participações S.A. is a signatory of the Shareholders Agreement executed
by the controlling block of the Company.

(d)
Subordination relationships, service providing or controlling relations,
maintained during the past three (3) Fiscal Years between the managers of
the Company and: (i) any entity directly or indirectly controlled by the
Company; (ii) any entity that directly or indirectly controls the Company;
and/or (iii) if applicable, a supplier, client, debtor or creditor of the
Company, of controlling or controlled entities of the Company and of any
of such persons
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Certain Officers of the Company are also managers of entities controlled by the
Company.

Certain Members of the Board of Directors are also Shareholders of the signatory
companies of the Shareholders Agreement executed by the controlling block of
the Company.

Mr. Antonio Luiz da Cunha Seabra is a direct and indirect controlling shareholder,
through Lisis Participações S.A., a joint-stock company that, together with Mr.
Seabra, form the controlling block and appear as signatories of the Shareholders
Agreement executed by the controlling block of the Company.

Mr. Guilherme Peirão Leal is a direct and indirect controlling shareholder,
through Utopia Participações S.A., a joint-stock company that, together with Mr.
Leal, form the controlling block and appear as signatories of the Shareholders
Agreement executed by the controlling block of the Company.

Mr. Pedro Luiz Barreiros Passos is a direct and indirect controlling shareholder,
through Passos Participações S.A., a joint-stock company that, together with Mr.
Passos, form the controlling block and appear as signatories of the Shareholders
Agreement executed by the controlling block of the Company.

In addition, there is a sublease agreement in place, executed by and between the
Company and Janos Comércio Administração Participações Ltda., in which
Messrs. Antonio Luiz da Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz
Barreiros Passos appear as partners, the subject matter of which is the subleasing
of business offices used by members of Natura's board.

On March 26, 2012, Radar Cinema e Televisão Ltda. signed a contract with
advertising agency that provides services to Natura Cosméticos S.A. for the
production and use of intellectual property rights related to the program "Natura
TV", which resulted in costs incurred by Natura Cosméticos S.A., in the quarter
and half in the amount of R $ 1,579. Messrs. Antonio Luiz da Cunha Seabra,
Guilherme Peirão Leal and Pedro Luiz Barreiros Passos, who are part of the
controlling block of Natura Cosméticos S.A., are the indirect holders of the
controlling interest in Radar Cinema e Televisão Ltda..

On June 5, 2012, an agreement was signed between Indústria e Comércio de
Cosméticos Natura Ltda. and Bres Itupeva Empreendimentos Imobiliários Ltda.,
("Bres Itupeva"), for the construction and lease of a distribution center (HUB), in
the city of Itupeva/SP. Messrs. Antonio Luiz da Cunha Seabra, Guilherme Peirão
Leal and Pedro Luiz Barreiros Passos, members of the group of controlling
shareholders of Natura Cosméticos S.A., indirectly hold controlling interest in
Bres Itupeva.

(e)
Description of the provisions of any agreements, including insurance
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policies, providing for the payment or reimbursement of expenses incurred
in by the managers, arising out of compensation of damages caused to
third parties or to the Company, of penalties charged by government
officials, or agreements aiming at the settlement of any administrative or
court proceedings, by virtue of the exercise of their duties

The Company has a Civil Liability Insurance for Directors and Officers purchased
from Ace Seguros, valid for the period comprised between 12.31.2012 to
12.31.2013, to cover loss and damages caused to third parties by acts pertaining to
the exercise of the duties and attributions of the Company's Directors and/or
Officers, up to an amount of ten million Brazilian Reais (R$10,000,000.00).

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EXHIBIT IV
MANAGERS' COMPENSATION - ITEM 13 OF THE REFERENCE
FORM

Management Compensation

1. Policy or practice for compensating the Board of Directors, Board of
Executive Officers, Audit Committee and Committees

(a) Objectives of the compensation policy or practice

The compensation of our Corporation is partially linked to its results and increase
in value. We believe that the variable portion of the compensation that we offer
allows us to attract and ensure we maintain highly qualified professionals in the
management of our Corporation.

We are permanently attentive to the variations in the external environment and on
an annual basis we compare our salary levels with reference markets, such as
competitors in the consumer goods sector, Brazilian multinationals, exchange-
listed companies or companies with similar compensation strategies to that of
Natura. For some years, we have maintained a policy that positions the total
compensation of the various groups of employees on a level above the market
average, in order to share the generation of wealth with all those who participate
independently or entrepreneurially to transform our value proposition into reality.

Our greatest difference in relation to the market is our model of variable
compensation and gains, which is adapted to the characteristics of each public of
employees and executives as a form of payment, values and goals adapted to the
reality of each activity.

We also offer a pension plan for our officers and employees, which is a savings
plan with incentives in which the employee invests on a monthly basis up to 5%
of their salary and Natura contributes with 60% of this amount.

Combined with this effort, concerning the base compensation, we opt to pay 14
monthly salaries per year in Brazil, whereas the legal requirement is 13 salaries,
which especially benefits lower-income professional, promoting a culture of
savings. Meanwhile, our sales team employees receive a premium for each cycle
(period of 21 days), proportional to the results obtained. For this public, the 14
th
salary is replaced by the sales premium, which is a specific model of variable
compensation.

Developing leaders is fundamental for maintaining our growth trajectory and is a
concept that is aligned with our Values and Beliefs. Therefore, related initiatives
were increased in 2009 to include new professionals who have joined us in recent
years.
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For the group of senior executives responsible for Natura's long-term strategy, we
link compensation not only to short-term results, but also to their commitment to
our long-term project, for which we provide them with the opportunity to
participate in the Stock Option Plan. We understand that this plan does not
represent the executive's compensation, but can represent a gain depending on the
variation in the stock price on the date these shares are sold. For more information
on the Stock Option Plan, please see item 16 below "Other Material Information".

The changes proposed by the People & Organizational Development Committee
and approved by the Board of Directors sought to ensure a sense of ownership and
involvement, strengthening the relation between compensation and gains and
creating value at the Corporation and ensuring its healthy growth with a balanced
distribution of income when business profitability allows.

According to the new dynamics of the Program, as of 2009, the options to buy or
subscribe to the shares is associated with the decision of the executive to invest at
least 50% of the amount received via profit sharing towards the acquisition of
shares in Natura. The options granted may be exercised after a vesting period of
four years (grace period to attain maturity), with a validity of eight years. During
this time, these shares acquired are unavailable for sale and associated with the
options, i.e. the sale leads to the loss of the options. Until the previous year, the
vesting was established at three years and the Plan expired in six years and did not
require the purchase and maintenance of shares. With the new terms, the
executive gains longer to choose the best moment to exercise his/her options, at
the same time that Natura reinforces the long-term commitment with senior
executives.
The Board of Directors also established that the total annual sum of the profit
sharing, based on the long-term incentive program, cannot exceed 10% of the net
profit. With these limits, Natura has a coherent and well-controlled system that
avoids the recent distortions occurring in executive compensation in other
countries.

(b) Breakdown of the compensation, indicating:

i. description of the elements of compensation and the objectives of each;


Our management members have a base compensation and a variable
compensation, as well as indirect benefits.

- Base Compensation: the base compensation is the monthly sum paid to
recognize and reflect the value of the experience and responsibility of the position
of each manager.
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- Variable Compensation: the variable portion of the compensation of a member
of the Corporation's management is a way to reward achieving and exceeding
goals based on economic, social and environmental factors that can help the
Corporation obtain its goals based upon these factors.

The variable component, whether short-term compensation or long-term gains,
represents a greater portion for senior executives in relation to the other
employees, since we believe in building value together. Besides the well-defined
limits, all variable compensation is linked to effectively attaining the goals, i.e.
exceeding the minimum expectations of growth established annually by
management. The system of performance indicators that measures this
performance encompasses the three dimensions of sustainability.

For example, in 2012, the following indicators were considered: · Economic -
consolidated EBITDA and the financial results of the international operations;
· Social - organizational climate survey and the satisfaction survey of the
consultants; · Environmental ­ water consumption and carbon emissions.

ii. what the proportion of each element is in the total compensation;

According to the following table, the proportions for the fiscal year ended
December 31, 2012 were:

% related to the total compensation of the amount paid as
Base
compensation
Variable
Compensation
Benefits
Total
Board of Directors
70.3%
29.3%
0.4%
100.00%
Board of Executive
Officers
54.0%
45.6%
0.4%
100.00%


iii. method for calculating and adjusting each compensation element; and

The adjustment of the compensation of the members of our management is
defined annually in the Annual Shareholder's Meeting.

iv. reasons justifying the composition of the compensation.

With the compensation policy indicated above, we have the objective of
compensating our professionals in accordance with the responsibilities of their
position, market practices and the level of competitiveness of the Corporation.

c) main performance indicators taken into consideration in determining each
compensation element
The performance indicators used to determine the elements of variable
compensation take into consideration financial, social and environmental aspects.
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d) structure of compensation to reflect the evolution in performance
indicators
The performance indicators are monitored on a quarterly basis and the final
calculation of the financial results is performed in the subsequent year and is
approved by the Board of Directors. The performance indicator arising from the
financial results directly determines the total variable compensation.

e) relationship between the compensation policy or practice and the interests
of the Corporation
Since the Corporation essentially considers the financial results when determining
the variable compensation detailed below, the Corporation ensures a sustainable
compensation without committing any other investments.
f) existence of compensation borne by direct or indirect subsidiaries or
controlling shareholders
The compensation of all executives is performed solely and directly by the
Corporation, including in the case of subsidiaries in other countries, with no
members of the Board of Directors or of the Board of Executive Officers
receiving any compensation borne by direct or indirect subsidiaries or controlling
shareholders.

g) compensation or benefits related to the occurrence of corporate events
There are no benefits or compensation linked to the occurrence of corporate
events.

2. Compensation of the Board of Directors, Audit Committee and Board of
Executive Officers of the Corporation and the compensation projected for
fiscal year 2013

Amounts estimated for 2013:
Board of
Directors
Board of Executive
Officers
Total
Number of Members
9
4
13
Fixed Annual Compensation
5,993.2
7,344.2
13,337.4
Base Compensation
5,962.7
7,290.9
13,253.6
Benefits
30.5
53.3
83.8
Participation in Committees
-
-
-
Other
-
-
-
Variable Compensation
2,484.4
8,623.7
11,108.2
Bonus
-
-
-
Profit Sharing
2,484.4
6,158.7
8,643.2
Participation in Meetings
-
-
-
Commissions
-
-
-
Other
-
-
-
Post-Employment Benefits
-
-
-
Benefits from removal from the position
-
-
-
*Share-based compensation
-
2,465.0
2,465.0
Monthly compensation
706.5
1,330.7
2,037.1
Total compensation
8,477.6
15,968.0
24,445.6
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* These expenses, to be incurred by the Corporation in 2013 with any exercise of options granted under the
Stock Option Plans approved at the extraordinary shareholders' meetings held on March 29, 2005 and March
23, 2009 ("Plans"), reflected in Note 23.2 to the Financial Statements, are not included in the proposal for
overall annual compensation to be submitted to the shareholders' meeting to be held on April 12, 2013. These
expenses will result in the compliance by the Corporation with the contractual obligations assumed in the
agreements signed with the beneficiaries of the Plans. Hence it is not a matter to be submitted for fresh
deliberation but only for booking the expense resulting from performing the obligation assumed through the
execution of the Plans, based on the resolution of the shareholders' meeting.

Amounts paid 2012:
Board of Directors
Board of Executive
Officers
Total
Number of Members
6.83
4
10.83
Fixed Annual Compensation
5,653.9
6,931.6
12,585.5
Base Compensation
5,625.1
6,878.3
12,503.4
Benefits
28.8
53.3
82.1
Participation in
Committees
-
-
-
Other
-
-
-
Variable Compensation
2,343.8
8,275.1
10,618.9
Bonus
-
-
-
Profit Sharing
2,343.8
5,810.1
8,153.9
Participation in Meetings
-
-
-
Commissions
-
-
-
Other
-
-
-
Post-Employment Benefits
-
-
-
Benefits from removal from the
position
-
-
-
Share-based compensation
-
2,465.0
2,465.0
Monthly compensation
666.5
1,267.2
1,933.7
Total compensation
7,997.7
15,206.7
23,204.4
The Audit Board was not installed in 2012.

Amounts paid in 2011:
Board of Directors
Board of Executive
Officers
Total
Number of Members
6.83
4
10.83
Fixed Annual Compensation
3,786.6
5,671.0
9,457.6
Base Compensation
3,786.6
5,656.8
9,443.4
Benefits
-
14.2
14.2
Participation in
Committees
-
-
-
Other
-
-
-
Variable Compensation
-
-
-
Bonus
-
-
-
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Profit Sharing
-
-
-
Participation in Meetings
-
-
-
Commissions
-
-
-
Other
-
-
-
Post-Employment Benefits
-
-
-
Benefits from removal from the
position
-
-
-
Share-based compensation
-
3,714.3
3,714.3
Monthly compensation
315.6
782.1
1,097.6
Total compensation
3,786.6
9,385.3
13,171.9
The Audit Board was not installed in 2011.

Amounts paid in 2010:
Board of Directors
Board of Executive
Officers
Total
Number of Members
6.42
4
10.42
Fixed Annual Compensation
3,347.5
4,354.3
8,397.8
Base Compensation
3,123.5
4,877.2
8,000.7
Benefits
224.0
173.1
397.0
Participation in
Committees
-
-
-
Other
-
-
-
Variable Compensation
1,985.4
4,034.4
6,019.8
Bonus
-
-
-
Profit Sharing
1,985.4
4,034.4
6,019.8
Participation in Meetings
-
-
-
Commissions
-
-
-
Other
-
-
-
Post-Employment Benefits
-
-
-
Benefits from removal from the
position
-
-
-
Share-based compensation
-
3,038.1
3,038.1
Monthly compensation
444.4
757.0
1,201.5
Total compensation
5,332.9
12,122.7
17,455.6
The Audit Board was not installed in 2010.

3. Variable compensation of the Board of Directors, Board of Executive
Officers and Audit Board in the last three fiscal years of the Corporation and
the compensation projected for fiscal year 2013

Amounts estimated for 2013, according to our compensation plan:
Board of Directors
Board of Executive
Officers
Total
Number of Members
9
4
13
Salary / Pro-labore
5,962.7
7,290.9
13,253.6
Estimated minimum amount
470.2
959.7
1,348.9
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Estimated maximum amount
920.0
2,579.4
3,301.3
Estimated average amount
662.5
1,822.7
968.2
Profit sharing
2,484.4
8,623.7
11,108.2
Estimated minimum amount
195.9
607.7
743.1
Estimated maximum amount
383.3
2,700.0
3,333.3
Estimated average amount
276.0
1,539.7
733.8
Benefits
30.5
53.3
83.8
Estimated minimum amount
-
9.6
82.0
Estimated maximum amount
10.2
14.6
82.0
Estimated average amount
3.4
13.3
82.0
Total
8,477.63
15,967.96
24,445.59


Amounts paid in 2012, according to our compensation plan:
Board of Directors
Board of Executive
Officers
Total
Number of Members
9
4
13
Salary / Pro-labore
5,625.1
6,878.2
12,503.4
Minimum amount
443.6
905.4
1,349.0
Maximum amount
867.9
2,433.4
3,301.3
Average amount
625.0
1,719.6
2,344.6
Profit sharing
2,343.8
8,275.1
10,618.9
Minimum amount
184.8
573.3
743.1
Maximum amount
361.6
2,547.2
3,333.3
Average amount
260.4
1,452.5
733.8
Amount­ goals reached
2,343.8
8,275.1
10,618.9
Amount effectively
recognized
2,343.8
8,275.1
10,618.9
Benefits
28.8
53.3
82.1
Minimum amount
0.0
9.6
82.0
Maximum amount
9.6
14.6
82.0
Average amount
3.2
13.3
82.0
Total
7,997.76
15,206.66
23,204.42
(1)
The Audit Board was not installed in 2012.


Amounts paid in 2011, according to our compensation plan:
Board of Directors
Board of Executive
Officers
Total
Number of Members
6.83
4
10.83
Salary / Pro-labore
3,786.6
5,656.8
9,443.4
Minimum amount
318.9
675.9
994.8
Maximum amount
814.9
2,111.2
2,926.1
Average amount
554.4
1,414.2
871.9
Profit sharing
0.0
0.0
0.0
Minimum amount
0.0
0.0
0.0
Maximum amount
0.0
0.0
0.0
Average amount
0.0
0.0
0.0
Amount­ goals reached
0.0
0.0
0.0
Amount effectively
recognized
0.0
0.0
0.0
Benefits
0.0
14.2
14.2
Minimum amount
0.0
14.2
14.2
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Maximum amount
0.0
14.2
14.2
Average amount
0.0
14.2
14.2
Total
3,786.6
5,671.0
9,457.6
(1)
The Audit Board was not installed in 2011.

Amounts paid in 2010, according to our compensation plan
(1)
:
Board of Directors
Board of Executive
Officers
Total
Number of Members
6
4
10
Salary / Pro-labore
3,123.5
4,877.2
8,000.7
Minimum amount
270.5
549.0
819.5
Maximum amount
791.0
1,925.1
2,716.1
Average amount
446.2
1,219.3
1,665.5
Profit sharing
1,985.4
4,034.4
6,019.8
Minimum amount
108.5
300.0
408.5
Maximum amount
840.0
1,984.4
2,824.4
Average amount
283.6
1,008.6
1,292.2
Amount­ goals reached
1,985.4
4,034.4
6,019.8
Amount effectively
recognized
1,985.4
4,034.4
6,019.8
Benefits
224.0
173.0
397.0
Minimum amount
0.0
27.7
27.7
Maximum amount
58.8
53.0
111.8
Average amount
32.0
43.2
75.2
Total
5,332.9
9,084.6
14,417.5
(1)
The Audit Board was not installed in 2010.

4. Stock Option Plan

See item 16 ­ Other Material Information.

5. Shares held by members of the Corporation's Management

The following table indicates the number of shares held directly by our Directors
and Officers, as well as the percentage that their direct individual interests
represent in the total number of shares issued at December 31, 2012, in other
words, in relation to our total capital stock:

Board Members/Executive
Officers
Position
Number of
Shares
Percentage (%)
Antonio Luiz da Cunha Seabra
Co-Chairman
3,628,920
0.8415%
Guilherme Peirão Leal
Pedro Luiz Barreiros Passos
Co-Chairman
Co-Chairman
3,462,917
855,038
0.8030%
0.1983%
Marcos Lisboa
Board Member
1
0.0000%
Luiz Ernesto Gemignani
Board Member
32,200
0.0075%
Julio Moura Neto
Board Member
2,200
0.0005%
Alessandro Giuseppe Carlucci
Chief Executive Officer
2,221,820
0.5152%
Roberto Pedote
Chief Financial and
30,804
0.0071%
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Investor Relations Officer
Lucilene Silva Prado
Chief Legal Officer
23,940
0.0054%
José Vicente Marino
Chief Commercial
Officer
93,427
0.0178%

Some of our Directors also hold stock indirectly. For more information on the
stock held indirectly by our Directors, see Item "15.1. - Control Group" of the
Reference Form.

6. Stock Option Plan recognized in the last three fiscal years

There was no Stock Option Plan in fiscal year 2012

Amounts related to fiscal year 2011
(1)
Board of Executive Officers
Number of Members
4
In relation to each
Grant
Granting date
March
29, 2006
April 24,
2007
April 22,
2008
April 22,
2009
March
19, 2010
March
21, 2011
Number of shares
granted
86,265
120,000
193,821
510,048
601,822
188,199
Vesting period
03.29.20
10
04.24.20
11
04.22.20
12
04.22.20
13
03.19.20
14
03.21.20
15
Deadline to exercise
the options
03.29.20
12
04.24.20
13
04.22.20
14
04.22.20
17
03.19.20
18
03.21.20
19
Period with restriction
to share transfer
N/A
N/A
N/A
N/A
N/A
N/A
Average weighted
exercise price of
each of the
following groups of
shares:
31.97
30.24
23.48
25.61
37.58
43.85
Outstanding at the start
of the fiscal year
86,265
124,446
235,343
510,048
556,467
-
Ratified during fiscal
year
-
-
-
-
45,355
-
Exercised during fiscal
year
-
4,446
41,522
-
-
-
Expired during fiscal
year
-
-
-
-
-
-
Fair value of the
options at granting
date
10.73
9.73
6.57
7.83
10.82
16.45
Potential dilution in
the event of exercise
of the options
0.02%
0.03%
0.05%
0.12%
0.13%
0.05%
(1)
The Audit Board was not installed in 2011.


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Amounts related to fiscal year 2010
(1)
Board of Executive Officers
Number of
Members
4
In relation to
each Grant
Granting date
April 10,
2004
March
16,
2005
March
29, 2006
April 24,
2007
April 22,
2008
April 22,
2009
March
19, 2010
Number of
shares
granted
-
-
86,265
124,446
235,343
510,048
556,467
Vesting period 04.10.2008 03.162009 03.29.2010 04.24.2011 04.22.2012 04.22.2013 03.19.2014
Deadline to
exercise the
options
04.10.2010 03.16.2011 03.29.2012 04.29.2013 04.22.2014 04.22.2017 03.19.2018
Period with
restriction
to share
transfer
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Average
weighted
exercise
price of
each of the
following
groups of
shares:
9.45
20.25
30.17
28.53
22.16
24.17
35.46
Outstanding at
the start of the
fiscal year
9,793
9,970
93,085
128,892
235,343
510,048
-
Ratified during
fiscal year
-
-
-
-
-
-
-
Exercised
during fiscal
year
9,793
9,970
6,820
-
-
-
-
Expired during
fiscal year
-
-
-
-
-
-
-
Fair value of
the options at
granting date
2.53
5.85
10.73
9.73
6.57
7.83
10.82
Potential
dilution in the
event of
exercise of the
options
0.00%
0.00%
0.02%
0.03%
0.05%
0.12%
0.13%
(1)
The Audit Board was not installed in 2010.





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Amounts related to fiscal year 2009
(1)
Board of Executive Officers
Number of
Members
4
In relation to
each Grant
Granting date
April 10,
2004
March 16,
2005
March 29,
2006
April 24,
2007
April 22,
2008
April 22,
2009
Number of
shares
granted
9,793
9,970
93,085
128,892
235,343
510,048
Vesting period
04.10.2008 03.16.2009 03.29.2010 04.24.2011 04.22.2012 04.22.2013
Deadline to
exercise the
options
04.10.2010 03.16.2011 03.29.2012 04.24.2013 04.22.2014 04.22.2017
Period with
restriction
to share
transfer
N/A
N/A
N/A
N/A
N/A
N/A
Average
weighted
exercise
price of
each of the
following
groups of
shares:
8.92
19.12
28.49
26.94
20.92
22.82
Outstanding at
the start of the
fiscal year
9,793
9,970
93,085
128,892
235,343
-
Ratified during
fiscal year
-
-
-
-
-
-
Exercised
during fiscal
year
-
-
-
-
-
-
Expired during
fiscal year
-
-
-
-
-
-
Fair value of
the options at
granting date
2.53
5.85
10.73
9.73
6.57
7.83
Potential
dilution in the
event of
exercise of the
options
0.00%
0.00%
0.02%
0.03%
0.05%
0.12%
(1)
The Audit Board was not installed in 2009.
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7. Outstanding Stock Options

Amounts related to fiscal year 2012
(1)
Board of Executive Officers
Number of Members
4
Regarding
outstanding options
2007
Plan
2008
Plan
2009
Plan
2010
Plan
2011
Plan
Number
120,000
144,821
510,048
601,822
188,199
Vesting date
30,03,2011
30,03,2012
22,04,2013
19,03,2014
23,03,2014
Deadline to exercise the
options
30,03,2013
30,03,2014
22,04,2017
19,03,2018
23,03,2018
Period with restriction
to share transfer
N/A
N/A
N/A
N/A
N/A
Average weighted
exercise price
30.24
23.48
25.61
37.58
43.85
Fair value of the
options at granting
date
9.73
6.57
7.83
10.82
16.45
Fair value of all
Options at the last day
of the fiscal year
3,628,800
4,550,917
13,062,329
22,616,471
8,252,526
(1)
The Audit Board was not installed in 2012.

8. Exercised Options

Amounts related to fiscal year 2012
(1)
:
Board of Executive Officers
Number of Members ..............................
4
Regarding outstanding options ...........
2006
Plan
2007
Plan
2008
Plan
2009
Plan
Number ..............................................
86,265-
0-
49,000
0
Average weighted exercise price .......
32.31
n/a
24.00
n/a
Difference between the exercise price
and the market price of shares in
relation to exercised Options .............
767,000
n/a
890,040
n/a
In relation to the shares from the
exercise ..................................................
Shares related to the share-based compensation
for the board of directors and the board of
executive officers were not delivered
(1)
The Audit Board was not installed in 2012.

Amounts related to fiscal year 2011
(1)
:
Board of Executive Officers
Number of Members
4
Regarding outstanding options
2006
Plan
2007
Plan
2008
Plan
Number
-
4,446
41,522
Average weighted exercise price
-
R$29.23
R$22.97
Difference between the exercise
-
616,000
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price and the market price of shares
in relation to exercised Options
50,000
In relation to the shares from the
exercise
Shares related to the share-based compensation for
the board of directors and the board of executive
officers were not delivered
(1)
The Audit Board was not installed in 2011.

Amounts related to fiscal year 2010
(1)
:
Board of Executive Officers
Number of Members
4
Regarding outstanding options
2005
Plan
2007
Plan
2007
Plan
Number
9,970
6,820
4,446
Average weighted exercise price
19.63
29.38
28.12
Difference between the exercise
price and the market price of shares
in relation to exercised Options
135,970
72,910
69,180
In relation to the shares from the
exercise
Shares related to the share-based compensation for
the board of directors and the board of executive
officers were not delivered
(1)
The Audit Board was not installed in 2010.
9. Material information regarding the Stock Option Plan

There was no Stock Option Plan in fiscal year 2012

Amounts related to fiscal year 2011
(6)
Board of Directors
Board of Executive
Officers
a) pricing model
N/A
Binomial
b) data and assumptions used in
the pricing model, including
average weighted price of
shares, exercise price,
expected volatility, option
duration, expected dividends
and risk-free interest rate
N/A
Volatility of 36%;
Dividend yield of
5.3%; Risk-free rate
of 10.9%.
c) method and assumptions used
to incorporate the expected
effects of early exercise
N/A
N/A
d) how expected volatility is
determined
N/A
Standard deviation
740 days.
e) whether any other
characteristic of the option
was incorporated in the
calculation of its fair value
N/A
N/A
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(6)
The Audit Board was not installed in 2011.

Amounts related to fiscal year 2010
(6)
Board of Directors
Board of Executive
Officers
a) pricing model
N/A
Binomial
b) data and assumptions used in
the pricing model, including
average weighted price of
shares, exercise price,
expected volatility, option
duration, expected dividends
and risk-free interest rate
N/A
Volatility of 37%;
Dividend yield of
5.3%; Risk-free rate
of 10.8%.
c) method and assumptions used
to incorporate the expected
effects of early exercise
N/A
N/A
d) how expected volatility is
determined
N/A
Standard deviation
740 days.
e) whether any other
characteristic of the option
was incorporated in the
calculation of its fair value
N/A
N/A
(6)
The Audit Board was not installed in 2010.

10. Pension plan for members of the Board of Directors and Board of
Executive Officers

Amounts related to fiscal year 2012
(1)
Board of Directors
Board of Executive
Officers
Total
a) Number of members
9
4
13
b) Name of the plan
Not applicable
Incentive savings
Incentive
savings
c) number of managers in
conditions to retire
Not applicable
According to 60
years
Contract (end of
relationship with the
Corporation )
-
d) conditions for early
retirement
Not applicable
Minimum age 50
years (end of
relationship with the
Corporation)
-
e) updated amount of
contributions accumulated in
the pension plan up to the
closing of the last fiscal year,
discounting the portion
related to contributions made
directly by the managers
Not applicable
34.3
34.3
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f) total amount accumulated of
the contributions made during
the last fiscal year,
discounting the portion
related to contributions made
directly by the managers
Not applicable
14.887
14.887
g) whether there is the
possibility of early
redemption and under which
conditions
Not applicable
Yes, early
redemption of
Corporation portion,
only upon
termination of the
employee
and after 5 years of
contributions to the
plan
-
(1)
The Audit Board was not installed in 2012.

11. Average compensation of the Board of Directors, Board of Executive
Officers and Audit Board for the last three fiscal years


Board of Directors
Year
Number of
Members
Highest
Individual
Compensation
Average
Individual
Compensation
Lowest
Individual
Compensation
2010
6.42
1,689.8
761.8
379
2011
6.83
849.3
588.8
353.3
2012
9
1229.6
885.4
628.4

Board of Executive Officers

Year
Number of
Members
Highest
Individual
Compensation
Average
Individual
Compensation
Lowest
Individual
Compensation
2010
4
3,962.50
2,271.10
876.7
2011
4
2,111.22
1,417.75
680.66
2012
4
4,980.6
3,172.1
1,478.8

Audit Board

The Audit Board was not installed in 2012.

12. Description of the contractual arrangements, insurance policies or other
instruments that structure compensation or indemnification mechanisms for
executives in the event of termination or retirement, indicating the financial
consequences for the Corporation
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On December 31, 2012, we did not hold any contractual arrangements, insurance
policies or other instruments that structure compensation or indemnification
mechanisms for executives in the event of termination or retirement.


13. For the last three fiscal years, indicate the percentage of total
compensation of each organ recognized in the profit or loss of the
Corporation for members of the Board of Directors, Board of Executive
Officers or the Audit Board that are parties related to the direct or indirect
controlling shareholders, as defined by the accounting rules dealing with this
matter

Amounts related to fiscal year 2010
(1)
Board of Directors
Board of Executive
Officers
Total
56%
0%
21%
(1)
The Audit Board was not installed in 2010.
Amounts related to fiscal year 2011
(1)
Board of Directors
Board of Executive
Officers
Total
55%
0%
21%
(1)
The Audit Board was not installed in 2011.

Amounts related to fiscal year 2012
(1)
Board of Directors
Board of Executive
Officers
Total
46%
0%
18%
(1)
The Audit Board was not installed in 2012.

14. For the last three fiscal years, indicate the amounts recognized in the
profit or loss of the Corporation as compensation of the members of the
board of directors, statutory officers or Audit Board grouped by body, for
any reason other than the position they hold, such as consulting or advisory
commissions and services

Amounts related to fiscal year 2012
(1)
Board of Directors
Board of Executive
Officers
Total
0
0
0
(1)
The Audit Board was not installed in 2012.
background image

Amounts related to fiscal year 2011
(1)
Board of Directors
Board of Executive
Officers
Total
0
0
0
(1)
The Audit Board was not installed in 2011.

Amounts related to fiscal year 2010
(1)
Board of Directors
Board of Executive
Officers
Total
0
0
0
(1)
The Audit Board was not installed in 2010.


15. For the last three fiscal years, indicate the values recognized in the profit
or loss of the direct or indirect controlling shareholders, of companies under
shared control and of subsidiaries of the Corporation as compensation of the
members of the Board of Directors, Board of Executive Officers or Audit
Board, grouped by body, specifying the reason for such values being
attributed to these individuals

We do not have any values recognized in the profit or loss of the direct or indirect
controlling shareholders, of companies under shared control or of subsidiaries of
the Corporation as compensation of the members of the Board of Directors or
Board of Executive Officers. In addition, during fiscal year 2010, the Audit Board
was not installed.

16. Other Material Information

The Stock Option Plan of the Corporation is a program in which participants must
disburse an amount to exercise the option, which is called fair value. The fair
value of options granted is calculated based on the binomial pricing method and is
recognized as an expense in the profit or loss of the period during which it was
acquired, after meeting certain conditions. On the balance sheet dates, the
management of the Corporation reviews its estimates for the number of options
and when applicable recognizes them in the profit or loss of the fiscal year/quarter
against shareholders' equity, reflecting the effects arising from the revision of
these initial estimates.

The exercise of each Option by executives is made after fulfilling certain
requirements of each plan, such as the vesting period, and against payment of the
fair value adjusted monthly by the participant of the plan. The rate of monetary
adjustment of the fair value is defined in each option plan approved annually by
the Board of Directors, in accordance with the rules for Stock Option Plans in
force.
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The difference between the amount paid to exercise the option and the price at the
time of sale of the stock in the Corporation resulting from this exercise may
represent a gain for the participants of each plan.
Board of
Directors
Board of
Executive Officers
Total
Number of Members
9
4
13
Options granted on the basis of Plan
2012, reference year 2011
0
0
0
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EXHIBIT V ­ COMPARATIVE TABLE OF THE PROPOSED AMENDMENTS TO THE BYLAWS
Revision of the Bylaws - Natura Cosméticos S.A.
CURRENT BYLAWS
NEW WORDING OF THE BYLAWS
JUSTIFICATION
Section 2
nd
- 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.
Section 2
nd
- The registered office of the Company is
located in the City of São Paulo, State of São Paulo.
Amendment of the registered
office of the Company.
Section 3
rd
- The Company's purposes are:

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;
(...)
Section 3
rd
- The Company's purposes are:

I. trading, export and import of beauty and personal
care products, toiletry, cosmetics, apparel, electric
devices for personal use, jewelry, costume jewelry,
home articles, baby and children supplies, bed, bath
and table supplies, 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;
Improvement of the corporate
purpose to include the
trading, export and import of
electric devices for personal
use, baby and children
supplies and bed, bath and
table supplies
.
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Section 15 - A majority of members will constitute a
quorum for the meetings of all management bodies of
the Company, which meetings will pass their
resolutions by a majority vote of the attendees.

Paragraph 1 ­ In the case of a tie vote at a meeting of
the Board of Directors, the co-chairman of the Board
of Directors presiding over the meeting will cast a
deciding vote.
Section 15 - A majority of members will constitute a
quorum for the meetings of all management bodies of
the Company, which meetings will pass their
resolutions by a majority vote of the attendees.
Paragraph 1 ­ In the case of a tie vote at a meeting of
the Board of Directors, the member of the Board of
Directors who is presiding over the meeting will cast a
deciding vote
Exclude mention to the Co-
Chairmen of the Board of
Directors.
Section 18 - The Board of Directors will have up to
three (3) co-chairmen, who will be elected by a
majority vote of the directors at the first meeting of the
Board held after investiture of the directors, or
whenever a resignation or vacancy occurs.

Paragraph 1 ­
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
-
In the event of a permanent impediment
or vacancy on the Board of Directors, the Board will
call a Shareholders' Meeting to fill the open position.
Section 18 ­ The Board of Directors will have a
Chairman, who will be elected by a majority vote of
the directors at the first meeting of the Board held after
investiture of the directors.

Paragraph 1 ­ In the event of an impediment or a
permanent vacancy of office of the Board of Directors,
the Board shall call a Shareholders' Meeting to fill in
the open position.

Paragraph 2 ­ In case of resignation or permanent
vacancy in the office of Chairman of the Board of
Directors, the Board of Directors shall appoint the new
Chairman, by majority of votes of its members, at the
first meeting held immediately after the resignation or
Exclude mention to the Co-
Chairmen of the Board of
Directors.
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permanent vacancy.
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 of Article 18 hereof, or by
a majority of directors. The Board meetings, as an
exception, may 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.
Section 19 - The Board of Directors will hold regular
meetings four (4) times a year, and may hold special
meetings whenever called by the Chairman or by the
majority of directors. The Board meetings, as an
exception, may 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.
Exclude mention to the Co-
Chairmen of the Board of
Directors.
Section 34
(....)

Paragraph 2 ­
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:
(...)

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 Relevant
Shareholder at any time for a share or block of shares
of the capital stock of the Company; and (iii) an
Section 34
(....)

Paragraph 2 ­
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:
(...)

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 Relevant
Shareholder at any time for a share or block of shares
Correction of cross-reference,
given that the definition of
EBITDA to which the
provision is referred to in
paragraph 11 of Article 34 of
the Bylaws
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amount corresponding to twelve (12) times the
Average Consolidated EBITDA of the Company (as
defined in Paragraph 11 below) minus the net
consolidated indebtedness of the Company, divided by
the total number of shares of the capital stock of the
Company.

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 below) minus the net
consolidated indebtedness of the Company, divided by
the total number of shares of the capital stock of the
Company.
Section 35 - Any
Relevant
Shareholder
that
subscribes for and/or acquired shares issued by the
Company in an amount equal to or greater than thirty
percent (30%) of the total Outstanding Shares (as
defined in the New Market 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
Section 35 - Any Relevant Shareholder that subscribes
for and/or acquired shares issued by the Company in
an amount equal to or greater than thirty percent
(30%) of the total Outstanding Shares (as defined in
the New Market 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 to BM&FBOVESPA 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, and to take
all action to ensure that such acquisition be carried out
by means of 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
Wording given pursuant to
instructions
of
the
BM&FBOVESPA.
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BM&FBOVESPA, in which intervening third parties
and/or the Company may participate, in compliance at
all times with applicable legislation, the regulations of
the Brazilian Securities and Exchange Commission ­
CVM, and the regulations of BM&FBOVESPA.
may participate, in compliance at all times with
applicable legislation, the regulations of the Brazilian
Securities and Exchange Commission ­ CVM, and
the regulations of BM&FBOVESPA.
Section 49 - The provisions of Section 34 of these
bylaws will not apply to the current shareholders of
the Company that already own fifteen percent (15%)
or more of the total shares of the shares issued by the
Company or to the successors of such shareholders,
including and 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 Article 118 of Law No. 6,404, dated
December 15, 1976, b applicable 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 and Exchange Commission ­
CVM and after its shares have commenced trading on
BM&BOVESPA.
Section 49 - The provisions of Section 34 of these
bylaws will not apply to the current shareholders of
the Company that already own fifteen percent (15%)
or more of the total shares issued by the Company or
to the successors of such shareholders, including and
in particular the controlling shareholders of the
Company signatories to the Shareholders' Agreement
dated April 26, 2007 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
and Exchange Commission ­ CVM and after its shares
have commenced trading on BM&BOVESPA.
Correcting the date of the
Shareholders Agreement to
April 26, 2007.
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EXHIBIT VI ­ PROPOSED AMENDMENTS TO THE BYLAWS - RESTATED
(The track changes below are the inclusions/exclusions proposed to the current
wording of the bylaws of the Company, that will be discussed in the Extraordinary
Shareholders' Meeting.)
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
São Paulo
, 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,
electric devices for personal use,
jewelry, costume jewelry,
home articles,
baby and children supplies, bed, bath and table supplies,
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.
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Section 4 - The duration of the Company is for an indefinite period of time.

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
Programs 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.
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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.

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 programs 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;
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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
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 all
management bodies of the Company, which meetings will pass their resolutions by a
majority vote of the attendees.
Paragraph 1
st
­ In the case of a tie vote at a meeting of the Board of
Directors, the
co-chairman
member
of the Board of Directors
who is
presiding over the meeting will cast
the tie
a deciding
vote.
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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

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
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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
a Chairman
,
who will be elected by a majority
of votes
vote
of the directors at the first meeting of the
Board held after investiture of the directors
, or whenever a resignation or vacancy
occurs
.
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.
In the event of an impediment or a permanent
vacancy of office of the Board of Director, the Board shall
call a
Shareholders' Meeting to fill in
the open position.

Paragraph 2
nd
­ In
the event
case
of
resignation or
permanent
impediment or vacancy on the Board of Directors, the Board will
call a
Shareholders' Meeting to fill
in the open position
vacancy in the office of
Chairman of the Board of Directors, the Board of Directors shall appoint
the new Chairman, by majority of votes of its members, at the first
meeting held immediately after the resignation or permanent vacancy
.
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
Chairman or by the
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,
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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;

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;
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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;

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 Programs 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;
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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
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
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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;

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:
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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;

(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
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(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
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.
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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

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;
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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.

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
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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
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
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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
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
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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
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
10
11
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.
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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
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:
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"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 for and/or acquires shares
issued by 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
the 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
and to take all action to ensure
that such
director may arrange for
acquisition
be carried out by means of
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 legislation, the
regulations of the Brazilian Securities and Exchange 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.
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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
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.
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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
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
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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.

Section 49 - The provisions of Section 34 of these bylaws will not apply to the current
shareholders of the Company that already own fifteen percent (15%) or more of the
total shares issued by the Company or to the successors of such shareholders, including
and in particular the controlling shareholders of the Company signatories to the
Shareholders' Agreement dated April 26,
2004
2007
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 and Exchange Commission ­ CVM and
after its shares have commenced trading on BM&FBOVESPA.

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EXHIBIT VII
INFORMATION ON ACQUISITIONS REQUIRED BY CVM INSTRUCTION
481 - EXHIBIT 19
ACQUISITION OF CONTROL

1.
Describe the transaction:

The terms and conditions of the transaction are described in the Share Sale Agreement,
entered into on December 20, 2012, by and among the Company and the shareholders
of Emeis Holding Pty Ltd., as amended on February 28, 2013 ("Agreement"), and the
Shareholders' Deed entered into on December 20, 2012, by and among the Company
and the other continuing minority shareholders of Emeis, as amended on February 28,
2013 ("Shareholders' Deed").

The Agreement provides for the acquisition by the Company, through Natura Australia
Pty Ltd. ("Natura Australia"), a wholly owned subsidiary, of 65% of the ordinary shares
issued by Emeis Holdings Pty Ltd., an Australian manufacturer, distributor and seller of
premium cosmetics and beauty products which operates with the "Aesop" trademark in
Australia, Asia, Europe and North America ("Transaction"). The consideration payable
under the Transaction is AUD$ 68,250,000.00 (sixty eight million, two hundred and
fifty thousand Australian dollars), to be fully funded with the Company's own
resources, subject to (i) adjustments regarding the acquisition and performance of
Emeis' distributors; (ii) adjustments regarding the variation of working capital, between
a reference amount and the amount as at the date of completion of the Transaction,
which was February 28, 2013 ("Closing Date"); and (iii) other adjustments regarding
the financial condition of Emeis at the Closing Date ("Transaction Value"). The
exchange rate at the date the funds for payment of the Transaction Value have been
remitted was R$ 2.0198 for each AUD$ 1

The Shareholders' Deed provides that on the date of the adoption of Emeis' annual
accounts for the financial year ending June 30, 2015, Natura Australia may exercise,
against the minority shareholders of Emeis, a call option to acquire ordinary shares
representing up to 50% of the shares held by such minority shareholders of Emeis, for
an amount proportionally equivalent to the number of ordinary shares acquired under
such call option, based on a value assigned to the total number of ordinary shares of
Emeis equivalent to 12 times Emeis' EBITDA (earnings before interest, taxes,
depreciation and amortization) in the 12 months financial year ending immediately prior
to the exercise of such call option, less Emeis' net debt ("Option Price Formula").

On the date of the adoption of Emeis' annual accounts for the financial year ending June
30, 2016 and on date of the adoption of Emeis' annual accounts for each subsequent
financial year until and including the financial year ending June 30, 2025, Natura
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Australia may exercise, against the minority shareholders of Emeis, a call option to
acquire up to 100% of the ordinary shares held by such minority shareholders, for an
amount determined by the Option Price Formula.

On the date of the adoption of Emeis' annual accounts for the financial year ending June
30, 2015, each of Emeis' minority shareholders may exercise, against Natura Australia,
a put option to sell up to 50% of the ordinary shares held by such minority shareholders
of Emeis to Natura Australia, for an amount determined by the Option Price Formula.

On the date of the adoption of Emeis' annual accounts for the financial year ending
June 30, 2016 and on date of the adoption of Emeis' annual accounts for each
subsequent financial year until and including the financial year ending June 30, 2025,
each of Emeis' minority shareholders may exercise, against Natura Australia, a put
option to sell up to 100% of the ordinary shares held by such minority shareholders of
Emeis to Natura Australia, for an amount determined by the Option Price Formula.

2.
Inform the reason, whether legal or statutory, by which the transaction was
submitted for approval of shareholders general meeting:

The Brazilian Corporation Law (Law No. 6,404/76) sets forth in its article 256 that the
acquisition of control of any company is subject to the acquiring company's
shareholders' general approval whenever (i) the purchase price represents a material
investment to the acquirer pursuant to article 247, sole paragraph, or (ii) the average
price per share or quota exceeds one and a half times the highest of the following
values: a) the average price of the shares traded on the stock exchange or organized
over-the-counter markets, during the ninety days prior to the date of the agreement; b)
the value of the net shareholders' equity (article 248) at market prices (article 183,
paragraph one) per share or quota; c) the value of the net profit per share or quota,
which shall not exceed 15 (fifteen) times the annual net profit per share (article 187, n.
VII) in the last 2 (two) fiscal years, monetarily restated.

The acquisition of Emeis' shares represents a material investment pursuant to article
247, sole paragraph, and the purchase price per share exceeds the net shareholders'
equity at market prices per share.

3.
With regard to the company which had its control acquired or to be acquired:
a.
Inform name and qualification

Emeis Holding Pty Ltd., private company, ACN 097 023 544 of 25 Smith Street,
Fitzory, Victoria, Australia ("Emeis").
b.
Number of shares or quotas of each class or type issued
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Immediately following the completion of the Transaction, the corporate capital will be
divided into 2,517,815 ordinary shares and a number of non-voting convertible
redeemable preference shares ("Preferred Shares"), in a number to be determined,
issued as a result of possible adjustments, as indicated in item 4.d, below.
c.
List all the direct or indirect controlling shareholders or shareholders that
are part of the controlling block, and their corresponding equity stake in the corporate
capital, in case they are related parties, pursuant to the definition of the applicable
accounting rules

Not applicable.
d.
For each class and type of share or quota of the company which the
control is being acquired, inform:
i.
Lower, average and higher price, in the markets where they are
traded, for the last 3 (three) years
Not applicable.
ii.
Lower, average and higher price, in each quarter, in the markets
where they are traded, for the last 2 (two) years
Not applicable.
iii.
Lower, average and higher price, in each month, in the markets
where they are traded, for the last 6 (six) months
Not applicable.
iv.
Average price, in the markets where they are traded, for the last
90 (ninety) days

Not applicable.
v.
Net book value at market prices, if such information is available;
Not available.
vi.
Net profit in the last 2 (two) fiscal years, monetary restated:

Fiscal year ending on June 30, 2012: AUD$ 1,505,756.00
Fiscal year ending on June 30, 2011: AUD$ 829,371.00
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4.
Main terms and conditions, including:
a.
Identification of the sellers
Dennis Paphitis; Michael O'Keeffe; Fable Holdings Pty. Ltd.; Harbert
Australian Private Equity Fund I, L.P.
b.
Total number of shares or quotas acquired or to be acquired
1,636,580 ordinary shares, equivalent to 65% of the ordinary shares issued by
Emeis; and Preferred Shares, in a number to be determined, issued as a result of
possible adjustments, as indicated in item 4.d, below.
c.
Total price
The value of the Transaction is AUD$ 68,250,000.00 (sixty eight million, two
hundred and fifty thousand Australian dollars), to be fully paid with the Company's
own resources, subject to (i) adjustments regarding the acquisition and performance of
Emeis' distributors; (ii) adjustments regarding the variation of working capital, between
a reference amount and the amount as at the Closing Date; and (iii) other adjustments
regarding the financial condition of Emeis at the Closing Date. The total price may be
adjusted downward in case some premises of the agreement are not verified.
d.
Price per share or quota of each class or type

With regard to the ordinary shares which shall be acquired from the sellers, the total
purchase price to be paid, not taking into account the possible adjustments, is equivalent
to AUD$ 68,250,000.00 (sixty eight million and two hundred and fifty thousand
Australian dollars) for 1,641,217 ordinary shares, resulting in a price per share
equivalent to AUD$ 41.58.

With regard to the Preferred Shares, the total issuance price to be paid shall be
equivalent to the value of certain adjustments to the price due for the common shares
indicated in the Agreement. The total value of such adjustments shall be deducted from
the price owed to the sellers for the common shares and shall be paid to Emeis for
paying-up, on behalf of the Company, the Preferred Shares. In this case, the total
amount disbursed by the Company in the context of the acquisition shall not be
increased. The issuance price per Preferred Share shall be AUD$ 1.00 per share and it
shall be used by the Emeis to settle the obligations or to compensate expenses which
have caused the price adjustment.
e.
Payment conditions
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100% of the value of the Transaction was paid with the Company's own resources, at
the Closing Date. The exchange rate at the date the funds for payment of the
Transaction Value have been remitted was R$ 2.0198 for each AUD$ 1.00.
f.
Conditions precedent and resolutive conditions to which the transaction
is subject
All conditions precedent and resolutive conditions to which the transaction was
subject have been met or waived.
g.
Summary of sellers' representations and warranties

Emeis' shareholders have made to the Company the representations and warranties
usual for transactions similar to the Transaction, especially with regards to:

i.
Authority: the sellers have all necessary powers and authorizations to enter into
the Agreement, which comprises obligations which are valid, enforceable and that do
not breach other obligations to which the sellers are subject to;
ii.
Property of the shares and absence of liens: each of the sellers is the rightful
owner of the transferred shares, which are free of any liens;
iii.
Regularity: Emeis and its subsidiaries (together, the "Emeis Group"), and the
sellers which are legal entities have been validly incorporated and existing according the
applicable laws;
iv.
Assets: the Emeis Group has the full property over the assets used by it to
develop its business as they have currently been developed;
v.
Conduct of business: the Emeis Group has been conducting its activities
according to the applicable laws;
vi.
Absence of association: the Emeis Group has not undertaken any obligation to
associate itself in any way with third parties;
vii.
Permanent establishment: the Emeis Group has no permanent establishments (as
defined in the relevant taxation agreements) outside Australia, United Kingdom,
Singapore, Hong Kong, France, Japan or United States;
viii.
Commissions: except as indicated in the Agreement, no third party may claim
any commissions regarding the Transaction from the sellers of or from the Emeis
Group;
ix.
Solvency: it has not been taken (and there is no evidence that it will be taken)
any measure for the liquidation, dissolution or arrangement that may lead to any third
party taking charge of the sellers' or Emeis Group's management. The sellers and Emeis
Group are capable of paying their respective debts in their respective due dates;
x.
Shares issued by Emeis: the shares issued by Emeis had their issuance duly
authorized and are fully paid-up. At the date of the Transaction, except as indicated,
there are no liens over the shares issued by the Emeis Group. With the Transaction, the
Company will be the rightful owner of the acquired shares. Except for the shares
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specified in the Agreement, the Emeis Group has not issued any other securities and
there is no obligation for it to issue securities, except as indicated;
xi.
Financial statements: the financial statements of the Emeis Group disclose a true
and fair view of its economic and financial situation. Such financial statements have
been prepared in accordance to the applicable legal and accounting requirements, and
on a consistent basis in comparison with the financial statements of previous years. The
documents on which the financial statements are based are true, reflect the business of
the Emeis Group, and are kept or controlled by it, consistent with past practices. Emeis
adopts internal accounting practices to reasonably assure that the financial statements
reflect the actual financial and economic condition of the Emeis Group. There are no
debts of the Emeis Group with the sellers that have not been created in the ordinary
course of business. Since their respective base dates, (i) no events have occurred that, if
known at the date they have been prepared, could materially change the contents of the
financial statements, (ii) no events have occurred that may cause a material impact on
the Emeis Group's activities or on their financial statements, (iii) the Emeis Group's
businesses have been conducted in their ordinary course, and (iv) except for the sale of
inventory in the regular course of business, no assets of the Emeis Group have been
subject to liens or bound to sale;
xii.
Accuracy of information: the documents and information regarding the Emeis
Group and delivered to the Company are accurate, complete and not misleading. All
information necessary for a buyer to evaluate the purchase of the shares in Emeis has
been disclosed to the Company;
xiii.
Assets: except as indicated, the assets of the Emeis Group are (i) rightfully
owned and under its possession, (ii) all the assets required to conduct its business as
currently conducted and (iii) free from liens. The location and use of such assets do not
violate any law or regulation to which they are subject to. The assets are in good repair
and condition, suitable for the proposed use for which they have been acquired. There
are no claims against Emeis Group for defects in its products;
xiv.
Intellectual Property: all intellectual property used by the Emeis Group in its
activities is owned by it or has been duly licensed to it, free of liens. There are no
current or imminent proceedings which aim at contesting such intellectual property. The
use of such intellectual property or the Transaction will not violate any license term, law
or regulation applicable to it. Except as indicated, the Emeis Group (i) has not granted
any license to third parties related to the intellectual property used by it in its activities,
(ii) does not depend on third party's license to use material intellectual property to its
activities, (iii) does not have use restrictions for the intellectual property necessary to
the development of its activities;
xv.
Computer systems: the computer systems used by the Emeis Group do not
violate laws and regulations applicable to them, are fully operational, and fulfill the
purposes and activities that they are intended to, satisfying the requirements of the
activities developed by them. Such systems have sufficient mechanisms to ensure their
integrity and security;
xvi.
Leased property: the properties leased by the Emeis Group (i) are the only
properties necessary for the development of its activities, (ii) are in conditions that make
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them suitable to their proposed use, (iii) are not subject to liens, and (iv) are duly
authorized to be used. The use of such properties, as they have been currently used, does
not violate law, regulation or obligation applicable to them;
xvii. Contracts: the Emeis Group has complied with all the material obligations to
which it is bound pursuant to the terms of the agreements executed by it, which are fully
valid and enforceable in accordance with their terms. The Emeis Group's clients will
remain clients after the Transaction, subject to the same terms currently applicable to
their relationship. There is no offer of any kind made by the Emeis Group that may give
rise to a binding obligation to it. The Emeis Group has not granted any financial benefit
to a related party. The leased assets are in conditions that make them suitable to their
proposed use;
xviii. Employees: all the bonuses or incentives due to the Emeis Group' employees
have been duly paid except as indicated. Except as indicated, there is no outstanding
payment to the Emeis Group' employees in connection with the Transaction. The Emeis
Group is not a party to any agreement with unions and has been complying with all its
obligations imposed by law, regulation or agreement related to labor matters. There is
no strike or similar event, in course or imminent, involving the Emeis Group. The
Transaction will not cause the violation of labor obligations applicable to the Emeis
Group;
xix.
Retirement: all of the Emeis Group' employees are parties to retirement plans
and Emeis Group only contributes to such plans. These contributions from the Emeis
Group are made in accordance with the applicable law, regulation and obligations;
xx.
Compliance with law: the Emeis Group has complied at all times with the
applicable legislation and regulation, and has not received any notice from
governmental authorities that might indicate a violation to such legislation or regulation.
The Emeis Group has obtained all the necessary authorizations (or waivers to such
authorizations) to conduct its businesses, which are currently in force. The Emeis Group
or its representatives have not performed any act that may be considered as corruption,
pursuant to the terms of the applicable legislation and regulation;
xxi.
Documentation: all the documentation related to the Emeis Group' activities (i)
has been duly compiled and filed, (ii) is under the Emeis Group' possession, and (iii) is
in accordance with the applicable legislation and regulation. All the documents that
should have been presented to the governmental authorities, in the last three years, have
been duly and timely presented to them;
xxii. Insurance: the Emeis Group had and has valid and adequate insurance, as
required by law, for the risks usually incurred by companies that develop similar
activities. No act has been practiced that may deem such insurance invalids and none of
them will become invalid by virtue of the Transaction. All the tangible assets are
insured up to their substitution value. There are no material discussions and proceedings
between the Emeis Group and its insurance companies. The insurance policies are valid
and in force, all of their premiums have been duly paid and the Emeis Group complies
with the terms of such insurance policies;
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xxiii. Litigation: except as indicated, in the last three years, the Emeis Group was not a
party to any claim (or similar proceedings) or investigations. There are no claim or
investigation in course or imminent against the Emeis Group;
xxiv. Tax matters: all the taxes payable by the Emeis Group up to the date of the
Transaction have been or will be paid until such date, or have been duly provisioned for
payment thereafter. All the tax statements have been duly prepared and presented by the
Emeis Group. All the tax records required by law have been duly maintained by the
Emeis Group and are under its possession. All withholding obligations have been duly
fulfilled by the Emeis Group, as applicable. There is no claim (or similar proceeding),
effective or imminent, questioning the Emeis Group' tax matters, neither currently nor
during the five years previous to the Transaction. The distribution of dividends made by
the Emeis Group, the recording of its tax credits, the deductions and other material
events have complied with the applicable tax rules.

h.
Rules regarding the indemnification of the purchasers

The sellers shall indemnify the Company for losses suffered as a result of breaches of
representations and warranties and covenants set out in the Agreement, subject to a
maximum limit of AUD$ 68,250,000.00 and certain other limits and conditions.

Nonetheless, the sellers are severally liable for any claim based on the Agreement
(including claims related to representations made by the sellers) or derived from an
indemnity provided in the Agreement in proportion to the proportion of the total sale
shares sold by each seller. The sellers shall be individually and solely liable for losses in
relation to (i) release of potential guarantees that the sellers may have given to third
parties; (ii) leakage of privileged information; (iii) breach of the non-compete obligation
with Emeis.

Pursuant to the terms of the Agreement, the Company has hired a specific insurance
policy aiming at covering the amounts related to the sellers' obligations to indemnify
the Company set forth in the Agreement, up to the limit of AUD50,000,000.00, subject
to limits and conditions set forth in such policy. Except in case of fraud, losses
exceeding the limit of the policy, certain tax matters, or to the extent required to
facilitate or permit a claim based on such policy against the insurance company, the
Company shall not make a claim directly against the sellers based on their obligations to
indemnify the Company set forth in the Agreement and shall make a payment claim
against the insurance company in lieu of the sellers.

i.
Necessary governmental approvals

The Transaction is not subject to governmental approvals.

j.
Guarantees granted
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No guarantees have been granted to the Transaction.

5.
Description of the deal's purpose

With the Transaction, the Company aims at obtaining access to an expressive and global
brand, acting in Australia, Asia, Europe and North America, with excellent products
offered by means of a unique purchase experience in concept stores, providing the
increase of revenue and the strengthening of its competitive positioning, with the
purpose of generating long term value.

6.
Provide analysis of the transaction's benefits, costs and risks

With this Transaction, Natura brings a new brand to its business network. Aesop brings
as main benefits the quality of its products, its growth potential in the markets where it
already operates and the expansion to new markets on a standalone basis. Besides,
Aesop's retail management skills bring lessons that Natura may use in the future
towards its potential expansion beyond Latin American markets.

The main risks associated to the deal are growing bellow the expectations and currency
exchange rates, since Aesop operates in many countries.

7.
Inform which costs will be incurred in by the company if the transaction is not
approved

Not applicable, considering that the Company's controlling shareholders have already
expressed in favor of the approval of the Transaction.

8.
Describe the sources of the funds used in the transaction

The Transaction will be totally funded with the Company's own resources.

9.
Describe the management's plans for the company whose control is being
acquired

Natura and Aesop will continue to operate independently, but will share skills and local
technical knowledge that, in the long term, may lead Aesop to enter the Brazilian
market and Natura to explore the concept of specialized stores in other markets. The
investment in Aesop is consistent with the long term strategy of alignment with world
level brands, with a solid value proposal and exposure to markets beyond Latin
America. Natura remains completely engaged with the direct sale channel in Latin
America, which continues to gain market share and to expand.

10.
Provide a justified statement from the management recommending the approval
of the transaction
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Taking into account the information contained herein, the Company's management
recommends the approval of the Transaction, since the acquisition of Emeis will
strengthen the Company's competitive positioning, allowing the generation of long-term
value.

With the Transaction, the Company intends to expand its market share in the cosmetics
market, accessing the markets of Australia, Asia, Europe and North America, providing
the growth of revenue and strengthening of its competitive positioning, aiming
ultimately to generate value in the long term.

In view of the foregoing, the Company's management recommends that the shareholders
approve the Transaction, without any reservation or restriction.

11.
Describe any corporate relationship that exists, even if indirectly, between:

a.
Any of the sellers and the company whose control was or will be sold;
and

There is no corporate relationship, either direct or indirect, between Emeis or its
shareholders and the Company.

b.
Related parties to the Company, as defined by the accounting rules dealing with
this matter

There is no corporate relationship, either direct or indirect, between Emeis or its
shareholders and related parties to the Company.

12.
Provide details on any transaction conducted over the last 2 (two) years by
related parties to the Company, as defined by the accounting rules dealing with this
matter, involving equity interests or other securities or debt instruments of the company
whose control was or will be acquired

In the last 2 years, no transactions were conducted by related parties to the Company
involving equity interests or any other securities or debt instruments of Emeis.

13.
Provide a copy of all studies and valuation reports prepared by the Company or
by third parties substantiating the negotiation of the acquisition price.

The report prepared by KPMG is available to the shareholders at the Company's head
office.

14.
Regarding third parties that have prepared studies or valuation reports
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a.
Inform their name

Luis Augusto Motta Pinto da Luz
b.
Describe their qualifications

Partner ­ Corporate Finance ­ KPMG São Paulo
Degree in Accounting from FCPES-RJ - Cândido Mendes (Rio de
Janeiro); Executive MBA in Finance from USP - Universidade de São
Paulo; Extension course in leadership and business from Fundação Dom
Cabral; Leadership program for KPMG partners in Latin America,
sections in São Paulo, Buenos Aires, Mexico City and Miami.

Mr. Motta has extensive experience in financial projections, feasibility
studies, valuation and advisory services for mergers and acquisitions
processes. He started at KPMG in 2002 as a director and was promoted
to partner in 2006. From 1987 to 2002 he worked in the Corporate
Finance and Business Advisory area at Arthur Andersen, as Director,
Manager and Manager of Business Advisory Corporate Finance, advising
mergers and acquisitions, developing projects of economic and financial
evaluation of companies, feasibility studies, companies' restructuring
services, among others.
c.
Describe the selection process
KPMG has been selected by the management of Natura to prepare the
economic and financial valuation report of Emeis' shares, based on the
extensive experience of KPMG in the development of Mergers and
Acquisitions transactions.

d.
Inform if they are related parties to the Company, as defined by the accounting
rules dealing with this matter
KPMG is not a related party to the Company.
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EXHIBIT VIII
INFORMATION ON ACQUISITIONS REQUIRED BY CVM INSTRUCTION
481 ­ EXHIBIT 20
RIGHT TO WITHDRAW
1. Describe the event that led or will lead to the right to withdraw and its legal
grounds

The event that will lead to the right to withdraw, pursuant to paragraph 2 of Article 256
of the Brazilian Corporation Law, is the acquisition of the control of Emeis Holdings
Pty Ltd., an Australian manufacturer of premium cosmetics and beauty products which
operates with the "Aesop" trademark in Australia, Asia, Europe and North America,
since the acquisition price exceeded 1.5 times the net shareholders' equity of Emeis' at
market prices.
2. Inform the shares and classes of shares to which the right to withdraw will apply

The right to withdraw applies to all Company shareholders who dissent from the
resolution that ratifies the Transaction. For the purpose of the withdraw right, dissenting
shareholders are those who (a) have voted against the ratification of the Transaction; (b)
have abstained from voting on the ratification of the Transaction; or (c) have not
attended the General Meeting for the ratification of the Transaction.
3. Inform the date of the first publication of the call notice to the General Meeting,
as well as the date of the first publication of the material fact related to the
resolution that led or will lead to the withdrawal

Date of the first publication of the call notice: March 13, 2013.
Publishing date of the material fact: December 21, 2012.
4. Inform the period for the exercising of the right to withdraw and the date that
will be considered for the purpose of determining the holders of shares who will
be entitled to the withdrawal

The shareholders of the Company on December 21, 2012, the publishing date of the
first material fact announcing the Transaction, including trades made on such date, will
be entitled to the reimbursement. The right to withdraw shall be exercised within 30
days of the date of publication of any resolution of the shareholders passed at a General
Meeting that ratifies the Transaction.
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5. Inform the reimbursement value per share or, in case it is not possible for it to be
determined, the estimate value provided by the management

The reimbursement value shall be R$3.0424 per share.
6. Inform how the reimbursement value has been calculated

The reimbursement value has been calculated based on the net shareholders' equity
value of the shares, which was based on the Company's balance sheet dated December
31, 2012, which shall be submitted to the shareholders' approval at an Annual General
Meeting, together with the other financial statements of the Company, pursuant to
article 45, §1, of Law No. 6,404/76.
Net Shareholders' Equity
Number of Shares
Net Shareholders' Equity
Value / Share
R$ 1,306,096,118.92
429,297,919
R$ 3.0424
7. Inform if the shareholders will have the right to request the preparation of a
special balance sheet

The dissenting shareholders may request the preparation of a special balance sheet,
pursuant to article 45, §2, of the Brazilian Corporation Law.
8. In the event the reimbursement amount is determined by an appraisal, list the
experts or specialized companies recommended by the management

Not applicable.
9. In case of merger, merger of shares or amalgamation involving controlled or
controlling companies, or companies under common control
a. Calculate the share replacement ratios based on the net shareholders' equity
value at market prices or other criterion accepted by the CVM

Not applicable.
b. Inform if the share replacement ratios indicated in the protocol of the
transaction are less favorable than those calculated in accordance with item
9(a) above


Not applicable.
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c. Inform the reimbursement value calculated based on the value of the net
shareholders' equity value at market prices or other criterion accepted by the
CVM

Not applicable.
10. Inform the book value of each share, based on the last balance sheet approved by
the shareholders
The book value of each share, based on their book value according to the Company's
balance sheet dated December 31, 2012, is R$3.0424.
11. Regarding each class or type of share to which the right to withdraw is
applicable, inform their corresponding price in the exchange market in which
they are traded, identifying:
i.
the lower, average and higher prices in each year, for the last three (3)
years
Year
Lower
Average
Higher
2012
35.75
59.00
47.45
2011
30.12
50.27
39.37
2010
31.79
49.45
40.71
ii.
the lower, average and higher prices in each quarter, for the last two (2)
years

Quarters/12
Lower
Average
Higher
1Q12
35.75
42.78
39.76
2Q12
39.43
48.50
43.33
3Q12
44.96
55.75
51.18
4Q12
52.68
59.00
55.86
Quarters/11
Lower
Average
Higher
1Q11
39.68
50.27
44.48
2Q11
38.20
47.70
42.64
3Q11
30.79
41.70
35.76
4Q11
30.12
37.97
34.78
iii.
the lower, average and higher prices in the last six (6) months
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Month 2012
Lower
Average
Higher
August/12
49.63
54.48
52.13
September/12
48.80
55.75
53.59
October/12
52.68
56.99
55.02
November/12
54.04
56.80
55.47
December/12
55.76
59.00
57.31
January/13
52.01
59.88
56.01
February/13
50.12
56.64
52.72
iv.
the average price in the last ninety (90) days:
Period
Average
Dec/12 to Feb/13
55.40
Nov/12 to Jan/12
56.24
Oct/12 to Dec/12
55.86