background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.


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

MINUTES OF THE SHAREHOLDERS ANNUAL AND EXTRAORDINARY
MEETINGS HELD ON APRIL 12, 2013

1.
Date, Time and Place: April 12, 2013 at 10:20 a.m., at the registered offices of
the Company, located in the City of Itapecerica da Serra, State of São Paulo, at Rodovia
Régis Bittencourt, Km 293, s/nº., Edifício I, ZIP Code 06882-700.

2.
Statutory Publications: (i) Call Notice published in "Diário Oficial do Estado
de São Paulo", in its editions dated March 13, 14 and 15, 2013, on pages 43, 108 and
172, respectively, and in the newspaper "Valor Econômico" , in its editions dated
March 13, 14 and 15, 2013 on pages B9, C13 and C9, respectively; (ii) Management
Report, Financial Statements as of and for the fiscal year ended December 31, 2012,
together with the related Explanatory Notes and Opinion from the Company's Risk
Management, Audit and Finance Committee, as well as of the Auditors' Report on the
Financial Statements prepared by Ernst & Young Terco Auditores Independentes S.S.
("Independent Auditors"), published on February 7, 2013 in "Diário Oficial do Estado
de São Paulo" (Caderno Empresarial, pages 43 to 57) and in the newspaper "Valor
Econômico" (pages B17 to B26).
3.
Attending Members: Shareholders representing 78% of the aggregate and
voting capital stock of the Company, as evidenced by the signatures appearing on the
Book of Attendance of the Shareholders. Also present were Mr. Roberto Pedote and
Ms. Lucilene Silva Prado, the CFO and Investors Relations Officer and the Director of
Legal Affairs of the Company, respectively, and Mr. Luiz Carlos Passetti, CRC nº
1SP144343/O-3, representing the Independent Auditors of the Company, and Mr. Luís
Augusto Motta Pinto da Luz, CRC nº 1SP222433/O-9, partner of KPMG Corporate
Finance Ltda. ("Appraiser"), responsible for the economic-financial appraisal report of
Emeis Holding Pty. Ltd.
4.
Composition of the Meeting Board: Roberto Pedote - Chairman, Lucilene
Silva Prado - Secretary.
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
5.
Agenda: At the Shareholders Annual Meeting: (1) the taking of management
accounts, the review, discussion and vote of the Financial Statements as of and for the
fiscal year ended December 31, 2012; (2) the examination of the capital budget
proposals for the year 2013 and of allocation of the net profit of the fiscal year ended
December 31, 2012, as well as resolution on the distribution of dividends and payment
of interest on shareholders' equity; (3) election of the Board of Directors of the
Company; and (4) setting of the global compensation of the Company's managers to be
paid until the Annual Meeting deliberating on the Financial Statements of the fiscal year
ended December 31, 2013.

At the Shareholders Extraordinary Meeting: (1)
change of the address of the
Company's registered office to the City of São Paulo, State of São Paulo, with the
consequent amendment of Article 2
nd
of the By Laws; (2) improvement of the wording
of the Company's corporate purpose so as to provide the trading, export and import of
electric devices for personal use, baby's and infant's articles, and bed, table and bath
linen, with the consequent amendment of Article 3
rd
of the By Laws; (3) amendment of
the wording of articles 15, 18 and 19 so as to exclude the offices of Co-Chairman of the
Board of Directors; (4) amendment of articles 34, 35 and 49 so as to improve the
wording of the Company's By Laws; (5) consolidation of the Company's By Laws; and
(6) ratification, pursuant to the provisions of §1
st
of art. 256 of Law 6,404/76, of the
acquisition, by the Company, of 65% of the capital stock of the Australian company
Emeis Holdings Pty Ltd., as disclosed by the Company in Material Facts published on
December 21, 2012 and March 1
st
, 2013.

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

6.1. To state that the minutes referring to the Meetings will be drawn in the summary
form and publish with the omission of the shareholders' signatures, pursuant to
paragraphs 1
st
and 2
nd
of Art. 130 of Law nº 6,404/76.

6.2. At the Shareholders Annual Meeting:

6.2.1.
To approve, by a majority of votes and with no disclaimer whatsoever, after
having been reviewed and discussed, the management accounts and the Financial
Statements of the Company as of and for the fiscal year ended December 31, 2012,
which, together with the related Explanatory Notes, the Opinion from the Company's
Risk Management, Audit and Finance Committee and the Independent Auditors
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
Opinion on the Accounting Statements of the Company, were fully published on
February 7, 2013, in "Diário Oficial do Estado de São Paulo" (Caderno Empresarial,
pages 43 to 57) and in "Valor Econômico" (pages B17 to B26).

6.2.2. To approve, by a majority of votes and with no disclaimer whatsoever, the
capital budget of the Company for the year 2013 that, including fixed assets and
working capital, shall be of R$582,000,000.00, fully funded from third parties'
proceeds.

6.2.3. To approve, by a majority of votes and with no disclaimer whatsoever, the
proposal of the allocation of the results of the fiscal year ended December 31, 2012,
corresponding to R$861,223,452.14, as follows: (i) R$796,530,972.63, to the payment
of dividends; (ii) R$58,346,716.06, to the payment of interest on shareholders' equity;
and (iii) R$6,345,763.45, to the Tax Incentive Reserve. Of the amount referring to
payment of dividends and interest on shareholders' equity, after set-off against interim
dividends paid throughout the fiscal year of 2012, there shall remain a net balance
payable of R$491,344,801.86, which shall be distributed to the shareholders as follows:
(a) dividends, in the aggregate amount of R$469,512,954.93, corresponding to
R$1.09367629 per share (excluding treasury shares), without withholding of the Income
Tax, as per the applicable legislation in force. Shareholders of record as of February 15,
2013, shall be entitled to such dividends, provided that from February 18, 2013,
onwards, the shares of the Company shall be traded ex-dividends; and (b) interest on
shareholders' equity, referring to the period comprised between July 26 and December
31, 2012, in the aggregate amount of R$21,831,846.93, corresponding to
R$0.05085477, per share (excluding treasury shares), with withholding of 15% Income
Tax, resulting in net interest on shareholders' equity of R$18,557,069.89, corresponding
to R$0.04322656 per share, except for the shareholders that demonstrate to be tax
exempted or immune. Shareholders of record as of February 15, 2013, shall be entitled
to such interest on shareholders' equity, provided that from February 18, 2013 onwards,
the shares of the Company shall be traded ex-interest on shareholders' equity. In view
of the fact that the balance of the Legal Reserve, added to the Capital Reserves,
outreached the amount of the capital stock of the Company by 30%, the Company did
not allocate 5% of its net profits for the fiscal year ended December 31, 2012 to the
constitution of the Legal Reserve. Shareholders as of the aforementioned dates, entitled
to receive dividends and interest on shareholders' equity and having a credit option
registered with Banco Itaú S.A., the Depositary Financial Institution for shares of the
Company's issuance, shall have their dividends and interest on shareholders' equity
automatically credited on April 17, 2013. Shareholders that do not have such credit
option registered with Banco Itaú S.A. shall appear at a branch of Banco Itaú S.A. to
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
proceed with the updating of their identification data required for the subsequent receipt
of dividends and interest on shareholders' equity, subject to a minimum term for deposit
of three (3) business days counted from the date of updating of the identification data
(on or after April 17, 2013). For shareholders users of the fiduciary custody provided by
CBLC ­ Companhia Brasileira de Liquidação e Custódia, dividends and interest on
shareholders' equity shall be credited, on April 17, 2013, in accordance with their
identification register (cadastros) kept at that Institution.

6.2.4. To approve, by a majority of votes and with no disclaimer whatsoever, that the
Board of Directors shall be formed by nine (9) members, being reelected, with term of
office until the Shareholders' Annual Meeting to be held in 2014, the following: (a) Mr.
ANTONIO LUIZ DA CUNHA SEABRA, a Brazilian citizen, married, economist,
holder of Identity Card RG nº 3.524.557 SSP/SP, enrolled as a Taxpayer under CPF/MF
nº 332.927.288-00, with business address in the City of São Paulo, State of São Paulo,
at Rua Amauri, nº 255, 4
th
floor; (b) Mr. GUILHERME PEIRÃO LEAL, a Brazilian
citizen, divorced, business manager, holder of Identity Card RG nº 4.105.990-6 SSP/SP,
enrolled as a Taxpayer under CPF/MF nº 383.599.108-63, with business address in the
City of São Paulo, State of São Paulo, at Rua Amauri, nº 255, 4
th
floor; (c) Mr. PEDRO
LUIZ BARREIROS PASSOS, a Brazilian citizen, married, engineer, holder of
Identity Card RG nº 4.700.753 SSP/SP, enrolled as a Taxpayer under CPF/MF nº
672.924.618-91, with business address in the City of São Paulo, State of São Paulo, at
Rua Amauri, nº 255, 4
th
floor; (d) Mr. LUIZ ERNESTO GEMIGNANI, a Brazilian
citizen, married, mechanical engineer, holder of Identity Card RG nº 3.587.626-8
SSP/SP, enrolled as a Taxpayer under CPF/MF nº 345.209.708-06, with business
address in the City of São Paulo, State of São Paulo, at Avenida Presidente Juscelino
Kubitschek, nº 1.830, 14
th
floor, Torre 4, Itaim Bibi, ZIP CODE 04543-900; (e) Mr.
JULIO MOURA NETO, a Brazilian citizen, married, business manager and engineer,
holder of Identity Card RG n° 04547S42-7 SSP/RJ, enrolled as a Taxpayer under
CPF/MF nº 468.948.027-34, with business address in the City of São Paulo, State of
São Paulo, at Rua Amauri, nº 255, 4
th
floor; (f) Mr. MARCOS DE BARROS
LISBOA, a Brazilian citizen, divorced, economist, holder of Identity Card RG­
Detran/RJ nº 006.653.074-2, enrolled as a Taxpayer under CPF/MF nº 806.030.257-49,
with business address in the City of São Paulo, State of São Paulo, at Praça Alfredo
Egydio de Souza Aranha, 100, Torre Olavo Setúbal, Jabaquara, ZIP CODE: 04344-902;
(g) Mr. RAUL GABRIEL BEER ROTH, a Uruguayan citizen, married, engineer,
holder of Foreigners Identity Card RNE W512502-2, enrolled as a Taxpayer under
CPF/MF nº 761.608.078-20, with business address in the City of São Paulo, State of
São Paulo, at Avenida Pacaembu, 1.976, Pacaembu, ZIP CODE 01234-000; (h) Mr.
PLÍNIO VILLARES MUSETTI, a Brazilian citizen, married, civil engineer, holder of
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
Identity Card 4.140.800-7 SSP/SP, enrolled as a Taxpayer under CPF/MF nº
954.833.578-68, with business address in the City of São Paulo, State of São Paulo, at
Rua Amauri, 255, 17
th
floor, Itaim Bibi, ZIP CODE 01448-000, and (i) Mr. ROBERTO
DE OLIVEIRA LIMA, a Brazilian citizen, divorced, business manager, holder of
Identity Card 4.455.053-4 SSP/SP, enrolled as a Taxpayer under CPF/MF nº
860.196.518-00, with business address in the City of São Paulo, State of São Paulo, at
Rua Afonso Bráz, 579, 3
rd
floor, Moema, ZIP CODE 04511-011.

6.2.5. To record that: (i) Messrs. LUIZ ERNESTO GEMIGNANI, MARCOS DE
BARROS LISBOA
and ROBERTO DE OLIVEIRA LIMA, fulfill the requirements
provided for in the Novo Mercado Segment Listing Rules of the BM&FBOVESPA,
being therefore considered as independent directors; (ii) the résumés of the directors
elected hereby were submitted to the Meeting in compliance with the provisions of §2
nd
of Art. 3
rd
of CVM Instruction nº 367/02; (iii) the directors, having executed the
Managers' Term of Adherence to the Novo Mercado Segment Listing Rules take their
offices by means of the execution of the respective investiture terms in the proper book,
whereupon they shall provide the declaration of absence of impediment provided for in
the law.

6.2.6. To approve, by a majority of votes and with no disclaimer whatsoever, the
annual global compensation of the members of the Board of Directors and Management
of the Company, in the aggregate amount of R$23.480.585,23, to be paid from the
present date until the date in which the Shareholders' Annual Meeting of 2014 shall be
held.




6.3. At the Shareholders' Extraordinary Meeting:

6.3.1. To approve, by a majority of votes, the change of address of the Company's
registered office to the City of São Paulo, State of São Paulo, at Avenida Alexandre
Colares, 1188, Vila Jaguara, CEP 05106-000; Article 2
nd
of the Company's By Laws
shall hereinafter be read as follows, being incumbent upon the Board of Executive
Officers to establish an eventual new address inside the City of São Paulo:
"Article 2
nd
- The registered office of the Company is located in the
City of São Paulo, State of São Paulo."
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
6.3.2. To approve, by a majority of votes, the amendment of article 3
rd
of the
Company's By Laws, so as to provide trading, export and import of electric devices for
personal use, baby's and infant's apparels, and bed, table and bath linen; such article 3
rd
of the By Laws shall hereinafter read as follows:
"Article 3
rd
- The purposes of the Company are as follows:

I. trading, export and import of beauty and personal care products,
toiletry, cosmetics, apparel, electric apparatus for personal use,
jewelry, costume jewelry, home articles, baby's and infant's articles,
bed, table and bath linen and clothing, 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."

6.3.3. To approve, by a majority of votes, the amendment of the Company's By Laws,
as per the Management's Proposal, so as to implement the following changes: (a)
amendment of the wording of articles 15, 18 and 19 so as to exclude the offices of Co-
Chairman of the Board of Directors; and (b) amendment of articles 34, 35 and 49 so as
to improve the wording of the Company's By Laws.

6.3.4. To approve, by a majority of votes, the consolidation of the Company's By
Laws, which shall hereafter read according to the Exhibit I to the present Minutes.

6.3.5 To ratify, by a majority of votes, the acquisition of the control of the Australian
company Emeis Holdings Pty Ltd., according to the provisions set forth by paragraph 1,
Art. 256 of Law No. 6,404/76.
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
Shareholders dissenting from the resolution of this item 6.3.5 are entitled to exercise
their right to withdraw the Company, as provided for in Law No. 6,404/76. Such right
shall be conferred upon dissenting shareholders evidencing to be shareholders of the
Company as of the date of first publication of the Material Fact disclosing the
transaction with Emeis Holdings Pty Ltd, namely, December 21, 2012, including in
such calculation any transactions made on such date, and who shall expressly state
his/her intention to exercise such right within 30 days from the date of publication of the
present Minutes. The expected date for payment of the redemption amount is up to 30
days from the date of expiration of the term provided for the exercise of the righ to
withdraw the Company.

CLOSING: With no further matters to be discussed, the meeting was adjourned and
these Minutes, drawn in summary form, were read, approved and executed by the
attending members.
I hereby certify that the present is a true and correct copy of the original Minutes, drawn
in the appropriate book.
Itapecerica da Serra, April 12, 2013
____________________________
Lucilene Silva Prado
Secretary
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Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
BY-LAWS OF NATURA COSMÉTICOS S.A.
CHAPTER I
NAME, REGISTERED OFFICE, PURPOSES AND DURATION
Article 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").
Article 2 - The registered office of the Company is located in the City of São Paulo,
State of São Paulo.
Paragraph 1st ­ 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.
Article 3 - The purposes of the Company are as follows:
I. trading, export and import of beauty and personal care products, toiletry,
cosmetics, apparel, electric apparatus for personal use, jewelry, costume jewelry,
home articles, baby's and infant's articles, bed, table and bath linen, 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.
Article 4 - The duration of the Company is for an indefinite period of time.
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
CHAPTER II
CAPITAL STOCK, SHARES AND SHAREHOLDERS
Article 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.
Article 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 1st ­ Within the limits of the authorized capital, the Board of
Directors may approve the issuance of warrants and convertible debentures.
Paragraph 2nd ­ The Board of Directors may grant stock purchase or
subscription options, under the Stock Purchase or Subscription Option Plans
approved by the Shareholders' Meeting, to the Managers and employees of the
Company, as well as to Managers and employees of other companies directly or
indirectly controlled by the Company, without preemptive rights to the
shareholders at the time of either grant or exercise of such options, subject to the
balance of the authorized capital limit at the time of exercise of subscription
options, and the balance of treasury shares at the time of exercise of purchase
options.
Paragraph 3rd ­ The Company is forbidden from issuing founder's shares.
Article 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.
Article 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
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
shareholder by the depositary institution, as defined in the relevant custody
agreement.
Article 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
CHAPTER III
MANAGEMENT OF COMPANY
PART I
SHAREHOLDERS' MEETING
Article 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 1st ­ The resolutions of the Shareholders' Meeting will be passed by
a majority of votes.
Paragraph 2nd ­ The Shareholders' Meeting may only resolve on the matters
listed in the agenda for the meeting, as set forth in the relevant call notice.
Article 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.
Article 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;
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
IV. to approve stock purchase or subscription option plans for the Managers and
employees of the Company, as well as for the Managers and employees of other
companies directly or indirectly controlled by the Company;
V. to resolve on the allocation of the net income for the year and the distribution
of dividends;
VI. to appoint a liquidator and the Audit Committee that will serve during the
period of liquidation;
VII. to resolve on delisting the Company from the Novo Mercado listing segment
of the BM&FBOVESPA - Bolsa de Valores Mercadorias e Futuros ­
("BM&FBOVESPA"); and
VIII. to select the specialized firm or entity charged with preparation of an
appraisal report for the shares of the Company, in the case of cancelation of
registration as publicly-held company or delisting from the Novo Mercado, as
provided in Chapter 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
Article 13 - The Company will be managed by the Board of Directors and the Board of
Executive Officers.
Paragraph 1st ­ 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 2nd ­ 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.
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
Paragraph 3rd ­ The Managers will hold their positions until such time as their
replacements will have taken office.
Article 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.
Article 15 - A majority of members will constitute a quorum for the meetings of any of
the management bodies of the Company, which meetings will pass their resolutions by a
majority of votes of the attendees.
Paragraph 1st ­ In the event of tie in the vote at any meeting of the Board of
Directors, the member of the Board of Directors who is presiding the meeting will
cast a deciding vote.
Paragraph 2nd ­ 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
Article 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 1st - 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 Article 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 2nd ­ 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.
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
Paragraph 3rd ­ Pursuant to Article 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 4th ­ 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 5th ­ 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 6th ­ 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.
Article 17 ­ At the time of election of directors, the Shareholders' Meeting will first
determine by a majority of votes the number of directors to be elected. If the cumulative
voting system has not been requested pursuant to law, the Shareholders' Meeting will
vote on slates of directors filed in advance with the chair, which will ensure that
shareholders owning, individually or as a block, fifteen percent (15%) or more of the
common shares of the Company will be entitled to nominate one director, subject to the
limitation in the leading paragraph of Article 16. The chair may not acceptance for
filing a slate in violation of the provision of this article.
Article 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 1st ­ 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 2nd ­ In case resignation or 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.
Article 19 - The Board of Directors will hold regular meetings four (4) times a year,
and may hold special meetings whenever called by Chairman or by the majority of
directors. The Board meetings may exceptionally be held by telephone conference,
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
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 1st ­ Notice to all meetings will be given at least seventy-two (72)
hours in advance.
Paragraph 2nd ­ 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 3rd ­ 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 4th ­ In the event of temporary absence of any director, he or she may
be substituted at Board meetings by another director that he or she may have
expressly appointed under a specific power of attorney, stating, among other
things, the votes to be cast on the items of the agenda for each meeting. In such
case, the substitute, in addition to his or her own vote, will cast the vote
previously indicated by the absent director. Only an Independent Director may
substitute for an absent Independent Director.
Article 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;
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
V. to take action to call the Shareholders' Meeting, at such times as the Board
deems fit, or in the case of Article 132 of the Corporation Law (Law No.
6,404/76);
VI. to oversee the performance of the executive officers; to examine at any time
the books and records of the Company; and to request information on any
contracts made or about to be made and any other acts;
VII. to review the quarterly results of operations of the Company;
VIII. to select and replace the independent auditors;
IX. to call for the presence of the independent auditors to provide clarification as
required;
X. to issue an opinion on the Management Report and the accounts of the Board
of Executive Officers, and to resolve on the submission thereof to the
Shareholders' Meeting;
XI. to approve annual and multi-annual budgets, strategic plans, expansion
projects and investment programs, and to follow up on the implementation
thereof;
XII. to approve the creation and dissolution of subsidiaries and the taking of
ownership interests in other companies, in Brazil or abroad, as well as the
establishment of branch offices, warehouses, offices and any other premises
abroad;
XIII. to order any inspection, audit or taking of accounts with respect to
subsidiaries, Controlled companies or affiliates of the Company, or any
foundations maintained by the Company;
XIV. to previously discuss any matters to be submitted to the Shareholders'
Meeting;
XV. to authorize the issuance of shares in the Company within the limits
authorized in Article 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;
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
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 1st of
Article 6 hereof;
XVIII. to grant stock purchase or subscription options, under Stock Purchase or
Subscription Option Plans adopted by the Shareholders' Meeting, to the Managers
and employees of the Company, as well as to the Managers and employees of
other companies directly or indirectly controlled by the Company, without
preemptive rights to the shareholders at the time of either award or exercise of
such options, with due regard for the balance of the authorized capital at the time
of exercise of stock subscription options, and the balance of treasury shares at the
time of exercise of the stock purchase options;
XIX. to set the amount of any profit-sharing to the executive officers, managers
and employees of the Company;
XX. to resolve on the issuance of debentures;
XXI. to authorize the Company to give a guaranty or security for the obligations
of third parties;
XXII. to approve the levels of authority and the policies of the Board of Executive
Officers, as well as any modifications thereof, including rules governing (a)
acquisition of fixed assets and incurrence of financial obligations; (b)
encumbrance of fixed assets; (c) raising of money and issuance of debt securities
for the raising of money, such as bonds, notes, commercial papers, promissory
notes and others generally used in the marketplace, and to approve the terms of
issuance and redemption thereof, among other rules as to levels of authority; and
to oversee compliance with such policies by the executive officers;
XXIII. to define the list of three firms specialized in economic appraisal in charge
of preparing an appraisal report for the shares of the Company in the case of the
Tender Offer for cancellation of registration as a publicly-held company or
delisting from the Novo Mercado;
XXIV. to approve engagement of the institution that will serve as transfer agent
for the book-entry shares of the Company;
XXV. with due regard for the provisions of these By-laws and prevailing
legislation, to regulate the proceedings of the Board and to issue or adopt internal
regulations for its operation;
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
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 Article 28,
Paragraph 3rd; 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
Article 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 1st ­ The Board of Executive Officers will be elected preferably on
the date the Annual Shareholders' Meeting is held.
Paragraph 2nd ­ 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 3rd ­ The remaining executive officers will be replaced, in the case of
temporary absence or impediment, by another executive officer selected by the
Board of Executive Officers. In the case of the vacancy, the Board will appoint an
interim replacement who will serve until the Board of Directors elects a
permanent replacement for the unexpired portion of the term.
Article 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
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
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.
Article 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.
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
Article 24 ­ It is incumbent on the executive officers, in addition to carrying out the
activities assigned to them by the Board of Directors, to discharge the following duties:
Paragraph 1st ­ 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 2nd ­ 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 3rd ­ 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;
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
(c) to retain and oversee legal services to be provided by outside professionals;
(d) to prepare legal reports and to provide information on his or her areas of
responsibility to the bodies of the Company; and
(e) to plan and carry out management policies for his or her areas of
responsibility.
Article 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 1st ­ 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 2nd ­ 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 3rd ­ 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 4th ­ 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;
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
(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 5th ­ Any acts performed in unconformity with the provisions of this
article will be devoid of validity and will not be binding on the Company.
PART III
AUDIT COMMITTEE
Article 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 1st ­ 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 2nd ­ The internal regulations applicable to the Audit Committee will
be approved by the Shareholders' Meeting that convenes the Audit Committee.
Paragraph 3rd - 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.
CHAPTER IV
DISTRIBUTION OF INCOME
Article 27 - The fiscal year of the Company will start on January 1 and will end on
December 31 of each year.
Paragraph 1st ­ 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;
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
(d) statement of cash flows;
(e) statement of added value; and
(f) notes to the financial statements.
Paragraph 2nd ­ 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.
Article 28 - The shareholders will be entitled to receive as dividends each year a
mandatory minimum percentage of thirty percent (30%) of the net income, as adjusted
by:
I. adding the amounts resulting from reversal during the year of contingency
reserves previously established;
II. deducting the amounts set aside during the year for establishment of the
statutory reserve and contingency reserves; and
III. where the mandatory minimum dividend exceeds the realized portion of the
net income for the year, the management may propose, and the Shareholders'
Meeting may approve, allocation of the excess to an unrealized profits reserve
(Article 197 of Law 6,404/76, as amended by Law 10,303/01).
Paragraph 1st ­ 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 article, 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 2nd ­ 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 3rd ­ The Company may prepare semi-annual or other interim
balance sheets, and the Board of Directors may approve a distribution of
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
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 4th ­ Any dividends that fail to be claimed within a period of three
(3) years will revert to the Company.
Paragraph 5th - The Board of Directors may pay or credit interest on
shareholders' equity in accordance with the provisions of prevailing regulations.
Article 29 - The Shareholders' Meeting may approve the capitalization of any reserves
established in a semi-annual or other interim balance sheet.
CHAPTER V
SALE OF CONTROLLING INTEREST, CANCELLATION OF
REGISTRATION AS A PUBLICLY-HELD COMPANY, AND DELISTING
FROM THE NOVO MERCADO
Article 30 - The sale of a Controlling Interest in the Company in a single transaction or
series of successive transactions must be agreed upon under a condition precedent or
subsequent that the Purchaser will make a tender offer to purchase the remaining shares
of the Company, subject to the terms of, and within the time limits prescribed by,
prevailing legislation and the Novo Mercado Listing Regulations, so that the holders of
such remaining shares may receive the same treatment as accorded to the Selling
Controlling Shareholder.
Article 31 - A tender offer as referred to in the preceding article 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.
Article 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 Article 30 of these Bylaws; and
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
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.
Article 33 - For the purposes of these By-laws, the following capitalized terms will
have the following meanings:
"Controlling Shareholder" and "Selling Controlling Shareholder" have the
meanings assigned to such terms in the Novo Mercado Regulations.
"Relevant Shareholder" means any person (including, without limitation, any
natural person or legal entity, investment fund, joint ownership arrangement,
securities portfolio, pooling of interests or other organization residing, domiciled
or headquartered in Brazil or abroad) or group of persons bound to a Relevant
Shareholder under a voting agreement and/or representing the same interests as a
Relevant Shareholder, that subscribes to and/or purchases shares of the Company.
Examples of the person representing the same interests as a Relevant Shareholder
include any person (i) that is directly or indirectly controlled or managed by such
Relevant Shareholder, (ii) that controls or manages in any manner such Relevant
Shareholder, (iii) that is directly or indirectly controlled or managed by any
person that directly or indirectly controls or manages such Relevant Shareholder,
(iv) in which the controlling person of such Relevant Shareholder directly or
indirectly has an ownership interest equal to or greater than thirty percent (30%),
(v) in which such Relevant Shareholder directly or indirectly holds an ownership
interest equal to or greater than thirty percent (30%), or (vi) that directly or
indirectly holds an ownership interest in such Relevant Shareholder equal to or
greater than thirty percent (30%).
"Managers" when used in the singular mean an executive officer or director of
the Company, and when used in the plural mean the executive officers and the
directors of the Company collectively.
"Purchaser" means a person to whom a Selling Controlling Shareholder transfers
Controlling Shares in a Sale of the Controlling Interest in the Company.
"Sale of the Controlling Interest in the Company" has the meaning assigned to
such term in the Novo Mercado Regulations.
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
"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.
Article 34 - Any Relevant Shareholder that acquires or becomes the owner of shares of
the capital stock of the Company corresponding to twenty-five percent (25%) or more
of the total shares of the capital stock of the Company must, within no more than sixty
(60) days after the date of acquisition or the event giving rise to ownership of shares
corresponding to twenty-five percent (25%) of more of the total shares of the capital
stock of the Company, make or apply for registration of, as the case may be, a tender
offer to purchase all shares of the capital stock of the Company ("Tender Offer"),
subject to the provisions of the applicable regulations issued by the Brazilian Securities
Commission - CVM, the regulations issued by BM&FBOVESPA, and the terms of this
article.
Paragraph 1st ­ 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.
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
Paragraph 2nd ­ 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 article.
"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 11th below)
minus the net consolidated indebtedness of the Company, divided by the total
number of shares of the capital stock of the Company.
Paragraph 3rd ­ A Tender Offer made as aforesaid in this article 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 4th ­ A Tender Offer as aforesaid in this article 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 5th ­ The Relevant Shareholder will be under an obligation to comply
with any requests or requirements that may be made by the Brazilian Securities
Commission ­ CVM concerning the Tender Offer, within the maximum time
limits prescribed by applicable regulations.
Paragraph 6th ­ In the event the Relevant Shareholder fails to meet the
obligations imposed by this article, 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
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
under any obligation imposed by this article, in accordance with the terms of
Article 120 of Law No. 6,404, dated December 15, 1976.
Paragraph 7th ­ Any Relevant Shareholder that purchases or becomes the holder
of other rights, including rights of usufruct or trust, 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 Article 34.
Paragraph 8th ­ The obligations under Article 254-A of Law No. 6,404/76, and
Articles 30, 31 and 32 of these By-laws will not circumvent compliance by the
Relevant Shareholder with the obligations under this article.
Paragraph 9th ­ The provisions of this Article 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 10th ­ 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 article, 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 11th ­ For the purposes of these By-laws, the capitalized terms below
will have the following meanings:
"Average Consolidated EBITDA of the Company" is the arithmetic mean of
the Consolidated EBITDA 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
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
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 12th ­ Should the regulations issued by the Brazilian Securities
Commission ­ CVM applicable to the Tender Offer under this article 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 article will be the purchase price
determined according to the regulations issued by the Brazilian Securities
Commission ­ CVM.
Article 35 - Any Relevant Shareholder that subscribes to and/or purchases shares of the
capital stock of the Company in an amount equal to or greater than thirty percent (30%)
of the total Outstanding Shares (as defined in the Novo Mercado Regulations) of the
Company, and subsequently wishes to purchase additional shares of the Company on a
stock exchange, will be required, prior to any such additional purchase, to advise in
writing the Company and the 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 may
participate, in compliance at all times with applicable legislation, the regulations of the
Brazilian Securities Commission ­ CVM, and the regulations of BM&FBOVESPA.
Sole Paragraph ­ In the event the Relevant Shareholder fails to meet the
obligations imposed by this article, 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 article, as
provided in Article 120 of Law No. 6,404, dated December 15, 1976.
Article 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 1st of
Article 39, subject to applicable rules and regulations.
Article 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
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
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 1st of Article 39, subject to applicable rules and regulations.
Article 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 article, within one hundred and twenty
(120) days after the Shareholders' Meeting that approves the transaction in question.
Paragraph 1st ­ 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 2nd ­ 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.
Article 39 - The appraisal report referred to in Articles 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 Article 8 of Law No. 6,404/76, and will provide for the liability mentioned in
Paragraph 6 of said Article 8.
Paragraph 1st - 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
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
twenty percent (20%) of the total Outstanding Shares and, on second call, upon
attendance by any number of shareholders owning Outstanding Shares.
Paragraph 2nd ­ The costs related to preparation of the appraisal report will be
fully borne by the offeror.
Article 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.
Article 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.
Article 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 Article 39 of these By-laws, subject to
applicable rules and regulations.
Paragraph 1st ­ The Controlling Shareholder will be required to make such
tender offer for purchase of shares.
Paragraph 2nd ­ 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 3rd ­ 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 4th ­ 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.
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
Article 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.
Article 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.
CHAPTER VI
ARBITRATION
Article 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.
CHAPTER VII
LIQUIDATION OF THE COMPANY
Article 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.
CHAPTER VIII
FINAL AND TEMPORARY PROVISIONS
Article 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.
background image
Exhibit I to the Minutes of the Annual and Special Shareholders' Meetings of Natura
Cosméticos S.A., held on April 12, 2013.
Article 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
Article 49 - The provisions of Article 34 hereof will not apply to the current
shareholders of the Company that already own fifteen percent (15%) of more of the total
shares of the capital stock of the Company or to the successors of such shareholders,
including in particular the controlling shareholders of the Company signatories to the
Shareholders' Agreement dated April 26, 2007 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, but will apply only to those investors that purchase shares and
become shareholders of the Company after registration of the Company as a publicly-
held company with the Brazilian Securities Commission ­ CVM and after its shares
have commenced trading on BOVESPA.
____________________________
Lucilene Silva Prado
Secretary of the Meeting Board