NATURA &CO HOLDING S.A. 
By
CNPJ/MF No. 71.673.990/0001-77
NIRE 35.300.143.183
Publicly-Held Company
The Board of Directors of NATURA COSMÉTICOS S.A. ("Company"), by its Co- Chairman, Mr. Pedro Luiz Barreiros Passos, is honored to invite the Shareholders of the Company for the Extraordinary and Annual General Meetings, to be held, cumulatively, at 10:20 a.m., on April 13, 2012, at the Company's headquarters, located in the city of Itapecerica da Serra, State of São Paulo, at Rodovia Régis Bittencourt, w/o no., Km 293, Building I, with the purpose of deliberating upon the following agenda:
In the Extraordinary General Meeting:
(1) change article 5 of the Company's By-Laws, to reflect the
capital increases approved by the Board of Directors, within
the limits of the authorized share capital, up to the date of
the General Meeting; and (2) approve a comprehensive reform
and consolidation of the Company's By-Laws, for purposes of
the following amendments and inclusions (references to the
provisions of the By-Laws already consider the numeration
adopted in the proposal for the reform of the By-Laws, as
made available to the Shareholders in the website of the
Brazilian Securities Commission - CVM, www.cvm.gov.br): (a)
conform the Company's By-Laws to the minimum mandatory
clauses set forth in the Novo Mercado Listing Segment
Regulation, by means of the amendment and/or inclusion of the
following provisions in the By-Laws: inclusion of the sole
paragraph to article 1, inclusion of the sole paragraph to
article 5, amendment to paragraph 2 of article 13, amendment
to the head clause and paragraph 1 of article 16, inclusion
of paragraph 6 to article 16, amendment to item XXIII of
article 20, inclusion of item XXVI to article 20, amendment
to paragraph 3 of article 26, amendment to article 30,
amendment to article 31, amendment to article
32, inclusion of article 33, amendment to article 34,
amendment to article 35,
amendment to article 36, inclusion of paragraphs 1 and 2 to
article 36, amendment to article 37, inclusion of article 38,
amendment to article 40, inclusion of article 41, inclusion
of article 42, inclusion of article 43 and amendment to
article 45; (b) improve the wording of article 6; (c) exclude
paragraph 2 from article 6, as its provisions are already
addressed under item XV of article 20 of the By-Laws; (d)
improve the wording of items I and V of article 12; (e) amend
the head clause of article 16, to increase the maximum number
of Directors, from 7 to 9; (f) exclude paragraph 2 from
article 16, as its provisions are already addressed under
article 17 of the By-Laws; (g) exclude paragraph 3 from
article 16, as its provisions are already addressed under
paragraphs 1 and 3 of article 13 of the By-Laws; (h) amend
the wording of article 18, so that the number of Co-Chairmen
of the Board of Directors is limited to a maximum of 3; (i)
exclude paragraph 2 from article 18, as its provisions are in
conflict with the provisions in paragraph 1 of article 15 of
the By-Laws, so that,
as a result, the Co-Chairman presiding a meeting of the Board
of Directors shall have a casting vote, in case of a
deadlock; (j) amend the wording of former paragraph 3 of
article 18, to clarify that, in case of permanent absence of
a Director, a General Meeting of Shareholders shall be
convened to elect its replacement; (k) amend the head clause
and paragraph 3, and include paragraph 4 to article 19, to
enable greater flexibility and to further detail the
non-physical participation in the meetings of the Board of
Directors and the applicable procedure in case of temporary
absence; (l) amend items X, XII, XV, XVIII, XX and XXII of
article 20 and therein include an item XXVII, to improve
their wording and conform it to the provisions of the
Brazilian Corporations Law; (m) exclude former item XXIX from
article 20, as its provisions are already addressed under
item XIV of the same article; (n) exclude part of
paragraph
1 of article 21, as its provisions are already addressed
under paragraph 3 of article 13
of the By-Laws; (o) amend the wording of article 22, to
include references to the form of representation of the
Company and to compliance with the applicable amounts to
which action by the Company's Officers is limited; (p) amend
paragraph 3 of article
25, to improve its wording; (q) amend paragraph 5 of article
28 to improve its wording and conform it to the Brazilian
Corporations Law.
- The legal holders of shares issued by the Company may participate in the General Meetings by themselves, their legal representatives or attorneys-in-fact, provided that such shares are recorded in their name before the depositary financial institution responsible for the service of entries for the Company's shares, Banco Itaú S.A., in accordance with article 126 of the Brazilian Corporations Law.
- The shareholders must be present in advance of
the scheduled time, as set forth in this Call Notice, with an
updated receipt of the shares held by them, such receipt
being issued by the depositary financial institution and/or
by the custodian agent, in the period of 48 hours preceding
the General Meetings, together with the following documents:
(i) Individuals: identification document with a photograph;
(ii) Legal Entities: certified copies of their current
consolidated by- laws or articles of association and the
appropriate corporate documentation proving the powers of
their representatives (corporate resolutions electing the
officers and/or power of attorney); as well as identification
document with a photograph of the legal representative(s);
(iii) Investment Funds: certified
copies of their current consolidated regulations and of their
manager's by-laws or articles of association, as well as the
appropriate corporate documentation proving the powers of
their representatives (corporate resolutions electing the
officers and/or power of attorney); as well as identification
document with a photograph of the legal
representative(s).
- We kindly request that the shareholders file
the instruments of power of attorney, granting special powers
for representation in the General Meetings, at the Company's
branch located in the city of Barueri, State of São Paulo, at
Avenida Juruá, No. 253, 3rd floor, CEP
06455-010, with the Investors Relations Management.
- All the documentation in respect of the
matters to be deliberated in the Extraordinary and Annual
General Meetings are available to the shareholders, at the
Company's headquarters, on its Investors Relations website
(http://natura.infoinvest.com.br/index.asp?language=enu), on
the Brazilian Securities Commission - CVM website
(www.cvm.gov.br) and on the BM&FBovespa website
(www.bmfbovespa.com.br), in accordance with article 133 and
paragraph 3 of article 135 of the Brazilian Corporations Law,
and with article
6 of the CVM Instruction No. 481/09.
- To better organize the agenda of the General Meeting, the voting process in respect of the proposed amendments and inclusions to the By-Laws, as described above in item 2 of the Extraordinary General Meeting's agenda, will be conducted separately for each of the subject matters listed in the above-mentioned item. In addition, any shareholder may request that any specific provision subject to a proposed amendment or inclusion is voted separately.
- The minimum percentage for requesting the adoption of the multiple voting process for the election of the Board of Directors is of 5% (five per cent), pursuant to article 3 of CVM Instruction No. 165/91, as amended.
- The shareholders may find all the information
required for better understanding the matters above, as well
as the instructions for granting power of attorney, in the
Manual Intended to Provide Information for Purposes of
Participation in the Extraordinary and Annual Shareholders
Meetings, available on the Company's Investors Relations
website
(http://natura.infoinvest.com.br/index.asp?language=enu), on
the Brazilian Securities Commission - CVM website
(www.cvm.gov.br) and on the BM&FBovespa website
(www.bmfbovespa.com.br).
Itapecerica da Serra, March 8, 2012
Co-Chairman of the Board of Directors
