Management’s Proposal - natu.infoinvest.com.br Proposal.pdf · Chapter Slide I. Information Regarding the Matters Included in the Agenda 4 1. Terms of the Acquisition of The Body

Management’s

Proposal Extraordinary General Shareholders’ Meeting

November 30, 2017

Free English Translation

In the event of doubt or discrepancy, Portuguese version shall prevail

São Paulo, October 31, 2017.

Dear Shareholders,

The Management of Natura Cosméticos S.A. (“Company” or “Natura”) hereby submits this Management

Proposal (the “Proposal”) to the analysis of the Shareholders in relation to the matters of provided in the

agenda contained in the call notice of the Extraordinary General Meeting (“Meeting”) to be held on

November 30, 2017.

Natura Cosméticos S.A.

Chapter Sl ide

I . In format ion Regarding the Mat ters Included in the Agenda

4

1 . T e r m s o f t h e A c q u i s i t i o n o f T h e B o d y S h o p

5

2 . C r e a t i o n o f t h e p o s i t i o n o f E x e c u t i v e C h a i r m a n o f t h e B o a r d o f D i r e c t o r s a n d m o d i f i c a t i o n a n d s p e c i f i c a t i o n o f t h e a t t r i b u t i o n s o f t h e C o -C h a i r m e n

6

3 . M o d i f i c a t i o n o f t h e C o m p o s i t i o n a n d S t r u c t u r e o f C o m p a n y ’ s B o a r d o f E x e c u t i v e O f f i c e r s

7

4 . R e s t a t e m e n t o f t h e B y l a w s 8

5 . A p p o i n t m e n t o f a N e w M e m b e r o f t h e C o m p a n y ’ s B o a r d o f D i r e c t o r s

9

6 . M o d i f i c a t i o n a n d R a t i f i c a t i o n o f t h e G l o b a l R e m u n e r a t i o n A m o u n t o f t h e A d m i n i s t r a t i o n

1 0

7 . A p p r o v a l o f t h e S e c o n d S t o c k O p t i o n P r o g r a m f o r S t r a t e g y A c c e l e r a t i o n a n d t h e S e c o n d R e s t r i c t e d S h a r e s P r o g r a m o f t h e C o m p a n y

1 1

I I . Schedules 12

Index of the Proposal

Extraordinary General Shareholders’ Meeting| 30.11.2017

I N F O R M A T I O N R E G A R D I N G T H E M A T T E R S I N C L U D E D I N T H E A G E N D A

1. Terms of the Acquisition of The Body Shop

On September 7, 2017, Natura (Brasil) International B.V., a Company’s subsidiary, has concluded the acquisition of all shares of The Body Shop International Plc. As announced by the Company through the Material Fact dated as June 26, 2017, such acquisition is not subject to the approval of Company's Shareholders Meeting, nor will it trigger any right of withdrawal, for the purposes and effects of the article 256 of Law No. 6.404/76, since the acquisition was completed by Natura (Brasil) International BV, pursuant to item 7.3 of Circular Letter/CVM/SEP/N° 01/2017.

In any event, as a good corporate governance practice and to allow the shareholders an opportunity to understand the basis of such acquisition, Schedule I of this Proposal contains a presentation of the main terms and strategic rationale of the acquisition of The Body Shop.


2. Creation of the position of Executive Chairman of the Board of Directors and modification and specification of the attributions of the Co-Chairmen The Company's Board of Directors, in accordance with the proposal presented at the meeting held on September 8, 2017, proposes the revision of the internal corporate governance structure of the Board of Directors, in order to: 2.1. Create a new position of "Executive Chairman of the Board of Directors“, which in addition to its legal attributions, shall have specific attributions related

to the implementation of Natura Group's strategy, assistance in the monitoring of each individual business unit, support in the creation, implementation and leadership of the Operational Committee of Natura Group, promoting the synergy between the management of each business unit, among other tasks. The full content of the attributions proposed for Executive Chairman of the Board of Directors are described in Schedule II attached hereto.

2.2. Modify and set forth specific attributions, in addition to the legal attributions, to the Co-Chairmen of the Board of Directors, which include promoting the

vision of the Natura Group according to its values, developing Natura's institutional relations with entities, authorities and the Company’s shareholders, coordination of the activities of the Company's Board of Directors, among other attributions. The full content of the attributions proposed for Co-Chairmen of the Board of Directors are described in Schedule II attached hereto.

In view of the above, it is proposed to amend the heading and paragraphs 1, 2 and 3 of article the 18 of the Company's bylaws, according to the restated version of the bylaws attached hereto as Schedule II. In compliance with article 11 of CVM Rule 481/09 ("ICVM 481"), Schedule II contains a comparative chart, including the current wording, the proposed wording and justification of the amendment. In addition, for easy reference and better understanding and contextualization of the proposed amendment, the clean and marked versions of the bylaws are also included in the Schedule II consolidating the proposed amendment.


3. Modification of the composition and structure of Company’s Board of Executive Officers In view of the changes to the Company's internal corporate governance structure, the Board of Directors proposes to modify the structure and composition of the Company's Board of Executive Officers, in order to specify and establish, expressly in the Company's bylaws, the attributions of the positions of Chief Financial and Investor Relations Officer, Legal and Compliance Officer, Direct Sales Operational Executive Officer and Marketing, Innovation and Sustainability Operational Executive Officer, in order to bring greater transparency to the Company's governance practices. Therefore, its proposed to amend articles 20, 21, 23 and 24, paragraphs 1, 2, 3, 4 and 5 of the Company's bylaws, according to the restated version in Schedule II of this Proposal.

In compliance with article 11 of ICVM 481, Schedule II contains a comparative chart, including the current wording, proposed wording and justification of the amendment. In addition, for easy reference and better understanding and contextualization of the proposed amendment, the clean and marked versions of the bylaws are also included in such Schedule II consolidating the proposed amendment.


4. Restatement of the Company’s Bylaws

To the extent that the proposed amendments in items 2 and 3 are approved by the shareholders, the Board of Directors proposes to restate the Company's bylaws, in accordance with Schedule II to this Proposal. In compliance with article 11 of ICVM 481, Schedule II of this Proposal contains a comparative chart, including the current wording, proposed wording and justification of the amendment. In addition, for easy reference and better understanding and contextualization of the proposed amendment, the clean and marked versions of the bylaws are also included in such Schedule II consolidating the proposed amendment.


5. Appointment of a New Member of the Company's Board of Directors The Company's Board of Directors, in accordance with the voting recommendation provided at the meeting held on September 8, 2017, proposes the appointment of Mr. Peter Bryce Saunders, as an independent member of Company’s Board of Directors, with term of office until the date of the next Annual General Shareholders’ Meeting which will deliberate on the financial statements for the fiscal year to end on December 31, 2017, thus, increasing, the current number of members of the Board of Directors from nine (9) to ten (10) members. The Company's Shareholders, representing at least 5% of the corporate capital, may request, in writing, the adoption of the multiple vote process to the Company, pursuant to ICVM 165 and ICVM 481. The Shareholders who intend to request the adoption of the multiple vote process must do so, in writing, to the Company at least 48 hours prior to the Extraordinary General Meeting, by means of correspondence to be delivered at Company's headquarters located at Avenida Alexandre Colares, nº 1.188, Vila Jaguara, CEP 05106-000, in the city of São Paulo, State of São Paulo, to the attention of the Investor Relations Department. Note that, shareholders representing, individually or jointly, 15% (fifteen percent) or more of Company's shares, shall have the right to appoint, in a separate voting, one member to the Company's Board of Directors, in accordance with the provisions of Article 141, Paragraph 4, I of Law 6,404/1076 and the Company's bylaws. In the event of a separate election, it is proposed that the member appointed be added to the 10 (ten) members elected by majority vote, totaling eleven (11) members for the Board of Directors. Only shareholders who evidence the uninterrupted ownership of the minimum shareholding interest required for the exercise of such right during the three (3) months immediately prior to the holding of the Meetings, may exercise their right to appoint, separately, members of the Company's Board of Directors. In compliance with article 10 of ICVM 481, Schedule III (Company's Management) of this Proposal contains the required information regarding the candidate appointed to the Board of Directors.


6. Modification and Ratification of the Global Remuneration Amount of the Administration


As a result of the proposed changes in the Company's corporate governance structure, which will also be subject to the deliberation by the Company's shareholders during the Meeting, the Company's Board of Directors proposes to change the total amount of management remuneration approved by the Annual and Extraordinary Shareholders' Meetings held on April 11, 2017, in the total amount of R$61,897,574.00 (sixty-one million, eight hundred and ninety seven thousand, five hundred and seventy four Reais), to R$77,300,768,34 (seventy-seven million, three hundred thousand, seven hundred, sixty-eight reais and thirty four cents), representing an increase of R$15,403,194.34 (fifteen million, four hundred and three thousand, one hundred and ninety four Reais and thirty four cents), which will be paid to the Officers until the date of Annual General Shareholders’ Meeting in which the Company's shareholders will vote on the financial statements for the fiscal year to be ended on December 31, 2017. In compliance with article 12 of ICVM 481, Schedule IV of this Proposal (Officer’s Remuneration) contains the detailed information regarding the proposal on this proposal on the remuneration of the Company's Officers.

7. Approval of the Second Stock Option Program for Strategy Acceleration and the Second Restricted Shares Program of the Company The Company's Board of Directors proposes the approval of the Second Stock Option Program for Strategy Acceleration and the Second Restricted Shares Program of the Company, in order to reflect the Company's strategy for the retention of officers and employees of the Company, as well as its controlled companies.

Schedule V of this Proposal contains the information required by Schedule 13 of ICVM 481.


S C H E D U L E S

2.1 . Schedule I – Presenta t ion regard ing the acqu is i t ion o f The Body Shop

2.2 . Schedule I I – Proposa l fo r the Rev is ion o f the Bylaws and Comparat ive Char t

2.3 . Schedule I I I – I tem 12 o f the Reference Form

2.4 . Schedule IV – Remunerat ion o f Company’s O f f icers ( I tem 13 o f the Reference Form)

2.5 . Schedule V – Company’s Second Stock Opt ion Program for S t ra tegy Acce le ra t ion and the Second Rest r ic ted Shares Program of the Company (Schedule 13 o f ICVM 481 and I tem 13 o f the Reference Form)

Schedules

Thank you

Schedule I – Presentation regarding the acquisition of The Body Shop

1Apresentação para AGE | 30 de novembro de 2017

Um grupo de cosméticos global, multicanal e movido por propósitos

AGENDA

Três marcas, uma v isãoGuilherme Leal

Nova estrutura adminis trativa e de governa nça para aprimora r a execuçã oRoberto Marques

Uma combinação transformado ra, com uma estrutura finance ira robustaRobert Chatwin

Próxi mos pa ssos / Considera ções finaisRoberto Marques

2

T R Ê S M A R C A S , U M A V I S Ã O

NATURA, AESOP E THE BODY SHOP: TRÊS MARCAS, UMA VISÃO COMUM

Enrich not Explo it ™

“Valorizar sem Explorar. Para nós significa valorizar tanto as pessoas como nosso planeta, sua biodiversidade e suas fontes. Nós temos o compromisso de trabalhar de forma justa com nossos agricultores e fornecedores e ajudar as comunidades a prosperarem. Nossos produtos valorizam, mas nunca fazem promessas falsas e nunca são testados em animais."

bem estar bem

“A Natura, por seu comportamento empresarial, pela qualidade das relações que estabelece e por seus produtos e serviços, será uma marca de expressão mundial, identificada com a comunidade das pessoas que se comprometem com a construção de um mundo melhor através da melhor relação consigo mesmas, com o outro, com a natureza da qual fazem parte, com o todo."

Nourish throug h int elligent int eractio ns

“Valorizamos todo empreendimento humano realizado com rigor intelectual, visão e um toque caprichoso. Todo produto Aesop é feito com a mesma atenção aos detalhes que acreditamos que devem ser aplicados na vida em geral, levando em consideração uma diversidade de necessidades, bem como condições sazonais e ambientais.”

T r ê s m a r c a s , u m a v i s ã o 4

Uma combinação de três marcas pioneirasComprometidas em gerar impacto sócio-econômico-ambiental positivo, criando valor para todos os negócios, marcas e geografias

Ingredientes rastreáveis, com

cultivo sustentável

Produtos com fórmulas vegetais

Comércio Justo com

fornecedores

Sem testes em animais

Negócios carbono neutro

UM GRUPO ORIENTADO POR PROPÓSITOS

T r ê s m a r c a s , u m a v i s ã o 5

Apoio à educação

pública

Benefícios em educação e saúde

para nossas consultoras

O N O V O G R U P O N A T U R A :N O V A E S T R U T U R A

A D M I N I S T R A T I V A E D E G O V E R N A N Ç A

N A T U R A , A E S O P A N D T H E B O D Y S H O P

Estabelece três negócios globais baseados nas escolhas/perfil de marca pelo consumidor: Natura, Aesop, TBS

Cada negócio será conduzido de forma autônoma, com CEO e Comitê Executivo próprio

Um novo e enxuto grupo de governança (COG) será formado para capturar sinergias, alocar recursos e conduzir a consolidação

Criação de uma nova posição: vice-presidente de Transformação(CTO)

Novo membro do Conselho¹: Peter Saunders, ex-CEO da TBS


R O B E R T O M A R Q U E SP R E S I D E N T E - E X E C U T I V O ¹

Michael O’Keeffe

P R E S I D E N T E N A T U R A

David BoyntonJoão Paulo

Ferreira

P R E S I D E N T E T B S

P R E S I D E N T E A E S O P

N o v a e s t r u t u r a a d m i n i s t r a t i v a e d e g o v e r n a n ç a

NOVA ESTRUTURA ADMINISTRATIVA E DE GOVERNANÇA PARA CONSTRUIR O GRUPO NATURA

A B A B

C O N S E L H O D E A D M I N I S T R A Ç Ã O D A

N A T U R A

C O M I T Ê D E O P E R A Ç Õ E S D O G R U P O ( C O G )

7

1.A ser confirmado em assembleia de acionistas

Robert Chatwin

C T OO U T R A S

F U N Ç Õ E S -C H A V E

O PAPEL DO COMITÊ DE OPERAÇÕES DO GRUPO

Contribuir com o desenvolvimento do Grupo Natura

Definir e alocar recursos entre as unidades de negócios

Identificar e priorizar sinergias em cada unidade de negócios (visão transversal): Back Offices, Compras, TI, Tesouraria

Criar e supervisionar Centros de Excelência entre unidades de negócios: Varejo, Digital, Sustentabilidade e Marca

N o v a e s t r u t u r a a d m i n i s t r a t i v a e d e g o v e r n a n ç a 8

U M A C O M B I N A Ç Ã O T R A N S F O R M A D O R A

TERMOS DA TRANSAÇÃO

DATA

Fechamento: 7 de Setembro de 2017

ENTERPRISE VALUE

US$ 1,2 bilhão(13x EBITDA)

CRIAÇÃO DE VALOR

EBITDA da TBS deve dobrar em 5 anos, enquanto a margemEBITDA deve alcançar entre 12% e 14%, vs. os atuais 8%

FINANCIAMENTO

Dívida financiada no Brasil no curto prazo

Dívida líquida/EBITDA do Grupo Natura deve voltar aos níveis pré-transação até o fim de 2022

LOCALIZAÇÃO

A sede da The Body Shop permanece no Reino Unido

U m a c o m b i n a ç ã o t r a n s f o r m a d o r a 1 0

Mais um passo na construção de um grupo global, multimarcas e multicanal, baseado em produtos naturais

Alavancar a presença da Natura em múltiplos canais de venda para se tornar uma líder em cuidados pessoais e beleza

Alcance global com vasta presença geográfica em mercados importantes

Um amplo portfolio de produtos abrangendo categorias-chave

U m a c o m b i n a ç ã o t r a n s f o r m a d o r a

RACIONAL ESTRATÉGICOEXTREMAMENTE INTERESSANTE

1 1


A COMBINAÇÃO CRIA UM GRUPO MULTICANAL

Receita líquida por canal% 2016

24

6

64

24116

92

Pré-aquisição Pós-aquisição

Venda DiretaLojas PrópriasFranquiasDigitalOutros

A t r a n s f o r m a t i o n a l c o m b i n a t i o nU m a c o m b i n a ç ã o t r a n s f o r m a d o r a 1 2

Uma conjunção poderosa de Consultoras de Beleza, franquias e lojas próprias


A COMBINAÇÃO AMPLIA A PRESENÇA DA NATURA EM MERCADOS IMPORTANTES

Pré-aquisição

Pós-aquisição

68

25

7

3547

18

Brasil

Latam (ex-Brasil)

Outros países

Receita líquida por região% 2016

Após aquisição da The Body Shop

Localizações existentes (Presença Natura ou Aesop)

Presença geográfica expandida



UM PORTFOLIO DE PRODUTOS SINÉRGICOS ABRANGENDO UMA AMPLA GAMA DE CATEGORIAS


Receita líquida do Grupo Natura por categoria

Fortalece a proposta única de valor da empresa em fragrâncias. A Natura é a única na América Latina a ter uma perfumista própria, com mais de 20 óleos essenciais exclusivos

Alavanca a força da Natura em categorias nas quais a The BodyShop tem presença mais tímida, como fragrâncias e infantil

16.6%

10.4%

8.7%

6.1%

12.2%

27.5%

18.5%

Entre as 5 maiores do mundo

Entre as 10 maiores do mundo

Banho & CorpoFragrânciaPresentesRostoMaquiagemCabeloOutros


Consolida a forte posição da empresa em corpo, com marcas que unem ativos da biodiversidade à inovação

Aumenta a presença do grupo em rosto, a maior categoria na indústria da beleza


15

Maioria dos mercados é saudável

A maioria dos mercados em que a companhia opera está em mercados legados ou de alto crescimento

Apenas 25% das vendas vêm de mercados que necessitam de melhoras significativas

Grande conhecimento e consideração de marca

Nível de conhecimento e consideração da marca mais alto do que dos pares

Oportunidade para melhorar a razão entre consideração e compra efetiva

Oportunidade para expandir o comércio digital

E-commerce cresce acima do mercado, à taxa de dois dígitos; alta penetração em mercados recentes, como nos EUA (28%)

Plataforma Hybris, testada com sucesso como piloto nos EUA e UK, deve ser levada para outros países

Alto índice de recompra de clientes fiéis

15% dos consumidores são responsáveis por 50% das vendas

Média de gasto anual de clientes fiéis: US$ 220

Experiência online com percepção mais positiva do que a de competidores

THE BODY SHOP: UM FORTE PONTO DE PARTIDA



VÁRIAS ALAVANCAS PARA IMPULSIONAR O CRESCIMENTO DA THE BODY SHOP

REJUVENESCIMENTO DA MARCA

Trazer de volta o ativismo da marca e o espírito de vanguarda

Implementar conceito de loja consistente, recuperando tráfego perdido

Alavancar as fortalezas de cada marca para oferecer produtos sustentáveis e inspiradores

INCREMENTAR EFICIÊNCIA OPERACIONAL

Racionalizar custos de compras

Melhorar produtividade organizacional

INTENSIFICAR MULTICANALIDADE

Criar conexão perfeita entre presença online e off-line

Aprimorar a presença em todos os pontos de contato

Maiores investimentos em marketing digital; implementar o sistema de e-commerce Hybris (click & collect)

OTIMIZAR OPERAÇÃO DE VAREJO

Renovar a presença geográfica das lojas

Revitalizar a rede de fraqueados

Aprimorar a consistência das operações nas lojas

T O P L I N E B O T T O M L I N E



TAMBÉM VAMOS BUSCAR SINERGIAS ADICIONAIS

Venda direta da The Body Shop na América Latina

Aceleração do crescimento internacional da Natura

Aceleração do crescimento da Aesop

Ganhos de escala/eficiência

Acesso a uma cadeia de suprimentos global

Diversificação geográfica e cambial



52 8 59 8

176

20

166

33

U m a c o m b i n a ç ã o t r a n s f o r m a d o r a

O PRECEDENTE AESOP – PRIMEIRO PASSO DA NATURA EM DIREÇÃO A UM GRUPO MULTIMARCAS E MULTICANAL

Lojas Mercados

O que conquistamosO que adquirimos

ReceitaEm US$ milhões

EBITDAEm US$ milhões

Em Fev/13, a Natura comprou 65% de participação na Aesop por US$ ~70 milhões para maximizar:

Presença int ernacional e no

varejo

Alinh amento de valores

Produtos únicos e potencial de crescim ento 30% 44%CAGR

20162012Após compra pela Natura, a receita da Aesop triplicou e o EBITDA aumentou em 4x em período de 4 anos, em USD

1 8

13%

20%

Margem EBITDA

U M A E S T R U T U R A F I N A N C E I R A R O B U S T A


O NOVO GRUPO NATURA: ESCALA E RESILIÊNCIA

Números de 2016 Natura + Aesop TBSGrupo Natura (Natura + Aesop + TBS)

Vendas sell-out1

US$ bilhões 4,4 1,6 6,0

Receita líquidaUS$ bilhões2 2,3 1,0 3,3

Margem líquida% 69% 71% 70%

EBITDA US$ milhões2 385 82 467

Margem EBITDA% 17% 8% 14%

Colaboradores 8.000 10.000 18.000

+

+

U m a e s t r u t u r a f i n a n c e i r a r o b u s t a

1. Fonte: Euromonitor2. Convertido para US$ à taxa de câmbio média de 2016

2 0

N A T U R A , A E S O P A N D T H E B O D Y S H O PU m a e s t r u t u r a f i n a n c e i r a r o b u s t a

EBITDA DA THE BODY SHOP DEVE DOBRAR EM 5 ANOS, IMPULSIONADO POR MAIOR EFICIÊNCIA OPERACIONAL NO CURTO PRAZO E AUMENTO DA RECEITA NO MÉDIO PRAZO

Evolução esperada para o EBITDAUS$ milhões

Base: EBITDA 2016

Eficiência em despesas

Crescimento de receita

82 82 82

25-35

~110

25-35

55-66

2019E¹

~165

2022E¹2016A¹

8.4% 10-11% 12-14% Margem EBITDA TBS

2 1

1. Convertido para US$ à taxa de câmbio média de 2016


Evolução esperada do endividamento líquido/EBITDA

FIM DE 2016

1.4x

2 2

ÍNDICE DE DÍVIDA LÍQUIDA/EBITDA DEVE RETORNAR AO NÍVEL ANTERIOR À AQUISIÇÃO ATÉ O FIM DE 2022

FIM DE 2017

3.6x

FIM DE 2022

1.4x


Pré-aquisiçãoPós-aquisição


CRONOGRAMA E PRÓXIMOS PASSOS

9 J u n 7 S e tE m

O u t u b r o1 4 N o v 1 T 1 8

Anúncio da aquisição

Fechamento do negócio

Anúncio do novo CEO da TBS

Resultado do 3T

Apresentação para

investidores

D E S V I N C U L A Ç Ã O D A T B S

( S E T - J A N )

P R E P A R A Ç Ã O P A R A O N A T A L

( S E T - D E Z )

U m a e s t r u t u r a f i n a n c e i r a r o b u s t a 2 3

N o v

Assembleia Geral

N A T U R A , A E S O P A N D T H E B O D Y S H O P2 4

Criação de um único grupo que abrange três negócios/marcas com identidades fortes, que compartilham uma visão comum e senso de propósito

Implementação de nova estrutura administrativa e de governança, que combina operações autônomas, fortalecidas e empreendedoras, ao mesmo tempo em que capta sinergias, melhores práticas e otimiza alocação de recursos para o grupo como um todo

Um passo decisivo em direção à estratégia da Natura de construir um grupo global, multimarcas e multicanal, com um portfolio de produtos com sinergias

Elevado potencial de criação de valor: o Ebitda da The Body Shop deve dobrar em cinco anos por meio da combinação de melhorias operacionais e crescimento da receita

O novo Grupo Natura vai passar por um processo de desalavancagem do seu balanço nos próximos anos, com retorno do endividamento líquido para níveis compatíveis com o período pré-aquisição em cinco anos

CONSIDERAÇÕES FINAIS

UMA COMBINAÇÃO PODEROSA PARA IMPULSIONAR O CRESCIMENTO FUTURO


N A T U R A , A E S O P E T H E B O D Y S H O P

Q&A

Schedule II – Proposal for the Revision of the Bylaws and Comparative Chart



BYLAWS OF

NATURA COSMÉTICOS S.A.

CHAPTER I NAME, REGISTERED OFFICE, PURPOSES AND DURATION

Article 1 - NATURA COSMÉTICOS S.A. is a listed 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) commercially explore, export and import beauty, personal care, toiletry, cosmetic and apparel products, foods, nutritional supplements, medications, including phytotherapeutic and homeopathic medicines, drugs, pharmaceutical inputs and household cleaning products, all of them both for human beings and pets, and shall be permitted to conduct any and all activities related to such purposes;

(ii) commercially explore, export and import electric devices for personal use, jewelry,

costume jewelry, housewares, products for infants and children, bed, bath and linen products, software, SIM cards, books, publications, entertainment products, phonographic products, and shall be permitted to conduct any and all activities related to such purposes;

(iii) the provision of services of any kind, such as services related to beauty treatment,

marketing consulting, credit information, planning, and risk analysis; and (iv) 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.

Sole Paragraph – The development of activities related to its corporate purpose considers the following factors: (i) the short- and long-term interests of the Company and its shareholders, and (ii) the short- and long-term economic, social, environmental and legal effects on its employees, suppliers, partners, clients and other creditors, as well as on the communities in which the Company operates, both locally and globally

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

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 may not issue 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 registration 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.

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 capital.

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; (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; 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 listed 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.

Paragraph 3rd – The Managers will hold their positions until such time as their replacements will have taken office. Paragraph 4th – The Managers, in the exercise of their duties, shall observe the short- and long-term interests of the Company, including the interests and expectations of its shareholders, employees, suppliers, partners, clients and other creditors, the communities in which the Company operates both locally and globally, as well as the environmental impacts.

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 co-Chairman of the Board of Directors who is chairing the meeting will have a casting vote to decide on the matter.

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 nine (9) and no more than eleven (11) 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.

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 Co-Chairman of the Board of Directors and Chief Executive Officer or main executive 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 up to three (3) Co-Chairmen, as well as one (1) Executive Chairman of the Board of Directors, 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 resignation or vacancy occurs in these positions.

Paragraph 1st - It shall be incumbent upon the Board of Directors, at their first meeting, to set the number of Co-Chairmen and, then, to appoint who among them shall chair the Board of Directors' meetings during its term. Paragraph 2nd - The appointed Co-Chairmen shall have, in addition to the legal attributions, the following attributions: (i) to act with the purpose of enhancing the Natura Group in accordance with its

values, identity and origin;

(ii) to maintain and develop institutional relationships of the group with entities and authorities with the purpose of promoting and maintaining the Company's interests;

(iii) to maintain and develop the relationship with the shareholders;

(iv) to promote the vision, image and general aspects of the independent business divisions inside Natura Group and before third parties;

(v) to submit to the Board of Directors the remuneration proposal of the Board of

Executive Officers and members of the Board of Directors, for each corporate year;

(vi) with the support of the Executive Chairman of the Board of Directors and of the

existing committees, to coordinate the activities of the Board of Directors, including to organize and coordinate the Board of Directors' meetings' agenda, the calendar of meetings and Annual Shareholders' Meetings, to call and preside the Board of Directors' Meetings, to assure that the directors receive the appropriate information for each meeting, as well as to assure the correct functioning of such body; and

(vii) to establish and supervise the evaluation process of the members of Board of

Directors and as a collective body of the Company. Paragraph Three - The Executive Chairman of the Board of Directors shall have, in addition to its legal attributions, the following attributions: (i) to monitor the implementation of the long and short term strategy of the Natura

Group, in accordance with the objectives and interests of the group set forth by the Board of Directors and by the shareholders of the Company;

(ii) to collaborate with the Board of Directors in the inspection of each individual

business division (i.e., Natura (Brazil and Latin America), Aesop and The Body Shop), keeping such divisions operating individually under its respective Board of Officers, keeping them with complete autonomy and powers to conduct the direct management of the business divisions;

(iii) to aid the Board of Directors in creating, implementing and leading the Operational

Committee of the Natura Group, which shall be chaired by himself, keeping each business division with its own Board of Officers and Executive Committees;

(iv) to promote the governance, cadence and interaction levels between the Operational

Committee of the Natura Group, the Executive Committees of each business division, the Board of Directors, the Board of Officers and the shareholders of the Company;

(v) to enhance the collaboration and synergy between the management of each

business division, referring the matters before the Board of Directors and the respective Committees;

(vi) to propose to the Board of Directors, over time, attributions and tasks dedicated to

the Natura Group; and (vii) to make recommendations to the Board of Directors and to the Board of Executive

Officers of the Company with regards to the group management, from a perspective of results, resource allocation between the business divisions, talent management and cash flow, in order to assure that the management is aligned with the objectives and interests approved by the Board of Directors and by the Company's shareholders.

Paragraph 4th – 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 5th - For purposes of this article 18, "Natura Group" means every company that has control, is controlled by or is under common control with the Company.

Article 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 appointed under the terms of Paragraph 1 of the Article 18 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 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 Co-chairman who is chairing 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 Co-chairman who is chairing the meeting 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 duties assigned by law or these Bylaws, the Board of Directors shall be responsible for:

(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, 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 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;

(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 amendments thereof, including the rules governing (a) the acquisition of fixed and intangible assets and the assumption of financial obligations, (b) the encumbrance of fixed and intangible assets, (c) the contracting of any transactions to raise funds and the issuing of any securities to raise funds, such as bonds, notes, commercial papers, promissory notes and any other instruments typically used by the market, considering also the conditions for their issue and redemption, among other rules on levels of authority, and to oversee the 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 listed 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 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 may be elected and removed by the Board of Directors at any time, shall be composed of at least four (4) and at most ten (10) members, namely one Chief Executive Officer, one Chief Financial and Investor Relations Officer, one Legal and Compliance Officer and one Direct Sales Operational Officer and/or one Marketing, Innovation and Sustainability Operational Officer and the remaining members Executive Operational Officers, all of whom shall serve for a term of three (3) years and with reelection permitted.

Paragraph 1st – The Board of Executive Officers will be elected preferably at the first meeting of the Board of Directors to be held after the Annual Shareholders’ Meeting. Paragraph 2nd - In the event of the impediment, temporary absence or the vacancy of the office of Chief Executive Officer, a substitute shall be appointed by the Board of Directors in an extraordinary meeting called for this purpose.

Paragraph 3rd - The other Officers shall be substituted, in the event of their temporary absence or impediment, by another Officer chosen by the Chief Executive Officer. In the event of vacancy, said substitute will remain until the Board of Directors elects a permanent replacement to serve the remainder of the term.

Article 22 - The Board of Executive Officers shall have powers to practice all acts required to represent the Company and fulfill its corporate purpose, no matter how special they may be, including the power to waive, settle and transact, in accordance with governing law and regulations, the decisions taken by the Shareholders' Meeting and the Board of Directors and the provisions and restrictions on their authority determined by the Board of Directors, in particular:

(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) decide on, within the limits of authority established by the Board of Directors, the

acquisition, sale and/or encumbrance of fixed and intangible assets and financial commitments associated with projects in which the Company intends to invest;

(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, pursuant to the provisions of these Bylaws; and

(iv) to carry out such other duties as are assigned by the Board of Directors.

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 and Investor Relations 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 compliance 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; (e) to plan and carry out management policies for its areas of responsibility; (f) to represent the Company before authority bodies and other institutions that act in

the capital markets; (g) to provide information to the investors, CVM, stock exchanges in which the

Company has its securities negotiated and other bodies related to the activities developed in the capital markets, in accordance with applicable Brazilian and foreign laws; and

(h) to keep the record of the Company as a listed corporation updated with the CVM.

Paragraph 2nd - It is incumbent on the Direct Sales Operational Executive Officer:

(a) to define and implement the commercial strategy of Natura in Brazil; (b) to define and implement the marketing and customer activation strategy in the

markets referred to in item (a) above; and

(c) to manage sales force for the markets referred to in item (a) above.

Paragraph 3rd - It is incumbent on the Marketing, Innovation and Sustainability Operation Officer: (a) to define and implement the strategy of the Natura trademark; (b) to manage the communication and global media plan of Natura; (c) to identify and explore new cultural and social tendencies, searching for innovation

opportunities; (d) to lead Natura's trademark and products portfolio innovation, development and

management cycle; (e) to build the institutional presence of the trademark Natura by means of the culture

platform; and (f) to structure and implement Natura's sustainability strategy. Paragraph 4th - It is incumbent on the Legal and Compliance Officer: (a) to advise and assist Natura Group with respect to legal matters;

(b) to defend the interests of Natura Group before third parties; and (c) to develop and coordinate the compliance program of Natura Group.

Paragraph 5th - It is incumbent on the Executive Operation Officers, in addition to other attributions set forth by the Board of Directors:

(a) to foster the development of the activities of the Company, with due regard to its

corporate purpose; (b) to coordinate the activities of the Company and its subsidiaries; (c) to conduct the budgetary management of areas of the Company under their

supervision, including management and cost controls; (d) to coordinate the actions of its area and its specific attributions with those of other

officers; and (e) to represent the Company before clients, the press, the society and legal, corporate and

governmental entities, safeguarding the interests of the organization and caring for its image at all times.

Article 25 - As a general rule and except for the cases covered in the subsequent paragraphs, the Company will always be legally represented by two (2) officers, or one (1) officer and one (1) attorney-in-fact, or two (2) attorneys-in-fact, within the limits of the respective 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 – Pursuant to the provisions of this article, the Company may be represented by one (1) single Executive Officer or one (1) single attorney in fact, with special powers, in the following cases:

(a) where the act to be performed requires a single representative, the Company will be

represented by any Officer or attorney-in-fact with special powers; and (b) in the case of release and discharge of amounts payable to the Company, issuance

and trading, 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 for the performance of simple administrative routine of the Company, including those practiced before public authorities, government-controlled entities, Federal Revenue officers, State Treasury Departments, Municipal Treasury Department, Commercial Boards, Labor Courts, the Social Security Institute (INSS), the Severance Indemnity Fund (FGTS) and its collection banks and other similar acts and before the National Health Surveillance Agency.

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 appointment of attorneys-in-fact must observe the following rules:

(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.

(c) except as otherwise approved by the Board of Directors, all powers of attorney

granted on behalf of the Company must be limited in their duration, with the exception of powers of attorney for representation in administrative proceedings or with an ad judicia clause.

Paragraph 5th - Any actions conducted in violation of this article shall not be valid nor bind the Company.

PART III AUDIT COMMITTEE

Article 26 - The Audit Committee of the Company, having such powers and duties as 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 shall begin on January 1 and end on December 31 of each year.

Paragraph 1st – At the close of each fiscal year, the Board of Executive Officers will order the preparation of the following financial documents in accordance with the pertinent legal precept:

(a) balance sheet; (b) statement of income for the fiscal year; (c) statement of comprehensive income; (d) statement of changes in shareholders’ equity; (e) statement of cash flow; (f) statement of value added; and (g) 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 No. 6.404/76, as amended by Law No. 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 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 LISTED 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 (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.

“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.

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 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 listed 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 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 listed 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 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 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.

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. 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 listed company with the Brazilian Securities Commission – CVM and after its shares have commenced trading on BM&FBOVESPA.

BYLAWS OF


CHAPTER I NAME, REGISTERED OFFICE, PURPOSES AND DURATION

Article 1 - NATURA COSMÉTICOS S.A. is a listed 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) commercially explore, export and import beauty, personal care, toiletry, cosmetic and apparel products, foods, nutritional supplements, medications, including phytotherapeutic and homeopathic medicines, drugs, pharmaceutical inputs and household cleaning products, all of them both for human beings and pets, and shall be permitted to conduct any and all activities related to such purposes;

(ii) commercially explore, export and import electric devices for personal use, jewelry,

costume jewelry, housewares, products for infants and children, bed, bath and linen products, software, SIM cards, books, publications, entertainment products, phonographic products, and shall be permitted to conduct any and all activities related to such purposes;

(iii) the provision of services of any kind, such as services related to beauty treatment,

marketing consulting, credit information, planning, and risk analysis; and (iv) 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.

Sole Paragraph – The development of activities related to its corporate purpose considers the following factors: (i) the short- and long-term interests of the Company and its shareholders, and (ii) the short- and long-term economic, social, environmental and legal effects on its employees, suppliers, partners, clients and other creditors, as well as on the communities in which the Company operates, both locally and globally

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

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 may not issue 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 registration 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.

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 capital.

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; (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; 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 listed 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.

Paragraph 3rd – The Managers will hold their positions until such time as their replacements will have taken office. Paragraph 4th – The Managers, in the exercise of their duties, shall observe the short- and long-term interests of the Company, including the interests and expectations of its shareholders, employees, suppliers, partners, clients and other creditors, the communities in which the Company operates both locally and globally, as well as the environmental impacts.

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 co-Chairman of the Board of Directors who is chairing the meeting will have a casting vote to decide on the matter.

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 nine (9) and no more than eleven (11) 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.

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 Co-Chairman of the Board of Directors and Chief Executive Officer or main executive 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 up to three (3) Co-Chairmen, as well as one (1) Executive Chairman of the Board of Directors, who will be elected by a majority vote of the directors at the first meeting of the Board held after the investiture of the directors, or whenever resignation or vacancy occurs in these positions.

Paragraph 1st - It shall be incumbent upon the Board of Directors’ members, at their first meeting, to set the number of Co-Chairmen and, then, to appoint who among their Co-Chairmen whothem shall chair the Board of Directors’' meetings during all managementits term of office of its members. Paragraph 2nd - The appointed Co-Chairmen shall have, in addition to the legal attributions, the following attributions: (i) to act with the purpose of enhancing the Natura Group in accordance with its

values, identity and origin;

(ii) to maintain and develop institutional relationships of the group with entities and authorities with the purpose of promoting and maintaining the Company's interests;


(iv) to promote the vision, image and general aspects of the independent business

divisions inside Natura Group and before third parties;

(v) to submit to the Board of Directors the remuneration proposal of the Board of Executive Officers and members of the Board of Directors, for each corporate year;

(vi) with the support of the Executive Chairman of the Board of Directors and of the

existing committees, to coordinate the activities of the Board of Directors, including to organize and coordinate the Board of Directors' meetings' agenda, the calendar of meetings and Annual Shareholders' Meetings, to call and preside the Board of Directors' Meetings, to assure that the directors receive the appropriate information for each meeting, as well as to assure the correct functioning of such body; and

(vii) to establish and supervise the evaluation process of the members of Board of

Directors and as a collective body of the Company. Paragraph Three - The Executive Chairman of the Board of Directors shall have, in addition to its legal attributions, the following attributions: (i) to monitor the implementation of the long and short term strategy of the Natura

Group, in accordance with the objectives and interests of the group set forth by the Board of Directors and by the shareholders of the Company;

(ii) to collaborate with the Board of Directors in the inspection of each individual

business division (i.e., Natura (Brazil and Latin America), Aesop and The Body Shop), keeping such divisions operating individually under its respective Board of Officers, keeping them with complete autonomy and powers to conduct the direct management of the business divisions;

(iii) to aid the Board of Directors in creating, implementing and leading the Operational

Committee of the Natura Group, which shall be chaired by himself, keeping each business division with its own Board of Officers and Executive Committees;

(iv) to promote the governance, cadence and interaction levels between the Operational

Committee of the Natura Group, the Executive Committees of each business division, the Board of Directors, the Board of Officers and the shareholders of the Company;

(v) to enhance the collaboration and synergy between the management of each

business division, referring the matters before the Board of Directors and the respective Committees;

(vi) to propose to the Board of Directors, over time, attributions and tasks dedicated to

the Natura Group; and (vii) to make recommendations to the Board of Directors and to the Board of Executive

Officers of the Company with regards to the group management, from a perspective of results, resource allocation between the business divisions, talent management and cash flow, in order to assure that the management is aligned with the objectives and interests approved by the Board of Directors and by the Company's shareholders.

Paragraph 2nd4th – 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 5th - For purposes of this article 18, "Natura Group" means every company that has control, is controlled by or is under common control with the Company.

Article 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 appointed under the terms of Paragraph 1 of the Article 18 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 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 Co-chairman who is chairing 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 Co-chairman who is chairing the meeting 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 duties assigned by law or these Bylaws, the Board of Directors shall be responsible for:

(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 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;

(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 amendments thereof, including the rules governing (a) the acquisition of fixed and intangible assets and the assumption of financial obligations, (b) the encumbrance of fixed and intangible assets, (c) the contracting of any transactions to raise funds and the issuing of any securities to raise funds, such as bonds, notes, commercial papers, promissory notes and any other instruments typically used by the market, considering also the conditions for their issue and redemption, among other rules on levels of authority, and to oversee the 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 listed 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 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 may be elected and removed by the Board of Directors at any time, shall be composed of at least four (4) and at most ten (10) members, namely one Chief Executive Officer, one Chief Financial and Investor Relations Officer, one Legal and Compliance Officer and one Direct Sales Operational Officer and/or one Marketing, Innovation and Sustainability Operational Officer and the remaining members, Chief Executive Operational Officers, all of whom shall serve for a term of three (3) years and with reelection permitted.

Paragraph 1st – The Board of Executive Officers will be elected preferably at the first meeting of the Board of Directors to be held after the Annual Shareholders’ Meeting.

Paragraph 2nd - In the event of the impediment, temporary absence or the vacancy of the office of Chief Executive Officer, a substitute shall be appointed by the Board of Directors in an extraordinary meeting called for this purpose. Paragraph 3rd - The other Officers shall be substituted, in the event of their temporary absence or impediment, by another Officer chosen by the Chief Executive Officer. In the event of vacancy, said substitute will remain until the Board of Directors elects a permanent replacement to serve the remainder of the term.

Article 22 - The Board of Executive Officers shall have powers to practice all acts required to represent the Company and fulfill its corporate purpose, no matter how special they may be, including the power to waive, settle and transact, in accordance with governing law and regulations, the decisions taken by the Shareholders' Meeting and the Board of Directors and the provisions and restrictions on their authority determined by the Board of Directors, in particular:

(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) decide on, within the limits of authority established by the Board of Directors, the

acquisition, sale and/or encumbrance of fixed and intangible assets and financial commitments associated with projects in which the Company intends to invest;

(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, pursuant to the provisions of these Bylaws; and

(iv) to carry out such other duties as are assigned by the Board of Directors.

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 and Investor Relations 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 compliance 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; (e) to plan and carry out management policies for its areas of responsibility; (f) to represent the Company before authority bodies and other institutions that act in

the capital markets; (g) to provide information to the investors, CVM, stock exchanges in which the

Company has its securities negotiated and other bodies related to the activities developed in the capital markets, in accordance with applicable Brazilian and foreign laws; and

(h) to keep the record of the Company as a listed corporation updated with the CVM.

Paragraph 2nd - It is incumbent on the Direct Sales Operational Executive Officer:

(a) to define and implement the commercial strategy of Natura in Brazil; (b) to define and implement the marketing and customer activation strategy in the

markets referred to in item (a) above; and

(c) to manage sales force for the markets referred to in item (a) above.

Paragraph 3rd - It is incumbent on the Marketing, Innovation and Sustainability Operation Officer: (a) to define and implement the strategy of the Natura trademark; (b) to manage the communication and global media plan of Natura; (c) to identify and explore new cultural and social tendencies, searching for innovation

opportunities; (d) to lead Natura's trademark and products portfolio innovation, development and

management cycle; (e) to build the institutional presence of the trademark Natura by means of the culture

platform; and (f) to structure and implement Natura's sustainability strategy.

Paragraph 4th - It is incumbent on the Legal and Compliance Officer: (a) to advise and assist Natura Group with respect to legal matters;

(b) to defend the interests of Natura Group before third parties; and (c) to develop and coordinate the compliance program of Natura Group.

Paragraph 2nd5th - It is incumbent on the Executive Operation Officers, in addition to other attributions set forth by the Board of Directors:

(a) to foster the development of the activities of the Company, with due regard to its

corporate purpose; (b) to coordinate the activities of the Company and its subsidiaries; (c) to conduct the budgetary management of areas of the Company under their

supervision, including management and cost controls; (d) to coordinate the actions of its area and its specific attributions with those of other

officers; and (e) to represent the Company before clients, the press, the society and legal, corporate and

governmental entities, safeguarding the interests of the organization and caring for its image at all times.

Article 25 - As a general rule and except for the cases covered in the subsequent paragraphs, the Company will always be legally represented by two (2) officers, or one (1) officer and one (1) attorney-in-fact, or two (2) attorneys-in-fact, within the limits of the respective 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 – Pursuant to the provisions of this article, the Company may be represented by one (1) single Executive Officer or one (1) single attorney in fact, with special powers, in the following cases:

(a) where the act to be performed requires a single representative, the Company will be

represented by any Officer or attorney-in-fact with special powers; and (b) in the case of release and discharge of amounts payable to the Company, issuance

and trading, 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 for the performance of simple administrative routine of the Company, including those practiced before public authorities, government-controlled entities, Federal Revenue officers, State Treasury Departments, Municipal Treasury Department, Commercial Boards, Labor Courts, the Social Security Institute (INSS), the Severance Indemnity Fund (FGTS) and its collection banks and other similar acts and before the National Health Surveillance Agency.

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 appointment of attorneys-in-fact must observe the following rules:

(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.

(c) except as otherwise approved by the Board of Directors, all powers of attorney

granted on behalf of the Company must be limited in their duration, with the exception of powers of attorney for representation in administrative proceedings or with an ad judicia clause.

Paragraph 5th - Any actions conducted in violation of this article shall not be valid nor bind the Company.

PART III AUDIT COMMITTEE

Article 26 - The Audit Committee of the Company, having such powers and duties as 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 shall begin on January 1 and end on December 31 of each year.

Paragraph 1st – At the close of each fiscal year, the Board of Executive Officers will order the preparation of the following financial documents in accordance with the pertinent legal precept:

(a) balance sheet; (b) statement of income for the fiscal year; (c) statement of comprehensive income; (d) statement of changes in shareholders’ equity; (e) statement of cash flow; (f) statement of value added; and (g) 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 No. 6.404/76, as amended by Law No. 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 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

LISTED 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 (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.

“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.

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 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 listed 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 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 listed 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 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 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.

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. 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 listed company with the Brazilian Securities Commission – CVM and after its shares have commenced trading on BM&FBOVESPA.



Page 1 of 8

COMPARATIVE CHART

OF THE AMENDMENTS TO THE BYLAWS

CURRENT BYLAWS NEW DRAFT OF THE BYLAWS REASON FOR THE AMENDMENT

Article 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 the investiture of the

directors, or whenever resignation or vacancy occurs in these

positions.

Article 18 - The Board of Directors will have up to three (3) Co-

Chairmen, as well as 1 (one) Executive Chairman of the Board of

Directors, who will be elected by a majority vote of the directors at the

first meeting of the Board held after the investiture of the directors, or

whenever resignation or vacancy occurs in these positions.

The amendment has the purpose:

(i) to create the position of Executive

Chairman of the Board of Directors

of the Company, in accordance with

the proposal approved by the

Company's Board of Directors in the

meeting held on September 8, 2017.

(ii) to refine the drafting of the first

paragraph with regards to the

appointment process, among the Co-

Chairmen of the Board of Directors,

of those who will preside the

meetings of the Board of Directors

for the duration of its term.

Paragraph 1st – It shall be incumbent upon the Board of

Directors’ members, at their first meeting to set the number of Co-

Chairmen and to appoint among their Co-Chairmen who shall chair

the Board of Directors’ meetings during all management term of

office of its members.

Paragraph 1st – It shall be incumbent upon the Board of Directors’

members, at their first meeting to set the number of Co-Chairmen and

to appoint among their Co-Chairmen them who shall chair the Board of

Directors’ meetings during the term of office. all management term of

office of its members.

N/A Paragraph 2nd - The appointed Co-Chairmen shall have, in addition

to the legal attributions, the following attributions:

(i) to act with the purpose of enhancing the Natura Group in

accordance with its values, identity and origin;

(ii) to maintain and develop institutional relationships of the group

with entities and authorities with the purpose of promoting and

maintaining the Company's interests;


(iv) to promote the vision, image and general aspects of the

independent business divisions inside Natura Group and

before third parties;

(v) to submit to the Board of Directors the remuneration proposal

In addition, considering the proposal for

the restructuring of the internal

governance of the Company's Board of

Directors, as approved in the Board of

Directors' meeting held on September 8,

2017, the proposed amendment aims to

include a new second paragraph on

article 18 of the Company's Bylaws, with

the purpose of setting forth the specific

attributions to be performed by the Co-

Chairmen of the Board of Directors.



Page 2 of 8

of the Board of Executive Officers and members of the Board

of Directors, for each corporate year;

(vi) with the support of the Executive Chairman of the Board of

Directors and of the existing committees, to coordinate the

activities of the Board of Directors, including to organize and

coordinate the Board of Directors' meetings' agenda, the

calendar of meetings and Annual Shareholders' Meetings, to

call and preside the Board of Directors' Meetings, to assure

that the directors receive the appropriate information for each

meeting, as well as to assure the correct functioning of such

body; and

(vii) to establish and supervise the evaluation process of the

members of Board of Directors and as a collective body of the

Company.

N/A Paragraph Three - The Executive Chairman of the Board of Directors

shall have, in addition to its legal attributions, the following

attributions:

(i) to monitor the implementation of the long and short term

strategy of the Natura Group, in accordance with the

objectives and interests of the group set forth by the Board of

Directors and by the shareholders of the Company;

(ii) to collaborate with the Board of Directors in the inspection of

each individual business division (i.e., Natura (Brazil and

Latin America), Aesop and The Body Shop), keeping such

divisions operating individually under its respective Board of

Officers;

(iii) to aid the Board of Directors in creating, implementing and

leading the Operational Committee of the Natura Group,

which shall be chaired by himself, keeping each business

division with its own Board of Officers and Executive

Committees;

Considering the proposal for the

restructuring of the internal governance

of the Company's Board of Directors,

approved in the Board of Directors'

meeting held on September 8, 2017, the

proposed amendment aims to include a

new third paragraph on article 18 of the

Company's Bylaws, with the purpose of

creating the position of Executive

Chairman of the Board of Directors, as

well as specifying the individual

attributions that shall be performed by

whoever holds this position.



Page 3 of 8

(iv) to promote the governance, cadence and interaction levels

between the Operational Committee of the Natura Group, the

Executive Committees of each business division, the Board of

Directors, the Board of Officers and the shareholders of the

Company;

(v) to enhance the collaboration and synergy between the

management of each business division, referring the matters

before the Board of Directors and the respective Committees;

(vi) to propose to the Board of Directors, over time, attributions

and tasks dedicated to the Natura Group; and

(vii) to make recommendations to the Board of Directors and to the

Board of Executive Officers of the Company with regards to

the group management, from a perspective of results, resource

allocation between the business divisions, talent management

and cash flow, in order to assure that the management is

aligned with the objectives and interests approved by the

Board of Directors and by the Company's shareholders.

Paragraph 2nd – 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 2nd4th – 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.

Renumbering as a result from the

amendments to paragraphs second and

third above.

N/A Paragraph 5th - For purposes of this article 18, "Natura Group" means

every company that has control, is controlled by or is under common

control with the Company.

Inclusion of a new paragraph in order to

clarify the companies that are a member

of the Natura Group who shall be

supervised by the Executive Chairman of

the Board of Directors.

Article 20 - In addition to other duties assigned by law or these

Bylaws, the Board of Directors shall be responsible for:

(…)

Article 20 - In addition to other duties assigned by law or these

Bylaws, the Board of Directors shall be responsible for:

(…)

The adjustment proposed to item (iv) has

the purpose to align the scope of

attributions of the Board of Directors

with regards to the specific attributions

of the Company's Board of Executive



Page 4 of 8

(iv) to assign the duties of each executive officer, and to designate

the Investor Relations Officer, in compliance with the provisions

hereof;

(…)

(iv) to assign the duties of each executive officer, and to designate the

Investor Relations Officer, in compliance with the provisions hereof;

(…)

Officers, considering the proposal to

modify the structure and the composition

of the Board of Executive Officers in

order to modify and specify the

attributions to be performed by certain

offices of the Company, as further

explained below.

Article 21 - The Board of Executive Officers, whose members may

be elected and removed by the Board of Directors at any time, shall

be composed of at least four (4) and at most ten (10) members,

namely one Chief Executive Officer, one Chief Financial Officer

and the remaining members, Chief Operational Officers, all of

whom shall serve for a term of three (3) years and with reelection

permitted.

Article 21 - The Board of Executive Officers, whose members may be

elected and removed by the Board of Directors at any time, shall be

composed of at least four (4) and at most ten (10) members, namely

one Chief Executive Officer, one Chief Financial and Investor

Relations Officer, one Legal and Compliance Officer, one Direct Sales

Operational Officer and/or one Marketing, Innovation and

Sustainability Operational Officer and the remaining members

Executive Operational Officers, all of whom shall serve for a term of

office of three (3) years, with reelection permitted.

The proposed amendment aims to reflect

the specific attributions of certain

officers of the Company, as is its usual

practice. The specification of these

attributions on the Bylaws has also the

purpose of providing more transparency

over the governance structure of the

Company and over the responsibilities of

each statutory offices.

Hence, in addition to the Chief Executive

Officer, there shall be, in accordance

with this proposal. the following

minimum statutory offices in the

Company, each with its specific

attributions with regards to managing

the Company's business:

(i) Chief Financial and Investor

Relations Officer;

(ii) Legal and Compliance Officer;

(iii) Direct Sales Operational Officer;

(iv) Marketing, Innovation and

Sustainability Operational Officer;

and

(v) Executive Operational Officers.



Page 5 of 8

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.

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,

pursuant to the provisions of these Bylaws; and

(iv) to carry out such other duties as are assigned by the Board of

Directors.

The amendment to item (iii) of this

article 23 has the purpose of only

adjusting and harmonizing the drafting

of the Bylaws, cross-referencing the

Chief Executive Officer's power of

proposing specific attributions to the

remaining Officers, provided that it

remains subject to the provisions of the

Bylaws, specially considering the

amendments to the structure and

composition of the Board of Executive

Officers with the express specification of

certain tasks currently performed by the

Company's Board of Executive Officers.

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:

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:

The amendments set forth in this article

24 express the specific attributions to be

performed by each statutory office

created in line with the proposal to

modify the structure of the Board of

Executive Officers, as set forth in article

21 above.

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

Paragraph 1st – It is incumbent on the Chief Financial and Investor

Relations 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 compliance 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



Page 6 of 8

e) to plan and carry out management policies for his or her

areas of responsibility.

(e) to plan and carry out management policies for its areas of

responsibility;

(f) to represent the Company before authority bodies and other

institutions that act in the capital markets;

(g) to provide information to the investors, CVM, stock exchanges

in which the Company has its securities negotiated and other

bodies related to the activities developed in the capital markets,

in accordance with applicable Brazilian and foreign laws; and

(h) to keep the record of the Company as a listed corporation

updated with the CVM.

N/A Paragraph 2nd - It is incumbent on the Direct Sales Operational

Executive Officer:

(a) to define and implement the commercial strategy of Natura in

Brazil;

(b) to define and implement the marketing and customer activation

strategy in the markets referred to in item (a) above; and

(c) to manage sales force for the markets referred to in item (a)

above.



Page 7 of 8

N/A Paragraph 3rd - It is incumbent on the Marketing, Innovation and

Sustainability Operation Officer:

(a) to define and implement the strategy of the Natura trademark;

(b) to manage the communication and global media plan of Natura;

(c) to identify and explore new cultural and social tendencies,

searching for innovation opportunities;

(d) to lead Natura's trademark and products portfolio innovation,

development and management cycle;

(e) to build the institutional presence of the trademark Natura by

means of the culture platform; and

(f) to structure and implement Natura's sustainability strategy.

N/A Paragraph 4th - It is incumbent on the Legal and Compliance Officer:

(a) to advise and assist Natura Group with respect to legal matters;

(b) to defend the interests of Natura Group before third parties; and

(c) to develop and coordinate the compliance program of Natura

Group.

Paragraph 2nd - It is incumbent on the Executive Operation

Officers, in addition to other attributions set forth by the Board of

Directors:

a) to foster the development of the activities of the Company,

with due regard to its corporate purpose;

b) to coordinate the activities of the Company and its

subsidiaries;

Paragraph 2nd5th - It is incumbent on the Executive Operational

Officers, in addition to other attributions set forth by the Board of

Directors:

a) to foster the development of the activities of the Company,

with due regard to its corporate purpose;

b) to coordinate the activities of the Company and its

subsidiaries;



Page 8 of 8

c) to conduct the budgetary management of areas of the

Company under their supervision, including management

and cost controls;

d) to coordinate the actions of its area and its specific

attributions with those of other officers; and

e) to represent the Company before clients, the press, the

society and legal, corporate and governmental entities,

safeguarding the interests of the organization and caring

for its image at all times.

c) to conduct the budgetary management of areas of the

Company under their supervision, including management and

cost controls;

d) to coordinate the actions of its area and its specific attributions

with those of other officers; and

e) to represent the Company before clients, the press, the society

and legal, corporate and governmental entities, safeguarding

the interests of the organization and caring for its image at all

times.

Schedule III – Item 12 of the Reference Form

Free English Translation In the event of doubt or discrepancy, Portuguese version shall prevail

SCHEDULE III ADMINISTRATORS OF THE COMPANY

ITEMS 12.5 TO 12.10 OF THE REFERENCE FORM

12.5. Pursuant to each one of the administrators and members of the of the audit committee of the issuer, indicate, in the form of a table, name, date of birth, profession, Individual Taxpayers' Registration ("CPF/MF") or passport number, elected position held, date of election, date of investiture, term of office, other positions or functions performed within the issuer, indication whether elected by the controller or not, if it is an independent member and, if so, what was the criteria used by the issuer to determine the independence, number of consecutive terms.

Name Date of

birth Profession CPF Elective

position

occupied

Date of

election Date of

investitur

e

Term of

office Other

positions

or

functions

performed

Elected by

the

controller

Number of

consecutive

terms

Pedro Luiz

Barreiros

Passos

29.6.51 Engineer 672.924.618-91 Cochairman of the Board

11.4.17 26.4.17 1 year Member of the

Committee

Yes 13

Antonio Luiz da

Cunha Seabra

23.3.42 Economist 332.927.288-00 Cochairman of the Board


Committee

Yes 13

Guilherme

Peirão Leal

22.2.50 Administrator 383.599.108-63 Cochairman of the Board


Committee

Yes 13

Marcos de

Barros Lisboa

2.8.64 Economist 806.030.257-49 Independent member*


Committee

Yes 6

Silvia Freire

Dente da Silva

Dias Lagnado

25.8.63 Executive Brazilian passport YB263330

Independent member*


Committee

Yes 2


Carla

Schmitzberger 21.6.62 Engineer 667.280.967-87 Independent

member* 11.4.17 26.4.17 1 year Member of

the Committee

Yes 1

Roberto de

Oliveira

Marques

13.7.65 Administrator Brazilian passport YB051756

Executive Chairman of the

Board of Directors


Committee

Yes 1

Gilberto Mifano 11.11.49 Administrator 566.164.738-72 Independent member*


Committee

Yes -

Fábio Colletti

Barbosa

3.10.54 Administrator 771.733.258-20 Independent member*


Committee

Yes -

Peter Bryce

Saunders

22.10.47 Chemist Canadian passport HB625499

Independent member*

30.11.17 30.11.17 Term of office until the next Ordinary Shareholders' Meeting of 2018.

N/A Yes -

*The Company informs that in order to determine the independence of the Director, it uses the criteria expressed in the Listing Rules of the "Novo Mercado": "Independent member" is characterized by: (i) not having any ties with the Company, except equity participation; (ii) is not a Controlling Shareholder, its spouse or relative up to the second degree, or is not or has not been linked in the last three (3) years to the company or entity related to the Controlling Shareholder (persons linked to public educational institutions and / or search are excluded from this restriction); (iii) has not been, in the last three (3) years, an employee or officer of the Company, of the Controlling Shareholder or a company controlled by the Company; (iv) not be a supplier or buyer, direct or indirect, of services and / or products of the Company, in a magnitude that implies loss of independence; (v) is not an employee or Administrator of a company or entity that is offering or requesting services and / or products to the Company, to a degree that implies loss of independence; (vi) not be a spouse or relative to the second degree of any Administrator of the Company; and (vii) not receive any other remuneration from the Company other than that relating to the position of director (cash proceeds from participation in the capital are excluded from this restriction).


Information on: (i) main professional experiences during the last five years, indicating: name and sector of the company's activity, position and whether the company is part of the economic group of the issuer or is controlled by a shareholder of the issuer that holds direct or indirect participation equal to or greater than 5% of the same class or type of security as the issuer;

Name Main professional experiences

during the last five years: Name of

the company

Sector of the company's

activity Position

Company is part of the economic

group of the issuer or is

controlled by a shareholder of the

issuer that holds direct or

indirect participation equal to or

greater than 5% of the same

class or type of security as the

issuer

Pedro Luiz

Barreiros

Passos

1. Anima Investimentos Ltda. 2. Passos Participações S.A. 3. Totvs 4. IPT 5. IEDI 6. Fapesp 7. Endeavor 8. Fundação Don Cabral 9. SOS Mata Atlântica 10. Instituto Semeia

1. Asset Management 2. Holding 3. Software 4. Technological research 5. Institute 6. Foundation 7. Institute 8. Education 9. Institute 10. Institute

1. Officer 2. Officer 3. Chairman of the Board 4. Member of the Board 5. Member of the Board 6. Member of the Board 7. Member of the Board 8. Member of the Board 9. Chairman of the Board 10. Member of the Board

1. Yes 2. Yes 3. No 4. No 5. No 6. No 7. No 8. No 9. No 10. No

Antonio Luiz

da Cunha

Seabra

1. Orexis Participações Ltda. 2. Viva Vida Instituto de Ações Solidárias 3. Lisis Participações S.A 4. Homagus Adm. E Participações Ltda. 5. Janos Com. Adm. e Participações Ltda. 6. Axioma Adm. e Participações Ltda. 7. Heuris Adm. e Consultoria Ltda.

1. Participation 2. Institute 3. Holding 4. Administration 5. Holding 6. Administration 7. Administration

1. Executive Officer 2. Chairman 3. Chairman 4. Officer 5. Officer 6. Chairman 7. Chairman

1. Yes 2. Yes 3. Yes 4. Yes 5. Yes 6. Yes 7. Yes

Guilherme

Peirão Leal

1. GPLeal Administração e Participações Ltda. 2. Janos Administração e Participações Ltda.

1. Administration 2. Holding 3. Holding 4. Administration

1. Chairman 2. Administrator 3. Chairman 4. Executive Officer

1. Yes 2. Yes 3. Yes 4. Yes


3. Utopia Participações S.A. 4. Dédalus Administração e Participações Ltda. 5. Homagus Administração e Participações Ltda. 6. Homagus Gestão Patrimonial Ltda. 7. Axioma Administração e Participações Ltda. 8. SG Debret Participações Ltda. 9. Modusvivendi Participações Ltda. 10. Instituto Ethos de Empresas e Responsabilidade Social 11. Rede de Ação Política Pela Sustentabilidade - RAPS 12. The BTeam 13. Instituto Arapyau de Educação e Desenvolvimento Sustentável 14. Janos Holding Consultoria Ltda. 15. Biofílica Investimentos Ambientais S/A

5. Administration 6. Asset Management 7. Administration 8. Administration 9. Participation 10. Institute 11. Institute 12. Association 13. Institute 14. Holding 15. Investment

5. Executive Officer 6. Executive Officer 7. Vice-President Officer 8. Executive Officer 9. Executive Officer 10. Member of the Deliberative and Ethical Board 11. Chairman of the Board Officer 12. Cofounder and Member of the Board 13. Member of the Board 14. Member of the Board 15. Member of the Board

5. Yes 6. Yes 7. Yes 8. Yes 9. Yes 10. Yes 11. No 12. No 13. No 14. No 15. Yes 16. No

Marcos de

Barros Lisboa

1. Insper 2. Mercedes-Benz do Brasil Ltda. 3. AMBEV S.A. 4. FGV – Fundação Getúlio Vargas 5. SWISS RE 6. Itaú Unibanco 7. FGC

1. Instituto de Ensino e Pesquisa – Educacional 2. Automobilist 3. Beverages 4. Education 5. Reinsurance 6. Bank 7. Credit Guarantee Fund

1. Chairman 2. Member of the Board 3. Member of the Board 4. Member of the Board 5. Member of the Board 6. Member of the Board 7. Member of the Board

1. No 2. No 3. No 4. No 5. No 6. No 7. No

Silvia Freire

Dente da Silva

Dias Lagnado

1. Mc Donald’s Corporation 2. Bacardi Corporation 3. Nuelle Inc, California 4. Britvic PLC, UK 5. Sapient Corp

1. Food 2. Beverages 3. Personal Care 4. Beverages 5. Marketing

1. Marketing Officer 2. Marketing Officer 3. Member of the Board 4. Member of the Board 5. Member of the Board

1. No 2. No 3. No 4. No 5. No

Carla

Schmitzberger

1. Alpargatas S.A. 1. Shoes and Clothing 1. Officer of the Sandals Business Unit

1. No

Roberto de

Oliveira

1. Mondelez International 2. Johnson & Johnson 3. GMA (Grocery Manufacturers

1. Food 2. Personal Care 3. Association

1. President for North America 2. Chairman of the Group 3. Member of the Board

1. No 2. No 3. No


Marques Association)

Gilberto

Mifano

1. Cielo S/A

2. Pragma Gestão de Patrimônio Ltda

3. Natura S/A

4. TOTVS S/A

5. Banco Santander Brasil S/A

6. Âmbar S/A

7. Construtora Pacaembu Ltda

8. Baterias Moura S/A

9. Instituto Arapyau

10. Instituto Natura

11. CIEB Centro de Inovação para a Educação

12. RAPS – Rede de Ação Política pela Sustentabilidade

13. Amigos da Poli

1. Financial Services

2. Asset Management

3. Cosmetics

4. Software

5. Financial Institution

6. Civil Construction Services

7. Civil Construction

8. Car Parts

9. Institute

10. Institute

11. Institute

12. Institute

13. Institute

1. Member of the Board of Directors

2. Member of the Consultee Board

3. Audit Committee Advisor

4. Member of the Audit Committee

5. Member of the Sustainability Committee




9. Member of the Fiscal Council



12. Member of the Deliberative Board


1. No

2. No

3. No

4. No

5. No

6. No

7. No

8. No

9. No

10. No

11. No

12. No

13. No

Fábio Colletti

Barbosa

1. Abril Comunicações S.A.

2. Banco Santander Brasil

3. Fundação OSESP

4. Insper

5. UN Foundation (Fundação das

1. Publicações

2. Instituição financeira

3. Fundação

4. Educação

1. Chairman

2. Chairman of the Board of Directors


4. Member of the Deliberative

1. No

2. No

3. No

4. No


Nações Unidas)

6. Instituto Empreender Endeavor

7. Almar Participações S.A.

8. Vox Capital – Investimentos

9. Gávea Investments

10. Itaú Unibanco Holding S.A.

11. Companhia Brasileira de Metalurgia e Mineração

12. Fundação Itaú Social

5. Fundação

6. Instituto

7. Holding

8. Investimentos



11. Mining

12. Foundation

Board





9. Member of the Investment Board



12. Vice Chairman of the Board of Directors

5. No

6. No

7. No

8. No

9. No

10. No

11. No

12. No

Peter Bryce

Saunders

1. Godiva Chocolatier

2. Air Partner Plc

3. Total Wine & More

1. Food

2. Aviation

3. Beverages




1. No

2. No

3. No

(ii) Indication of all management positions held in other companies or third sector organizations

Name Indication of all management positions held in other companies or third

sector organizations


Pedro Luiz Barreiros Passos Officer of Passos Participações S.A.

Officer of Anima Investimentos Ltda.

Chairman of the Board of Totvs

Member of the Board of IPT

Member of the Board of IEDI

Member of the Board of Fapesp

Member of the Board of Endeavor

Member of the Board of Fundação Dom Cabral

Chairman of the Board of SOS Mata Atlântica

Member of the Board of Instituto Semeia

Antonio Luiz da Cunha Seabra Executive Officer of Orexis Participações Ltda.

Chairman of Viva Vida Instituto de Ações Solidárias

Chairman of Lisis Participações S.A

Officer of Homagus Adm. E Participações Ltda.

Officer of Janos Com. Adm. e Participações Ltda.

Chairman of Axioma Adm. e Participações Ltda.

Chairman of Heuris Adm. e Consultoria Ltda.

Guilherme Peirão Leal Chairman of GPLeal Administração e Participações Ltda.

Administrator of Janos Administração e Participações Ltda.


Chairman of Utopia Participações S.A.

Executive Officer of Dédalus Administração e Participações Ltda.

Executive Officer of Homagus Administração e Participações Ltda.

Executive Officer of Homagus Asset Management Ltda.

Vice Chairman of Axioma Administração e Participações Ltda.

Executive Officer of SG Debret Participações Ltda.

Executive Officer of Modusvivendi Participações Ltda.

Member of the Deliberative and Ethical Board of Instituto Ethos de Empresas e Responsabilidade Social

Chairman of the Board Officer of Rede de Ação Política Pela Sustentabilidade - RAPS

Cofounder and Member of the Board of The BTeam

Member of the Board of Directors of Instituto Arapyau de Educação e Desenvolvimento Sustentável

Member of the Board of Directors - Janos Holding Consultoria Ltda.

Member of the Board of Directors of Biofílica Investimentos Ambientais S/A

Marcos de Barros Lisboa Chairman of Insper

Member of the Board of Directors of Mercedes-Benz do Brasil Ltda.

Member of the Board of Directors of AMBEV S.A.

Member of the Board of Directors of FGV – Fundação Getúlio Vargas

Member of the Board of Directors of SWISS RE


Member of the Board of Directors of Itaú Unibanco

Member of the Board of Directors of FGC

Silvia Freire Dente da Silva Dias Lagnado Executive Vice-President and Chief Marketing Officer Mc Donald’s Corporation

Carla Schmitzberger Officer of Alpargatas S.A.

Roberto de Oliveira Marques Member of the Board of GMA (Grocery Manufacturers Association)

Gilberto Mifano Member of the Board of Directors of Cielo S/A

Member of the Board of Directors of Âmbar S/A

Member of the Deliberative Board of RAPS – Rede de Ação Política pela Sustentabilidade

Member of the Fiscal Council of Instituto Natura

Member of the Fiscal Council of Instituto Arapyau

Member of the Fiscal Council of Amigos da Poli

Fábio Colletti Barbosa Member of the Board of Directors of Itaú Unibanco

Chairman of the Board of Directors of Fundação OSESP

Member of the Board of Directors of UN Foundation

Chairman of the Board of Directors of Instituto Empreender Endeavor

Member of the Deliberative Board of Insper

Member of the Board of Directors of Almar Participações

Member of the Consultee Board of Vox Capital

Member of the Investment Board of Gávea Investments


Member of the Board of Directors of Companhia Brasileira de Metalurgia e Mineração

Vice Chairman of the Board of Directors of Fundação Itaú Social

Peter Bryce Saunders Member of the Board of Directors of Godiva Chocolatier

Member of the Board of Directors of Air Partner Plc

Member of the Board of Directors of Total Wine & More

Description of any of the following events that have occurred during the past five years: (i) any criminal conviction; (ii) any conviction in administrative proceedings of the CVM and the penalties applied; (iii) any final and non appealable conviction, in the judicial or administrative sphere, that has suspended or disqualified him for the practice of any professional or commercial activity. None of the candidates for members of the Company's Board of Directors has suffered any criminal conviction, any conviction in an administrative proceeding of the CVM, or any final or non appealable conviction, in the judicial or administrative sphere, that has suspended or disqualified him for practicing a professional activity or business. Curriculum vitae of the candidates for members of the Company's Board of Directors: Pedro Luiz Barreiros Passos is CoChairman of the Board of Directors of Natura and cofounder of the company. He is an adviser to the Natura Institute. Since 2013, he has been the CEO of Totvs. He holds a degree in Production Engineering ("Engenharia de Produção ") from the Polytechnic School of the University of São Paulo ("Escola Politécnica da Universidade de São Paulo"), with a degree in Business Administration from Fundação Getúlio Vargas. He is dedicated to different entities and organizations. He was president of the Institute of Studies for Industrial Development ("Instituto de Estudos para o Desenvolvimento Industrial - Iedi") from 2009 to 2015, still remaining as advisor. In 2013 he became Chairman of SOS Mata Atlântica Foundation. He has been a member of the Board of Trustees of the National Quality Foundation ("Fundação Nacional da Qualidade - FNQ") since 2003, and the boards of the Instituto Empreender Endeavor since 2005, the Instituto de Pesquisas Tecnológicas (IPT) since 2006 and the Fundação Dom Cabral (FDC) since 2010. He is also a member of Business Mobilization for Innovation ("Mobilização Empresarial pela Inovação MEI").

Antônio Luiz da Cunha Seabra founded Natura in 1969. Since then he has been dedicated to the construction and development of the company. He began with a small shop at Rua Oscar Freire where he gave personalized advice. Five years later he expanded the scope of Natura's message and its products by adopting the sale through relations with consultants as Natura's business model. Graduated in economics, Luiz Seabra developed new products, languages, and messages for the beauty industry. He has actively participated in transformation the organization into one of the largest cosmetics companies in the world, strongly committed to ethics and sustainability.

Guilherme Peirão Leal graduated in Business Administration from USP and is an alumnus of the FDC / INSEAD Advanced Administration Program ("Programa de Administração Avançado da FDC/INSEA"). CoChairman of the Board of Directors and one of the founders of the Company and also advisor to the Natura Institute. In the last 25 years he has participated in the creation and promotion of various companies and social organizations, such as the Abrinq Foundation for the Rights of Children and Adolescents, Ethos Institute of Business and Social Responsibility and Akatu Institute for Conscious Consumption. He also participated in institutions such as Ashoka - Social Entrepreneurship. After the year 2000, he was closely involved in several environmental institutions, such as the Brazilian Biodiversity Fund (Funbio) and WWF Brazil. In 2007, he was one of the founders of the Nossa São Paulo Movement, which aims to articulate various sectors of local society to seek a better, and more just and sustainable city. Since 2008, he has been dedicated to structuring his legacy through the Arapyaú Institute, an organization dedicated to education and sustainable development. In the 2010 national elections, Guilherme Leal joined former Senator Marina Silva, then the Green Party, as a candidate for vice president. Together, they received about 20 million votes. In 2012, he helped found the Political Action Network for Sustainability - RAPS, a nonpartisan institution dedicated to identifying, supporting, developing and bringing together political leaders committed to ethical values and building an inclusive and sustainable development. That same year he joined the B-Team, a group formed by international leaders that aims to engage corporations and leaders from around the world with a new vision of success in business, incorporating social and environmental goals into profits.

Marcos de Barros Lisboa is the Chairman of Insper, Economist, has a Masters in Economics from the Federal University of Rio de Janeiro, UFRJ, and a Ph.D. in Economics from the University of Pennsylvania (USA). He was an assistant professor at Stanford University, 1996-1998, and an assistant professor at EPGE / FGV between 1998 and 2002. He was Secretary of Economic Policy of the Ministry of Finance between 2003 and 2005, president of the Brazilian Reinsurance Institute, IRB-Brasil Re, from 2005 to 2006 and held the position of vice president at Itaú-Unibanco between 2010 and 2013.

Silvia Freire Dente da Silva Dias Lagnado graduated in 1986 from the Polytechnic School of the University of São Paulo ("Escola Politécnica da Universidade de São Paulo"). She is currently Executive Vice President and Chief Marketing Officer at McDonalds Corporation. Silvia was Chief Marketing Officer and Chairman of Bacardi Global Brands from June 2010 to November 2012. She worked at Unilever from 1986 to 2010, having been Global Executive Vice President of the Cooking Category, in addition to having served in several other international positions during the 25 years in which she remained in the company. As Executive Vice President of the London-based Cooking Category, she oversaw the entire business unit, including Soups, Sauces, Broths and Frozen Products. Still at Unilever, she was Senior Vice President Global of the Dove brand, based in the United States, and Vice President of Latin America Deodorants, based in Buenos Aires. She was an independent member of the Boards of Nuelle Inc., a US company, Sapient, based in Boston, USA and Britvic Plc., a company that produces and markets soft drinks in the United Kingdom.

Carla Schmitzberger holds a degree in Chemical Engineering from Cornell University (Ithaca, NY, USA) (1984). Has a specialization course in Strategic Management of People by FDC / INSEAD (2000). She has been at the head of the Alpargatas Sandals Business Unit (Havaianas and Dupé) for 10 years and is the company's Statutory Officer. She has worked with Citibank for 8 years as Vice-President of Marketing and Products (Credicard), Vice President Marketing (Citibank Consumer) and responsible for the Citibank card portfolio. In the last year, she was responsible for Marketing and Decision Management for Latin America at Citi Consumer Bank. She has worked for more than 11 years at Procter & Gamble in several countries (Germany, Canada and Brazil) and in several product categories (Detergents, Hygiene and Cleaning, Cosmetics and Diapers) and functions, being the last Associate Marketing Officer in Brazil. She was also at Johnson & Johnson for just over 2 years.

Roberto de Oliveira Marques Graduated in Business Administration with a specialization in Marketing and Strategic Planning from the Getúlio Vargas Foundation of São Paulo and holds postgraduate courses at the Kellogg School of Management at Northwestern University and The Wharton School at the University of Pennsylvania. He was executive vice president and president for North America of Mondeléz International, a company that globally markets brands like Oreo, Halls, Lacta and Trident. Roberto worked for many years at Johnson & Johnson, where he held, among other positions, global head of beauty brands, babies and over-the-counter medicines. Roberto is also an advisor to the GMA - Grocery Manufacturer Association. He was Chairman of the Johnson & Johnson Group (Personal Care), an advisor to the Consumer Health Care Products Association, ENACTUS and Brazil-U.S. Business Council at the U.S. Chamber of Commerce.

Gilberto Mifano holds a degree in Business Administration from the School of Business Administration of FGV-SP. From 1994 to 2008 he was CEO of BOVESPA - São Paulo Stock Exchange and later, 2008 and 2009, Chairman of the Board of BM & FBOVESPA - Stock Exchange and Futures S / A. Since 2009, he has been an Independent member of Cielo S / A, Audit Committee Advisor, Risk Management and Finance of Natura S / A and advisory advisor of Pragma Patrimônio Ltda. Since 2012, he has been an external and independent member of TOTVS S / A and member of the Sustainability Committee of Banco Santander Brasil. He is also a deliberative advisor to RAPS - Policy Action Network for Sustainability and fiscal adviser to the Natura Institute, CIEB - Innovation Center for Brazilian Education and Friends of Poli

endowment. He was Chairman of the Board of IBGC - Inst. Brazilian Board of Corporate Governance, board member of SEB Educacional S / A, Isolux Infrastructure S / A, and Baterias Moura S / A. At the international level, for about eight years he was a member and vice-chair of the executive committees of the WFE - World Federation of Exchanges and FIAB - Latin American Federation of Fellowships.

Fábio Colletti Barbosa holds a degree in Business Administration from the School of Business Administration of FGV-SP and a Master's degree in Business Administration from the Institute for Management and Development of Lausanne, Switzerland. He has worked in companies such as Nestlé and Citibank. From 1993 to 1995 he was Chairman of LTCB Latin America, a Brazilian subsidiary of The Long Term Credit Bank of Japan. At ABN AMRO Brasil he became in 1996 and assumed the Presidency of Banco Real in 1998, due to its acquisition by the Dutch group. From 2006 he was also the executive responsible for ABN AMRO's activities throughout Latin America. In 2008, he became president of Grupo Santander Brasil, made up of Santander and Banco ABN AMRO Real. In 2011, he took over the Executive Presidency of Abril S.A, where he remained until 2015. He was an independent member of the Petrobrás Board between 2003 and 2011 and Member of the Board of Economic and Social Development of the Presidency of the Republic of Brazil. He is an adviser to Itaú Unibanco Holding, Instituto Empreender Endeavor and Almar Participações. He is also a member of Insper's Advisory Board.

Peter Bryce Saunders was born in Canada and graduated in Science, with a specialization in Chemistry from McGill University and has an MBA from the University of Western Ontario. He began his professional career in 1972 at T. Eaton Company Limited, where he held the positions of Chief Operating Officer and Chief Merchant. In 1998 he became Chairman of the Board of Directors and Chairman of the subsidiary The Body Shop Inc in the United States, becoming Chairman of the Body Shop International Plc since 2002. Since 2008 he has held positions as Chairman of Jack Wills, Chairman of Air Partner PLC, Lead Counsel of Godiva Chocolatier, as well as Non-Executive Director of the Canadian Tire Corporation, Second Cup and Total Wine & More.

12.6. Pursuant to to each of the persons who acted as Member of the Board of Directors or the audit committee in the last fiscal year, inform, in table form, the percentage of participation in the meetings held by the respective body in the same period, which occurred after the investiture in the position.

DIRECTORS PARTICIPATION IN

THE BOARD OF

DIRECTORS

Pedro Luiz Barreiros Passos 100%

Antonio Luiz da Cunha Seabra (1) 90.9%

Guilherme Peirão Leal (2) 90.9%

Plinio Villares Musetti 100%

Marcos de Barros Lisboa 100%

Silvia Freira Dente da Silva 100%

Giovanni Giovannelli 100%

Carla Schmitzberger 100%

Roberto de Oliveira Marques 100%

(1) Luiz Seabra has not participated in the meeting held on February 22, 2017; (2) Guilherme Leal has not participated in the meeting held on July 27, 2016. 12.7. Provide the information mentioned in item 12.5 with respect to members of statutory committees, as well as audit, risk, financial and compensation committees, even if such committees or structures are not statutory The members of the Committees are all Directors of the Company. 12.8. Pursuant to each person who served as a member of the statutory committees, as well as the audit, risk, financial and compensation committees, even if such committees or structures are not statutory, inform, in table format, the percentage of participation in the meetings held by the respective body in the same period, which occurred after the investiture in the position.

Director Audit Committee, Risk Management and Finance Committee

Strategic Committee

Corporate Governance Committee

People and Organizational Development Committee

Total meetings held since the investiture

10 10 10 6

Pedro Luiz Barreiros Passos

100% 100% 100% 100%

Antonio Luiz da Cunha Seabra

NA NA 100% NA

Guilherme Peirão Leal

NA NA 100% NA

Plinio Villares Musetti

100% 100% 100% NA

Carla Schmitzberger

NA NA NA NA

Marcos de Barros Lisboa

100% NA NA NA

Silvia Freire Dente da Silva Dias Lagnado

NA 100% NA NA

Giovanni Giovannelli

NA NA NA 100%

Roberto de Oliveira Marques

NA NA NA 100%

12.9. Inform the existence of a marital relationship, stable union or kinship up to the second degree between the Issuer's Administrators, Issuer Administrators and Administrators of the issuer's direct or indirect subsidiaries; Administrators of the issuer or its direct or indirect subsidiaries and direct or indirect controllers of the issuer; Administrators of the issuer and Administrators of the direct and indirect controlling companies of the issuer. Mr. Antônio 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 to the Shareholders' Agreement. 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 to the Shareholders' Agreement. 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. and the members of the Passos family are signatories to the Shareholders' Agreement of the Company's controlling block. Except as provided above, there is no family relationship between (i) our Administrators; (ii) our Administrators and Administrators of direct and indirect subsidiaries of the Company; (iii) our Administrators and our direct and indirect subsidiaries and our direct or indirect controllers; and/or (iv) our Administrators and Administrators of our direct and indirect controlling companies.

12.10. Report on subordination, service rendering or control relations maintained, in the last 3 fiscal years, between Administrators of the issuer and a company controlled, directly or indirectly, by the issuer; direct or indirect controller of the issuer and, if relevant, supplier, customer, debtor or creditor of the issuer, its subsidiary or controlling shareholders or controlled by any of these persons Some members of the Board of Directors are also controlling shareholders of the Company and shareholders of the companies that are signatories to the Company's Shareholders Agreement: Mr. Antonio Luiz da Cunha Seabra is a direct and indirect controller, through Lisis Participações S.A., a joint stock company that, together with Mr. Seabra, composes the controlling block and appear as signatories to the Shareholders' Agreement. Mr. Guilherme Peirão Leal is a direct and indirect controller, through Utopia Participações S.A., a joint-stock company that, together with Mr. Leal, compose the controlling block and appear as signatories to the Shareholders Agreement. Mr. Pedro Luiz Barreiros Passos is a direct and indirect controller through Passos Participações S.A., a joint-stock company that, together with Mr. Passos, compose the controlling block and appear a signatory to the Shareholders' Agreement. Mr. Antonio Luiz da Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros Passos are indirect controllers of Bres Itupeva Empreendimentos Imobiliários Ltda. which has rendered services to a subsidiary of the Company in the last three years.

Schedule IV – Remuneration of Company’s Officers (Item 13 of the Reference Form)


MANAGEMENT COMPENSATION

ITEM 13 OF THE REFERENCE FORM

13.1. Describe the policy or practice for compensating the Board of Directors, Board of Executive Officers, Audit Board and Committees, addressing the following aspects: (a) Objectives of the compensation policy or practice The compensation of our Company is linked to its results and increase in value, as well as to social and environmental indicators. The compensation that we offer allows us to attract, retain and recognize highly qualified professionals in the management of our Company. We monitor the variations in the external environment and on an annual basis we compare our compensation practices 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. We maintained a policy that positions the total compensation of the various groups of employees above the market, in order to share the generation of wealth with all those who participate independently or entrepreneurially to transform our value proposition into reality. One of our competitive advantages 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. Concerning the fixed portion of the 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.

For short-term incentives, an Employee Profit Sharing model for managers is linked to Natura’s strategic planning and the new performance management program. The new model is more collective and based on a simpler process for assessing results, using financial, social, environmental and individual performance indicators.

For a group of senior executives responsible for its long-term strategy, Natura offers a restricted stock program, in addition to the stock option program. For a select group of executives chosen by the Board, it also offers a Stock Option Program for Strategy Acceleration.

These programs aim to ensure a sense of ownership, strengthening the relation between compensation and gains and creating value at the Company in the long term and ensuring its healthy growth with a balanced distribution of income when business profitability allows. (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. _Variable Compensation: the variable portion of the compensation of a member of the Company’s Management is a way to reward achieving and exceeding goals based on economic, social and environmental factors that can help the Company 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 (Economic, Social and Environmental) ii. in relation to the last 3 fiscal years, what is the proportion of each element in the total

compensation; According to the following table, the proportions for the fiscal year ended December 31, 2016, 2015, and 2014 were, respectively: % related to the total compensation of the amount paid as December 31, 2016

Base compensation

Variable Compensation

Share-based compensation (***)

Benefits Total

Board of Directors (*)

65% 35% 0% 0% 100%

Board of Executive Officers (**)

50% 21% 27% 2% 100%

(*) Regarding variable compensation, it has been considered the bonus amount. (**) Regarding variable compensation, it has been considered the PLR amount. (***) The Company included the compensation amount based on shares in the amount of annual global compensation, even that the Company understands that part of incomes based on shares referred to the stock plans have no legal compensation basis. % related to the total compensation of the amount paid as December 31, 2015

Base compensation



Benefits Total


100% 0% 0% 0% 100%


54% 21% 24% 1% 100%

(*) Regarding variable compensation, it has been considered the bonus amount. (**) Regarding variable compensation, it has been considered the PLR amount. (***) The Company included the compensation amount based on shares in the amount of annual global compensation, even that the Company understands that part of incomes based on shares referred to the stock plans have no legal compensation basis. % related to the total compensation of the amount paid as December 31, 2014

Base compensation



Benefits Total


100% 0% 0% 0% 100%


57% 29% 13% 0,4% 100%

(*) Regarding variable compensation, it has been considered the bonus amount. (**) Regarding variable compensation, it has been considered the PLR amount. (***) The Company included the compensation amount based on shares in the amount of annual global compensation, even that the Company understands that part of incomes based on shares referred to the stock plans have no legal compensation basis.


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. Compensation for the Statutory Board of Executive Officers is based on an annual market survey of salaries. 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 Company. v. the existence of members that receives no compensation and the reasons to such case. There is no member who does not receive compensation. (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, as mentioned in item 13.1 (b).

(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. The performance indicator determines the total variable compensation. (e) relationship between the compensation policy or practice and the interests of the

Company Since the Company considers the financial results when determining the variable compensation detailed below, the Company ensures a sustainable compensation without committing any other investments. (f) existence of compensation borne by direct or indirect subsidiaries or controlling

shareholders Not applicable. (g) compensation or benefits related to the occurrence of corporate events There are no benefits or compensation linked to the occurrence of corporate events.

13.2. Compensation of the Board of Directors, Audit Board and Board of Executive Officers of the Company and the compensation projected for fiscal year 2016 Amounts estimated for 2017: Board of

Directors Board of Executive

Officers Total

Number of Members 9,3 6,1 15,4 Fixed Annual Compensation 6.987,1 15.168,5 22.155,6 Base Compensation 6.987,1 14.730,8 21.717,9 Benefits - 437,7 437,7 Participation in Committees - - - Other - - - Variable Compensation 7.589,7 9.976,5 17.566,2 Bonus

7.589,7 7.589,7


Profit Sharing - 9.976,5 9.976,5 Participation in Meetings - - - Commissions - - - *Other 1.728,0 2.000,1 3.728,1 Post-Employment Benefits - - - **Benefits from removal from the position

- 8.135,6 8.135,60

***Share-based compensation 5.087 15.741,3 20.828,3 Monthly compensation 1.782,7 4.251,8 6.034,5 Total compensation**** 21.391,8 51.022,0 72.413,8

There are no members who do not receive compensation.

* As regards “Others” above, an additional R $ 2.0 million in total annual global compensation with a

view to the hiring of new managers has been submitted for shareholder approval at the Annual

Shareholder’s Meeting to be held on April 11, 2017.

R$ 1.728 million

** At the General Shareholders' Meeting held on 02.06.2015, an increase of R $ 9 million in the annual

global remuneration of managers was approved, and the Annual and Extraordinary General Meeting held

on 04.11.2014 approved the inclusion of the amount negotiated with a member of the Board of

Executive Officers who left the Company, pursuant to a Private Instrument of Confidentiality and Non-

Competition (“the Agreement”).

In addition, the Company proposes to approve the remaining amount that includes the amount

negotiated with the members of the board of directors who left the company.

*** Expenses incurred by the Company in the 2017 fiscal year, representing the fair value of the options

granted in the 2009, 2010, 2011, 2013, 2014, 2015, 2016 and 2017 plans, restricted shares granted in

2015, 2016 and 2017 and the Program for the Granting of Purchase or Subscription of Shares for

Strategy Acceleration for 2015 and 2016 approved in the respective Meetings of the Board of Directors.

**** At the General Shareholders' Meeting held on 30.11.2017 was approved a limit of R$ 77.300,8

million to the annual global remuneration of managers, representing an increase on the remuneration

approved on the General Shareholders' Meeting held on 11.04.2017, as a result of the proposed changes

in the Company's governance structure. Nonetheless, the difference of R$ R$ 4.887,0 between the total

amount on the table above and the total amount approved on the Extraordinary General Shareholders'

Meeting held 30.11.2017 is a result of the fact that the values approved on the abovementioned Meeting

is the amount to be payed to the managers until the date of the Ordinary General Meeting in which the

shareholders will deliberate over the financial statements of the Fiscal Year ended on December 31,

2017.

Amounts paid in fiscal year 2016:

Board of Directors Board of Executive Officers Total

Number of Members 8,8 7,1 15,9 Fixed Annual Compensation 5.147,2 13.862,2 19.009,4 Base Compensation 5.147,2 13.450,9 18.598,1 Benefits - 411,3 411,3 Participation in Committees - - - Other - Variable Compensation 2.766,1 5.645,7 8.411,8 Bonus 2.766,1 2.766,1 Profit Sharing - 5.645,7 5.645,7


Participation in Meetings - - - Commissions - - - Other - 1.000,0 1.000,0 Post-Employment Benefits - - - Benefits from removal from the position - 4.452,6 4.452,6 Share-based compensation - 7.330,6 7.330,6 Monthly compensation 659,4 2.690,9 3.350,4 Total compensation 7.913,3 32.291,1 40.204,4

The amount approved at the Annual Shareholder’s Meeting held on April 15, 2016 was not fully consumed, as the results were below expectations and the payment of PLR was lower than budgeted.

* There are no members who do not receive compensation. As regards “Others” above, there is the hiring of new managers at the Board of Directors.

** At the Extraordinary Shareholders' Meeting held on 02.06.2015, an increase of R $ 9 million in the annual global compensation of managers was approved, and the Annual and Extraordinary General Meeting held on 04.11.2014 approved the inclusion of the amount negotiated with a member of the Board of Executive Officers who left the Company, pursuant to a Private Instrument of Confidentiality and Non-Competition (“the Agreement”). The term of validity of the agreement is thirty six months (36), counted from 01.01.2015.

The remainder amount refers to expenses from members of the board of directors who left the company and amortized in the fiscal year for 2016.

*** Expenses to be incurred by the Company as forecast in the 2016 fiscal year,

representing the fair value of the options granted in the 2009, 2010, 2011, 2013, 2014,

2015, and 2016 plans, restricted shares granted in 2015 and 2016, and the Program for the

Granting of Purchase or Subscription of Shares for Strategy Acceleration for 2015 and 2016

approved in the respective Meetings of the Board of Directors.

Amounts paid in fiscal year 2015: Board of

Directors Board of Executive

Officers Total

Number of Members 8,4 6,2 14,6 Fixed Annual Compensation 5.744,7 11.632,5 17.377,2 Base Compensation 5.744,7 11.477,7 17.222,4 Benefits - 154,8 154,8 Participation in Committees - - - Other - - - Variable Compensation - 4.563,5 4.563,5 Bonus - - - Profit Sharing - 4.563,5 4.563,5 Participation in Meetings - - - Commissions - - - Other - 2.000,0 2.000,0 Post-Employment Benefits - - - Benefits from removal from the position - 4.675,0 4.675,0 Share-based compensation - 5.036,2 5.036,2 Monthly compensation 478,7 2.325,6 2.804,3 Total compensation 5.744,7 27.907,2 33.651,9

The amount approved at the Annual General Meeting held on July 27, 2015 was not fully consumed, substantially due to the non-payment of bonuses to the Board of Directors, reduction of the payment of PLR to the Statutory Officers due to the partial achievement of


the targets established and reduction of the values related to the Strategy Acceleration Plan (Share-based Compensation).

At the Extraordinary General Meeting of the Company held on July 27, 2015, the amendment of management's overall compensation was approved, at the Annual and Extraordinary General Meeting held on April 14, 2015, which would be paid by the date of the Ordinary General Meeting to deliberate the financial statements for the fiscal year ending December 31, 2015, passing from R $ 43,091,755.85 to R $ 58,319,013.70

The Company's management informs that the amount realized in the period from April 15, 2015 to April 15, 2016 was R$ 34,871,031.99. The reasons for the difference presented are substantially related to the non-payment of bonuses to the Board of Directors, reduction of the profit sharing payment to the Statutory Officers due to the partial achievement of the established goals, and the reduction of amounts related to the Strategy Acceleration Plan.

Amounts paid in fiscal year 2014:


Number of Members 8,3 4,0 12,3 Fixed Annual Compensation 6.387,0 8.611,7 14.998,7 Base Compensation 6.387,0 8.557,9 14.944,9 Benefits - 53,8 53,8 Participation in Committees - - - Other - - - Variable Compensation - 4.367,6 4.367,6 Bonus - - - Profit Sharing - 4.367,6 4.367,6 Participation in Meetings - - - Commissions - - - Other - - - Post-Employment Benefits - - - Benefits from removal from the position - - -

Share-based compensation - 1.947,0 1.947,0 Monthly compensation 532,2 1.243,8 1.776,0 Total compensation 6.387,0 14.926,3 21.313,3 The amount approved in the Annual Shareholders’ Meeting of April 11, 2014 was not fully used, as

results fell short of our expectation, leading to a lower payment of profit sharing in relation to the

budgeted amount.

(*) The Company included the compensation amount based on shares in the amount of annual global

compensation, even that the Company understands that part of incomes based on shares referred to the

stock plans have no legal compensation basis.

13.3. Variable compensation of the Board of Directors, Board of Executive Officers and Audit Board in the last three fiscal years of the Company and the compensation projected for fiscal year 2017 Amounts estimated for 2017, according to our compensation plan (R$ thousand)

Board of Directors

Board of Executive Officers Total

Number of Members (*) 9,3 6,1 15,4 Salary / Pro-labore 6.987,1 14.730,8 21.717,9 Estimated minimum amount 86,2 1.251,1 1.337,3 Estimated maximum amount 1.728,0 3.162,0 4.890,0 Estimated average amount 751,3 2.414,9 1.410,3


Profit sharing (**) 7.589,7 - 7.589,7 Estimated minimum amount 2.069,9 - 2.069,9 Estimated maximum amount 8.279,7 - 8.279,7 Estimated average amount 816,1 - 816,1 compensation plan in case of achievement of 100% of the targets

7.589,7 - 7.589,7

In relation to the participation in Company’s Results (**)

- 9.976,5 9.976,5

Estimated minimum amount - 770,5 770,5 Estimated maximum amount - 2.008,2 2.008,2 Estimated average amount - 1.635,5 1.635,5 Estimated amount in the compensation plan in case of achievement of 100% of the targets

- 9.976,5 9.976,5

Benefits - 437,7 437,7 Estimated minimum amount - 40,4 40,4 Estimated maximum amount - 67,2 67,2 Estimated average amount - 71,8 71,8 Other (***) 1.728,0 10.135,7 11.863,7 Estimated minimum amount 1.728,0 160,4 1.888,4 Estimated maximum amount 1.728,0 3.000,0 4.728,0 Estimated average amount 185,8 1.661,6 770,4 Share-based compensation

(****) 5.087,0 15.741,3 20.828,3

Estimated minimum amount 821,4 463,7 1.285,1 Estimated maximum amount 5.578,7 4.341,7 9.920,4 Estimated average amount 547,0 2.580,5 1.352,5

Total 21.391,8 51.022,0 72.413,8

(*) There are no members who do not receive compensation. For further information, consult table 13.2,

containing the amounts estimated for 2016.

(**) Informed amounts considered achievement of 100% of the targets.

(***) Considered the amounts of new members’ entrance and benefits from removal from the position.

(****) The amount of share-based compensation refers to expenses in the period with gains from stock

options, restricted shares and the proposal for the Stock Option Program for Strategy Acceleration,

which are not yet vested. The Company included the compensation amount based on shares in the

amount of annual global compensation, even that the Company understands that part of incomes based

on shares referred to the stock plans have no legal compensation basis.

Amounts for the 2016 fiscal year, according to our remuneration plan (R$ thousands):

Board of Directors

Board of Executive Officers

Total

Number of members* 8,8 7,1 15,9

Salaries and pro-labore 5.147,2 13.450,9 18.598,1

Minimum amount 205,4 901,8 1.107,2

Maximum amount 2.559,2 3.317,7


758,6

Average amount 584,9 1.894,5

1.169,7

Bonus (**) 2.766,1 - 2.776,1

Minimum amount 110,4 -

110,4 Maximum amount

420,5 - 420,5

Average amount 314,3 -

314,3 Value prescribed in the remuneration plan, if the targets established were attained

2.766,1 - 2.766,1

Value effectively recognized in income for social exercise 2.766,1 - 2.766,1 In relation to the profit sharing (**):

-

5.645,7

5.645,7

Minimum amount -

328,4

328,4

Maximum amount -

1.433,7

1.433,7

Average amount -

795,2

795,2

Value prescribed in the remuneration plan, if the targets established were attained

- 5.645,7 5.645,7

Value effectively recognized in income for social exercise 5.645,7 5.645,7

Benefits - 411,3 411,3

Minimum amount - 27,6 27,6

Maximum amount - 63,1 63,1

Average amount - 57,9 57,9

Others (***) - 5.452,6 5.452,6


Maximum amount - 3.000,0 3.000,0

Average amount - 768,0 768,0

Share-based compensation (****)

- 7.330,6 7.330,6


Maximum amount - 2.342,6 2.342,6

Average amount - 1.032,5 1.032,5

Total 7.913,3 32.291,1 40.204,4


(*) There are no members who do not receive compensation

(**) Considered the bonus and the PLR effectively assessed the amount paid with reference to the 2016

fiscal year.

(***) Considered the amounts of new members’ entrance and benefits from removal from the position.

(****) The amount of share-based compensation refers to expenses in the period with gains from stock

options, restricted shares and the proposal for the Stock Option Program for Strategy Acceleration,

which are not yet vested. The Company included the compensation amount based on shares in the

amount of annual global compensation, even that the Company understands that part of incomes based

on shares referred to the stock plans have no legal compensation basis. Amounts paid in fiscal year 2015, according to our compensation plan (R$ thousand)

Board of Directors Board of Executive Officers

Total

Number of members 8,4 6,2 14,6 Salaries and pro-labore 5.744,7 11.477,7 17.222,4 Minimum amount 190,8 790,0 980,8 Maximum amount 1.392,9 3.176,2 4.569,1 Average amount 682,3 1.860,2 1.180,4 Profit sharing - 4.563,5 4.563,5 Minimum amount - 173,7 173,7 Maximum amount - 2.110,6 2.110,6 Average amount - 739,6 739,6 Amount - targets achieved - 4.563,5 4.563,5 Amount actually acknowledged - 4.563,5 4.563,5 Benefits - 154,8 154,8 Minimum amount - 2,1 2,1 Maximum amount - 32,1 32,1 Average amount - 25,1 25,1

Others (*) - 6.675,0 6.675,0 Minimum amount - 500,0 500,0 Maximum amount - 3.000,0 3.000,0 Average amount - 1.081,8 1.081,8 Share-based compensation (**) - 5.036,2 5.036,2 Estimated minimum amount - 227,3 227,3 Estimated maximum amount - 1.873,2 1.873,2 Estimated average amount - 816,2 816,2

Total 5.744,7 27.907,2 33.651,9 (*) Considered the amounts of new members’ entrance and benefits from removal from the position.


(**) The Company included the compensation amount based on shares in the amount of annual global


stock plans have no legal compensation basis. Amounts paid in fiscal year 2014, according to our compensation plan (R$ thousand)


Total

Number of members 8,3 4,0 12,3 Salaries and pro-labore 6.387,0 8.557,9 14.944,9 Minimum amount 534,2 939,5 1.473,7 Maximum amount 1.213,6 2.919,1 4.132,7 Average amount 774,2 2.139,5 2.913,7 Profit sharing - 4.367,6 4.367,6 Minimum amount - 448,9 448,9 Maximum amount - 1.915,6 1.915,6 Average amount - 1.091,9 1.091,9 Amount - targets achieved - 4.367,6 4.367,6 Amount actually acknowledged - 4.367,6 4.367,6

Benefits - 53,8 53,8 Minimum amount - 10,2 10,2 Maximum amount - 17,5 17,5 Average amount - 13,5 13,5 Share-based compensation (*) - 1.947,0 1.947,0 Estimated minimum amount - 654,8 654,8 Estimated maximum amount - 1.292,2 1.292,2

Estimated average amount - 486,8 486,8

Total 6.387,0 14.926,3 21.313,3 (*) The Company included the compensation amount based on shares in the amount of annual global


stock plans have no legal compensation basis. 13.4. Describe the share-compensation plan based on board of directors and statutory board of executive officers, in force in the last fiscal year and prescribed for the current fiscal year:

Stock Option Purchase or Subscription Program of Common Shares 2009 and 2015

The Annual and Extraordinary Shareholders' Meetings held on March 23, 2009 approved a “Stock Option Program” valid through the end of 2018 (“2009 Program”), which sets forth the general conditions for granting options to buy or subscribe to the shares issued by the Company (“Options”) at fixed terms and prices, to our executive officers and employees, and


officers and employees of other companies that hold, or may come to hold, the direct or indirect control of the Company (“Eligible Employees”), pursuant to the Program.

In this Program, the total amount of Options that may be granted annually is limited to 0.75% of shares representative of the entire capital stock of the Company. Likewise the total of Options not exercised, in the sum of all active Plans of the Program, shall not exceed 4% of shares representative of the entire capital stock of the Company, provided that the total amount of Shares issued or issuable according to the Plan always be in compliance with the authorized capital of the Company.

In relation to the vesting and exercise periods of the Options: At the end of the third year from the date of the Meeting of the Board of Directors that approves the Stock Option Plan, half of the options will become vested. If they are exercised, the remaining 50% of the options will be canceled. At the end of the fourth year from the date of the Meeting of the Board of Directors that approves the Stock Option Plan, all the options will become vested and can be exercised.

The maximum term for exercising the Options is eight years as of the date of the Meeting of the Board of Directors that approves the Stock Option Plan.

The criteria for determining the value of the Option acquired under the Program is the simple average of the last thirty (30) trading sessions on the B3 in the past sixty (60) consecutive days, as of the five days prior to the approval of the Plans in each year, always based on the average daily stock quote of each trading session.

In connection with the 2009 Program:

• the meeting of the Board of Directors held on March 23, 2011 approved the Stock

Option Plan – Calendar Year 2011 (“2011 Plan”) by which a total of 1.711.891 Options were granted at the purchase price of R$42,39 per share. The Plan elected as Program Participants, executive officers and employees who could: (i) prove the investment of at least 50% of the net amount received as profit sharing for 2010 to acquire shares issued by the Company, by submitting the respective brokerage statements to the Company; (ii) sign the Private Stock Option Instrument (“Option Agreement”), authorizing the blocking of said shares for sale; and (iii) evidence, in writing, upon notice sent to the Company, the intention to purchase the shares. Said grant was conditioned upon the ratification, by the Board of Directors, of the Option grant, which were to take place after the deadline for the submission of the brokerage statements. Of the 1.711.891 Options granted, only 1.491.780 Options were ratified by the Board.

• The meeting of the Board of Directors held on March 18, 2013 approved the Stock Option Plan – Calendar Year 2013 (“2013 Plan”) by which a total of 2.152.448 Options were granted at the purchase price of R$51,95 per share. The eligibility conditions remained the same as in previous Plans. Of the 2.152.448 Options granted, only 2.135.760 Options were ratified by the Board.

• The meeting of the Board of Directors held on March 17, 2014 approved the Stock Option Plan – Calendar Year 2014 (“2014 Plan”) by which a total of 1.548.107 Options were granted at the purchase price of R$36,87 per share. The eligibility conditions remained the same as in the previous Plan. In addition, employees can now use the free shares of the Company held by them in a number sufficient to attain the investment amount indicated in the expression of intent. Of the 1.548.107 Options granted, only 1.517.535 Options were ratified by the Board. The Program describes the applicable rules to Management deal with cases of volunteer dismissal, dismissal with or without fair cause, retirement due working time or age, permanent disability and death.


The Extraordinary General Meeting shall approve and, therefore, amend, suspend, or extinguish the Program, as well as amend the Bylaws to define the Board of Directors’ responsibility to provide for on the issues and conditions over which these issues may take place.

On February 6, 2015, our shareholders in an Ordinary and Extraordinary General Shareholders' Meeting approved a Program for the Granting of the Purchase Option or Subscription of Common Shares for an indeterminate term ("2015 Program"), which establishes the general conditions for the granting of Options, within a period and at a price previously fixed, to the Eligible Employees, under disciplined terms in said Program.

To the 2015 Program the total amount of Options that may be granted annually is limited to 0.55% of shares representative of the entire capital stock of the Company. Likewise the total of Options not exercised, in the sum of all active Plans of the Program, shall not exceed 3,35% of shares representative of the entire capital stock of the Company, provided that the total amount of Shares issued or issuable according to the Plan always be in compliance with the authorized capital of the Company. In connection with the 2015 Program:

• The Board of Directors meeting held on March 16, 2015 approved the Stock Option Plan for 2015 – Calendar Year 2015 (“2015 Plan”), under which 1.169.893 Options were granted at the purchase price of R$ 29,20 per share. The 2015 Plan elected as Program Participants, executive officers and employees who could: (i) prove the investment of up to 50% of the net amount received as profit sharing for 2014 to acquire shares issued by the Company, by submitting the respective brokerage statements to the Company; (ii) sign the Option Agreement, authorizing the blocking of said shares for sale; and (iii) evidence, in writing, through notice sent to the Company, the intention to purchase the shares. Said grant was conditioned upon the ratification, by the Board of Directors, of the Option grant, which were to take place after the deadline for the submission of the brokerage statements. Of the 1.169.893 Options granted, only 1.073.855 Options were ratified by the Board;

• The Board of Directors meeting held on March 16, 2016 approved the Stock Option Plan for 2016 – Calendar Year 2016 (“2016 Plan”), under which 460.203 Options were granted at the purchase price of R$ 26,83 per share. The Plan elected as Program Participants, executive officers and employees who could: (i) prove the investment of up to 50% of the net amount received as profit sharing for 2015 to acquire shares issued by the Company, by submitting the respective brokerage statements to the Company; (ii) sign the Option Agreement, authorizing the blocking of said shares for sale; and (iii) evidence, in writing, through notice sent to the Company, the intention to purchase the shares. Said grant was conditioned upon the ratification, by the Board of Directors, of the Option grant, which were to take place after the deadline for the submission of the brokerage statements. f the 460.203 Options granted, only 425.312 Options were ratified by the Board.

Shares acquired by Participants of the 2009, 2010, 2011, 2013, 2014, 2015 and 2016 Plans, using the amounts received as profit sharing for the reference-periods 2008, 2009, 2010, 2012, 2013, 2014 and 2015, respectively, cannot be sold, assigned, given as collateral, exchanged, rented or somehow transferred to third parties, under penalty of, (i) before the options are vested, losing the right to exercise the Options, which will be canceled; (ii) after the Options are vested, being obliged to immediately exercise the vested Options, regardless of their maximum exercise period.


The programs describes the applicable rules to Management deal with cases of volunteer dismissal, dismissal with or without fair cause, retirement due working time or age, permanent disability and death. The Shareholders' Meeting shall approve and, therefore, amend, suspend or terminate the Program. Any and all amendment to the programs, proposed by the Board of Directors, shall be submitted to approval of the Extraordinary Shareholders' Meeting and, once approved, its effects shall reach the Restricted Stocks to be granted. Among the causes that may lead to the amendment or termination of the abovementioned programs, are the occurrence of factors that cause severe change in the economic outlook and that compromise the Company's financial situation. Program for the Granting of Restricted Shares On February 6th, 2015, our shareholders at an Ordinary and Extraordinary General Shareholders' Meeting approved the Program for the Granting of Restricted Shares ("RSU Program") to a group of executives and employees eligible by the Board of Directors, to encourage improved management and permanence with the Company. To participate in the RSU Program, eligible employees must be formally nominated by the Board of Directors, in accordance with the terms defined on the program. The RSU Program has an indefinite duration and consists of granting common shares by the Company, up to the annual limit of 0.20% of shares representative of the entire capital stock of the Company, as well as the total amount of shares related to the Program in the sum of all active Plans of the Program, shall not exceed 0.65% of shares representative of the entire capital stock of the Company. For each Plan under the RSU Program, the Board of Directors, will set a number of restricted shares for distribution amongst participants. The rights of Participants to Restricted Shares shall only be fully acquired in accordance with the Participant continued ties as a Manager or employee of the Company during the period between the Grant Date and the following dates and proportions:

(i). one-third (1/3) 2 years after the Grant Date;

(ii). two-thirds (2/3) 3 years after the Grant Date; and

(iii). all options 4 years after the Grant Date. The Restricted Shares, whose rights have been fully acquired, pursuant to the RSU Program and the applicable Plan, may be freely sold by the Participant in accordance with applicable laws, observing the Blackout Periods. In the Restricted Shares model, once the shares become vested, the Manager or employee of the Company will not be required to pay any amount. The fair value of restricted stock granted is calculated using the binominal pricing method and recognized as an expense in profit or loss for the year. Within the Restricted Share model, the amount received upon acquiring ownership of the shares will represent a gain to participants. The meeting of the Board of Directors held on April 10, 2015 approved the granting of 506,831 restricted shares to the participants of the 2015 restricted stock plan. No beneficiary has exercised any of these restricted shares yet. The meeting of the Board of Directors held on March 16, 2016 approved the granting of 398,000 restricted shares to the participants of the 2016 restricted stock plan, form these have been ratified by the Board in July 12, 2016 443,000 shares. No beneficiary has exercised any of these restricted shares yet. The Program describes the applicable rules to Management deal with cases of volunteer dismissal, dismissal with or without fair cause, retirement due working time or age, permanent disability and death.


The Extraordinary Shareholders' Meeting shall approve and, therefore, amend, suspend or terminate the referred Program. Any and all amendment to the RSU Program and the previous Programs, proposed by the Board of Directors, shall be submitted to approval of the Extraordinary Shareholders' Meeting and, once approved, its effects shall reach the restricted stocks to be granted. Among the causes that may lead to the amendment or termination of the RSU Program, are the occurrence of factors that cause severe change in the economic outlook and that compromise the Company's financial situation. On December 31, 2016, the program totaled 875.262 shares, which were not yet vested. On December 31, 2015, the program totaled 509.832 shares, which were not yet vested. Stock Option Program for Strategy Acceleration The Company’s Extraordinary Shareholders’ Meeting held on July 27, 2015 approved the Stock Option Plan to Accelerate Strategy ("Accelerate Strategy Program"). The Accelerate Strategy Program consists of the not burdensome granting of options to purchase or subscribe to the Company’s common shares, given to a select group of officers and employees chosen by the Board of Directors, as well as a select group of officers and employees of other domestic or foreign companies that are or may become directly or indirectly controlled by the Company, as part of the compensation. To the Accelerate Strategy Program, the maximum number of Options that may be granted shall not exceed 1.5% of the Company’s total share capital, provided that the total number of shares issued or issuable under each plan is always within the Company's authorized capital limit. If an option is terminated or canceled without having been fully exercised, the shares linked to such options shall become available again for future option grants. The criteria to set the fair value of the option acquired pursuant to the terms of the referred program corresponds to the simple average of the last thirty (30) trading floors of B3 taken place in the last sixty (60) consecutive days, counted as of the 5 days term prior to the approval of the plan in each year, always adopting the daily average quote of each trading floor. Under this program, options may be exercised as follows:

(i). 50% 4 years after the Grant Date;

(ii). 50% 5 years after the Grant Date; Once the requirements and conditions under the Accelerate Strategy Program are met, and observing the vesting period and deadline for exercising the options, participants will be entitled to exercise the options, after paying an amount. The fair value of options granted is calculated using the binominal pricing method and recognized as an expense in the profit or loss for the year. The exercise price of these stock options will not be restated at the IPCA inflation index, but rather in accordance with dividends paid after the option was granted and up to the option’s vesting. The meeting of the Board of Directors held on April 10, 2015 approved the granting of 1.870.000 options to the participants of the Accelerate Strategy Program. No beneficiary has exercised any of these options yet. The exercise price on December 31, 2015 was R$26,97. The meeting of the Board of Directors held on July 11, 2016 approved the granting of 2.145.000 options to the participants of the Accelerate Strategy Program. No beneficiary has exercised any of these options yet. The exercise price on December 31, 2016 was R$23,98. The Accelerate Strategy Program describes the applicable rules to Management deal with cases of volunteer dismissal, dismissal with or without fair cause, retirement due working time or age, permanent disability and death.


The Shareholders' Meeting shall approve and, therefore, amend, suspend or terminate the Accelerate Strategy Program. Any and all amendment to the Program and the previous Programs, proposed by the Board of Directors, shall be submitted to approval of the Shareholders' Meeting and, once approved, its effects shall reach the Restricted Stocks to be granted. Among the causes that may lead to the amendment or termination of the Accelerate Strategy Program, are the occurrence of factors that cause severe change in the economic outlook and that compromise the Company's financial situation. On December 31, 2016, a total of 6.381.107 options were available at the weighted average exercise price of R$36,17, of which 1.691.574 were vested. On December 31, 2015, a total of 8.124.419 options were available at the weighted average exercise price of R$37,91, of which 1.548.211 were vested. On December 31, 2014, a total of 5.296.478 options were available at the weighted average exercise price of R$47,30, of which 1.939.132 were vested. Second Program for the Granting of Restricted Shares The Extraordinary General Shareholders' Meeting held on November 30, 2017, approved the Second Program for the Granting of Restricted Shares ("Second RSU Program"). The Second RSU Program is destined to a group of executives and employees eligible by the Board of Directors, to (a) encourage improved management and performance with the Company, giving to the participants the possibility of be shareholders of the Company, encouraging them to optimize all the aspects that may value the Company in a long term, giving them also an enterprising and corporate vision, harmonizing and improving the relations among the Company and its Controlled; (b) encourage the continuance of the managers and employees; and (c) expand the attractiveness of the Company and its Controlled. To participate in the referred program, eligible employees must be formally nominated by the Board of Directors. The referred program has an indefinite duration and consists of granting common shares by the Company, up to the annual limit of 0,10% of shares representative of the entire capital stock of the Company, as well as the total amount of shares related to the Program in the sum of all active Plans of the Program, shall not exceed 0,50% of this capital. For each plan under the Second RSU Program, the Board of Directors will set a number of restricted shares for distribution amongst participants. The number of restricted shares to be granted to participants shall be determined as follows:

(i). The participants of the Second RSU Program may choose to invest up to 100% of the authorized funds, as defined on the referred program, when purchase shares of the Company; and

(ii) For each purchased share, the Company shall grant for the participant 3 restricted

shares, under which will have the right fully acquired in 3 annual equal installments, in each of the anniversaries of the respective grant date, observing the blackout periods.

The rights of Participants to restricted shares shall only be fully acquired in accordance with the participants continued ties as a manager or employee of the Company during the period between the Grant Date and the following dates and proportions:

(i). one-third (1/3) 1 year after the grant date;

(ii). one-third (1/3) 2 years after the grant date;

(iii). one third (1/3) 3 years after the grant date;


Without prejudice to the general rule above-mentioned, the rights of the participants related to the restricted shared that were specific granted as part of stimulus packages for its hiring by the Company (sign-on incentives), as it may be recognized in their grant contracts, they will be purchased while the participant stays tied to the Company or its respective controlled during the term of one (1) year after the grant date. The restricted shares, whose rights have been fully acquired, pursuant to the Second RSU Program and the applicable Plan, may be freely sold by the Participant in accordance with applicable laws, observing the blackout periods. In the restricted stock model, once the shares become vested, participants will not be required to pay any amount. The fair value of restricted stock granted is calculated using the binominal pricing method and recognized as an expense in profit or loss for the year. Within the restricted stock model, the amount received upon acquiring ownership of the shares will represent a gain to participants. The Second RSU Program describes the applicable rules to Management deal with cases of volunteer dismissal, dismissal with or without fair cause, retirement due working time or age, permanent disability and death. The Shareholders' Meeting shall approve and, therefore, amend, suspend or terminate the Second RSU Program. Any and all amendment to the referred program, proposed by the Board of Directors, shall be submitted to approval of the Extraordinary Shareholders' Meeting and, once approved, its effects shall reach the restricted stocks to be granted. Among the causes that may lead to the amendment or termination of the Program, are the occurrence of factors that cause severe change in the economic outlook and that compromise the Company's financial situation. There are no restricted shared granted under the Second RSU Program on the date hereof. Second Stock Option Program for Strategy Acceleration The Company’s Extraordinary Shareholders’ Meeting held on November 30, 2017, approved the Second Stock Option Plan to Accelerate Strategy ("Second Accelerate Strategy Program"). The Second Accelerate Strategy Program consists of the not burdensome granting of options to purchase or subscribe to the Company’s common shares, given to a select group of officers and employees chosen by the Board of Directors, as well as a select group of officers and employees of other domestic or foreign companies that are or may become directly or indirectly controlled by the Company, as part of the compensation. To the Second Accelerate Strategy Program, the maximum number of Options that may be granted shall not exceed 1,50% of the Company’s total share capital, provided that the total number of shares issued or issuable under each plan is always within the Company's authorized capital limit. If an option is terminated or canceled without having been fully exercised, the shares linked to such options shall become available again for future option grants. The criteria to set the fair value of the option acquired pursuant to the terms of the referred program corresponds to the simple average of (a) the last thirty (30) trading floors taken place in the last sixty (60) consecutive days, counted as of the five (5) days term prior to the approval of the Plan, included the fifth day, or (b) the last 30 (thirty) consecutive trading sessions held prior to the date of the hiring of a new Participant, in cases of Eligible Executives hired by the Company or its respective Subsidiary, always using the average daily price of each session. The application of the criteria mentioned in items (a) or (b) above for a particular Participant shall be the responsibility of the Company's Board of Directors, upon approval of the respective Plan, observing the guidelines approved by the General Meeting. Under this program, options may be exercised as follows:

(i). 50% 4 years after the Grant Date;


(ii). 50% 5 years after the Grant Date; Without prejudice to the general rule above-mentioned, the rights of the participants related to the restricted shared that were specific granted as part of stimulus packages for its hiring by the Company (sign-on incentives), as it may be recognized in their grant contracts, they will be purchased while the participant stays tied to the Company or its respective controlled during the term of one (1) year after the grant date. Once the requirements and conditions under the Second Accelerate Strategy Program are met, and observing the vesting period and deadline for exercising the options, participants will be entitled to exercise the options, after paying an amount. The fair value of options granted is calculated using the binominal pricing method and recognized as an expense in the profit or loss for the year. The exercise price of these stock options will not be restated at the IPCA inflation index, but rather in accordance with dividends, interest on equity and other payments given by the Company to the shareholders during the period compromise between the Options granting date and the effective date of the exercise of the Options, observing the grace period, until the limit of the fifth (5) anniversary of the grant date. The Second Accelerate Strategy Program describes the applicable rules to Management deal with cases of volunteer dismissal, dismissal with or without fair cause, retirement due working time or age, permanent disability and death. The Shareholders' Meeting shall approve and, therefore, amend, suspend or terminate the Second Accelerate Strategy Program. Any and all amendment to the Program and the previous Programs, proposed by the Board of Directors, shall be submitted to approval of the Shareholders' Meeting and, once approved, its effects shall reach the Restricted Stocks to be granted. Among the causes that may lead to the amendment or termination of the Second Accelerate Strategy Program, are the occurrence of factors that cause severe change in the economic outlook and that compromise the Company's financial situation. There are no options granted under the Second Accelerate Strategy Program on the date hereof.


13.5. Stock Option Plan and Restricted Share Plan recognized in the last three fiscal years Amounts planned for fiscal year 2017 (the Audit Board was not installed this year): The following table refers to options granted or to be granted in 2017: Board of Directors Number of Members 1,0 Regarding each grant of Options, Restricted Shares and Strategy Acceleration

2017 stock option plan 2017 Restricted shares

Tranche 1

Tranche 2

Tranche 1 Tranche 2 Tranche 3

Grant Date December 2017

December 2018

December 2017

December 2018

December 2019

Number granted 247.500 247.500 48.000 48.000 48.000

Vesting period Until

December 2020

Until December 2021

Until December 2018

Until December

2019

Until December

2020

Deadline to exercise Until

December 2024

Until December 2025 N/A N/A N/A

Period with restriction to share transfer

N/A N/A

Until December 2024

Until December

2025

Until December

2026

Average weighted exercise price of each of the following groups of shares: 24,98 24,98 N/A N/A N/A

Outstanding at the start of the fiscal year - - - - -

Ratified (canceled) during fiscal year - - - - -

Exercised during fiscal year - - - - -

Expired during fiscal year - - - - -

Fair value of at Grant Date 18,2 18,2 30,0 30,0 30,0

Potential dilution in the event of exercise 0,06% 0,06% 0,01% 0,01% 0,01%

*There are no members who do not receive compensation.


Number of Members* 7,0 In relation to each Grant of Options, restricted shares and strategy acceleration program


Stock options (strategy acceleration program)

2017

Tranche 1 Tranche 2 Tranche 3 Tranche 1 Tranche 2 Tranche 3 Tranche 1 Tranche 2


Grant Date

March 10, 2017

March 10, 2017

March 10, 2017

March 10, 2017

March 10, 2017

March 10, 2017

April 28, 2017

April 28, 2017

Number granted 192.880 192.880 192.880 25.580 25.580 25.580 420.000 420.000

Vesting period 03.10.20

19 03.10.20

20 03.10.202

1 03.10.20

19 03.10.20

20 03.10.20

12 04.28.202

1 04.28.20

22

Deadline to exercise 03.10.20

15 03.10.20

15 03.10.201

5 N/A N/A N/A 04.28.202

5 04.28.20

25

Period with restriction to share transfer N/A N/A N/A

03.10.2021

03.10.2022

03.10.2023 N/A N/A

Average weighted exercise price of each of the following groups of shares: 26,1 26,1 26,1 N/A N/A N/A 28,0 28,0 Outstanding at the start of the fiscal year - - - - - - - - Ratified (canceled) during fiscal year - - - - - - - - Exercised during fiscal year - - - - - - - - Expired during fiscal year - - - - - - - - Fair value of at Grant Date 14,0 14,0 14,0 26,0 26,0 26,0 14,6 14,6 Potential dilution in the event of exercise 0,04% 0,04% 0,04% 0,01% 0,01% 0,01% 0,10% 0,10%

*There are no members who do not receive compensation. Amounts planned for fiscal year 2016 (the Audit Board was not installed this year):


Number of Members 7,0 In relation to each Grant of Options, restricted shares and strategy acceleration program*



2016


Grant Date March 15,

2016 March

15, 2016 March 15,

2016 March

15, 2016 March

15, 2016 March

15, 2016 July 11, 2016

July 11, 2016

Number granted 18.791 18.791 18.791 30.077 30.077 30.077 852.500 852.500


18 03.15.20

19 03.15.202

0 03.15.20

18 03.15.20

19 03.15.20

20 07.11.202

0 07.11.20

20


24 03.15.20

24 03.15.202

4 N/A N/A N/A 07.11.202

4 07.11.20

24


03.15.2020

03.15.2021

03.15.2022 N/A N/A

Average weighted exercise price of each of the following groups of shares: 26,8 26,8 26,8 N/A N/A N/A 27,0 27,0 Outstanding at the start of the fiscal year - - - - - - - -

Ratified (canceled) during fiscal year

- - - (4.333) (4.333) (4.333) (302.500) (302.500

) Exercised during fiscal year - - - - - - - - Expired during fiscal year - - - - - - - - Fair value of at Grant Date 14,3 14,7 14,9 25,7 24,8 24,0 13,8 13,7 Potential dilution in the event of exercise 0.00% 0.00% 0.00% 0.01% 0.01% 0.01% 0.20% 0.20%

*There are no members who do not receive compensation. Amounts related to fiscal year 2015 (The Fiscal Board was not installed this year)


Number of Members 7 In relation to each Grant of Options, restricted shares and strategy acceleration program

2015 stock option plan Restricted shares Stock options (strategy acceleration program)



Grant Date

March 16, 2015

March 16, 2015

March 16, 2015

March 16, 2015

March 16, 2015

March 16, 2015

July 28, 2015

July 28, 2015

Number granted 49.891 49.891 49.891 76.210 76.210 76.210 715.000 715.000


17 03.16.20

18 03.16.201

9 03.16.20

17 03.16.20

18 03.16.20

19 07.28.201

9 07.28.20

20


23 03.16.20

23 03.16.202

3 N/A N/A N/A 07.28.202

3 07.28.20

24


03.16.2019

03.16.2020

03.16.2021 N/A N/A

Average weighted exercise price of each of the following groups of shares: 28,4 28,4 28,4 N/A N/A N/A 27,0 27,0 Outstanding at the start of the fiscal year 49.891 49.891 49.891 46.944 46.944 46.944 715.000 715.000

Ratified (canceled) during fiscal year

(13.041) (13.041) (13.041) (4.333) (4.333) (4.333) (302.500) (302.500

) Rectified due to change in the Board of Executive Officers -

- - 14.633 14.633 14.633 - -

Exercised during fiscal year - - - (17.700) - - - - Expired during fiscal year - - - - - - - - Fair value of at Grant Date 9,7 10,1 10,6 22,3 21,3 20,4 12,5 12,4 Potential dilution in the event of exercise 0,01% 0,01% 0,01% 0,02% 0,02% 0,02% 0,17% 0,17%

The following table refers to options granted prior to 2015:

Number of Members 8,0

In relation to each Grant

Grant Date March 21, 2011 March 18, 2013 March 17, 2014

Number of Options granted 235.662 217.636 195.491

Vesting period 03.21.2015 03.18.2017 03.17.2018

Deadline to exercise the options 03.21.2019 03.18.2021 03.17.2022

Period with restriction to share transfer N/A N/A N/A Average weighted exercise price of each of the following

groups of shares: 61,8 67,5 45,1

Outstanding at the start of the fiscal year 205.290 108.004 195.491

Ratified (canceled) during fiscal year - - -

Exercised during fiscal year - - -

Expired during fiscal year - - -

Rectified due to change in the Board of Executive Officers - - (71.681) Fair value of the options at Grant Date 16,5 12,1 8,5 Potential dilution in the event of exercise of the options 0,05% 0,03% 0,05%

Amounts related to fiscal year 2015 (The Fiscal Board was not installed this year) Number of Members: 6,2 In relation to each Grant of Options, restricted shares and strategy acceleration program

2015 stock option plan Restricted shares


Tranche 1 Tranche 2 Tranche 3

Tranche 1 Tranche 2 Tranche 3 Tranche 1 Tranche 2

Grant Date March 16,2015

March 16,2015

March 16,2015

March 16,2015

March 16,2015

March 16,2015

July 28, 2015 2 July 28, 2015

Number granted 31.797 31.797 31.797 5.667 5.667 5.667 137.500 137.500


Vesting period 03.16.2017 03.16.2018 03.16.2019 03.16.2017 03.16.2018 03.16.2019 07.28.2019 07.28. 2020

Deadline to exercise 03.16.2023 03.16.2023 03.16.2023 N/A N/A N/A 07.28.2023 07.28.2024

Period with restriction to share transfer N/A N/A N/A 03.16.2019 03.16.2020 16.03.2021 N/A N/A

Average weighted exercise price of each of the following groups of shares: 28,4 28,4 28,4 N/A N/A N/A 27,0 27,0

Outstanding at the start of the fiscal year - - - - - - - -

Ratified (canceled) during fiscal year (16.700) (16.700) (16.700) (2.833) (2.833) (2.833) - -

Rectification by amendment of the statutory board of directors 34.793 34.793 34.793 44.110 44.110 44.110 577.500 577.500

Exercised during fiscal year - - - - - - - -

Expired during fiscal year - - - - - - - -

Fair value of at Grant Date 9,7 10,1 10,6 22,3 21,3 20,4 12,5 12,4

Potential dilution in the event of exercise 0,01% 0,01% 0,01% 0,00% 0,00% 0,00% 0,03% 0,03%

The following table refers to options granted prior to 2015:

Number of Members: 4

In relation to each Grant of Options

Grant Date March 21, 2011 March 21, 2013 March 17, 2014

Number granted 243.410 203.094 299.299

Vesting period 03.21.2015 03.17.2017 03.17.2018

Deadline to exercise 03.21.2019 03.17.2021 03.17.2022


Average weighted exercise price of each of the following groups of shares: 58,1 63,5 42,5

Outstanding at the start of the fiscal year 271.422 203.094 135.168

Ratified (canceled) during fiscal year (66.132) (95.090) (59.422)

Exercised during fiscal year - - -

Expired during fiscal year - - -

Rectification by amendment of the statutory board of directors - - 119.745

Fair value of at Grant Date 16,5 12,1 8,5


Potential dilution in the event of exercise 0,05% 0,03% 0,05%

Amounts related to fiscal year 2014 (The Fiscal Board was not installed this year)

Number of Members: 4

In relation to each Grant of Options

Grant Date March 19, 2010 March 21, 2011 March 21, 2013 March 17, 2014

Number granted 601.822 188.199 495.366 275.915

Vesting period 03.19.2014 03.21.2015 03.17.2017 03.17.2018

Deadline to exercise 03.19.2018 03.21.2019 03.17.2021 03.17.2022

Period with restriction to share transfer N/A N/A N/A N/A

Average weighted exercise price of each of the following groups of shares: 45,00 52,51 57,99 38,40

Outstanding at the start of the fiscal year 601.822 393.489 479.393 135.168

Ratified (canceled) during fiscal year (378.857) (122.067) (276.299) -

Exercised during fiscal year - - - -

Expired during fiscal year - - - -

Fair value of at Grant Date 10,82 16,45 12,10 8,54

Potential dilution in the event of exercise 0,13% 0,05% 0,09% 0,06%

13.6 Outstanding Stock Options and Restricted Shares Amounts related to fiscal year 2016(1)

Board of Directors

Number of members*

7,0

Number of members* 2011 Plan 2013 Plan Plan 2014 Plan 2015

(tranche 1) Plan 2015

(tranche 2) Plan 2015

(tranche 3)

Plan 2015 – Strategy

Acceleration (tranche 1)

Plan 2015 - Strategy


In relation to the Options 205.290 108.004 123.810 36.849 36.849 36.849 412.500 412.500

Outstanding quantity 205.290 54.002 - - - - - -

Exercisable quantity 03.23.2015 03.17.2017 03.17.2018 03.16.2017 03.16.2018 03.16.2019 07.28.2019 07.28.2020

Date upon which they are or will

03.23.2019 03.17.2021 03.17.2022 03.16.2023 03.16.2023 03.16.2023 07.28.2023 07.28.2023


Board of Directors

Number of members* 7,0

In relation to the Options

Plan 2016 (tranche 1)







Outstanding quantity 18.791 18.791 18.791 550.000 550.000

Exercisable quantity

- - - - -

Date upon which they are or will become exercisable

03.15.2018 03.15.2019 03.15.2020 07.11.2020 07.11.2021

Maximum period for the exercise of Options

03.15.2024 03.15.2024 03.15.2024 07.11.2024 07.11.2024

Period of restriction on transfer of shares

N/A N/A N/A N/A N/A

Average weighted

26,5 26,5 26,5 26,9 26,9

become exercisable

Maximum period for the exercise of Options

N/A N/A N/A N/A N/A N/A N/A N/A

Period of restriction on transfer of shares

61,7 67,5 45,1 28,3 28,3 28,3 26,9 26,9

Average weighted price of exercise

16,4 12,1 8,5 9,7 10,1 10,5 12,4 12,4

Fair value of the Options on the last day of the fiscal year

3.377.021 1.306.848 1.057.337 357.439 372.178 389.497 5.139.750 5.115.000


price of exercise

Fair value of the Options on the last day of the fiscal year

14,3 14,6 14,8 13,7 13,6

Fair value of the total of Options on the last day of the fiscal year

268.894 275.283 279.041 7.579.000 7.518.500

Board of Directors

Number of members* 7,0

In relation to the Options Plan 2015 – Restricted

Shares (tranche 1)

Plan 2015 - Restricted

Shares (tranche 2)


Shares (tranche 3)


Shares (tranche 1)

Plano 2016 - Restricted

Shares (tranche 2)

Plano 2016 - Restricted

Shares (tranche 3)

Outstanding quantity 51.344 51.344 51.344 25.744 25.744 25.744

Exercisable quantity - - - - - -

Date upon which they are or will become exercisable 03.16.2017 03.16.2018 03.16.2019 03.15.2018 03.15.2019 03.15.2020

Maximum period for the exercise of Options 03.16.2019 03.16.2020 03.16.2021 03.15.2020 03.15.2021 03.15.2022

Period of restriction on transfer of shares N/A N/A N/A N/A N/A N/A

Average weighted price of exercise - - - - - -

Fair value of the Options on the last day of the fiscal year 22,2 21,3 20,4 22,2 21,3 20,4

Fair value of the total of Options on the last day of the fiscal year

- - - - - -

Amounts related to fiscal year 2015(1)

Board of Executive Officers Number of Members 6,2

Regarding Options

2011 Plan

2013 Plan

2014 Plan

2015 Plan (Tranche

1) Number of outstanding Options 205.290 108.004 195.491 49.891

Number of Exercisable 205.290 - - -


Options

Vesting date 23.03.2015 18.03.2017 17.03.2018 16.03.2017 Deadline to exercise the options 23.03.2019 18.03.2021 17.03.2022 16.03.2023


Average weighted exercise price 58,1 63,5 42,5 28,4

Fair value of the options at the last day of the year

16,5 12,1 8,5 9,7

Fair value of all Options at the last day of the fiscal year

3.387.285 1.306.848 1.661.674 483.943

*There are no members who do not receive compensation.

Board of Executive Officers Number of Members* 6,2

Regarding Options 2015 Plan (tranche 2)

2015 Plan (tranche 3)

2015 Plan - Strategy

acceleration (tranche 1)

2015 Plan - Strategy

acceleration (tranche 2)

Number of outstanding Options 49.891 49.891 715.000 715.000

Number of Exercisable Options - - - -

Vesting date 16.03.2018 16.03.2019 28.07.2019 28.07.2020

Deadline to exercise the options 16.03.2023 16.03.2023 28.07.2023 28.07.2023


Average weighted exercise price 28,3 28,3 26,9 26,9

Fair value of the options at the last day of the year 10,1 10,5 12,4 12,4

Fair value of all Options at the last day of the fiscal year

503.899 527.348 8.908.900 8.866.000

Board of Executive Officers Number of Members 6,2

Regarding Restricted Options

2015 Plan - Restricted shares

(tranche 1)


(tranche 2)


(tranche 3) Number of

outstanding options 46.944 46.944 46.944

Number of Exercisable Options - - -

Vesting date 16.03.2017 16.03.2018 16.03.2019

Deadline to exercise the options 16.03.2023 16.03.2023 16.03.2023


Average weighted exercise price - - -


Fair value of the restricted options at the last day of the year

22,2 21,3 20,4

Fair value of all Options at the last day of the fiscal year - - -

(1) The Audit Board was not installed in 2015. Amounts related to fiscal year 2014(1)

Board of Directors

Number of Members* 4,0

Regarding Options ........... Plan 2009 Plan 2010 Plan 2011 Plan 2013 Plan 2014

Number of outstanding Options 396.327 601.822 188.199 290.764 135.168

Number of Exercisable Options 04.22.2013 03.19.2014 03.23.2015 03.18.2017 03.17.2018

Vesting date....................... 04.22.2017 03.19.2018 03.23.2019 03.18.2021 03.17.2022

Deadline to exercise the options .............................. N/A N/A N/A N/A N/A

Period with restriction to share transfer .................... 30,6 45,0 52,5 57,3 38,4

Average weighted exercise price ................................. 7,8 10,8 16,4 12,1 8,5

Fair value of the options at the last day of the year

3.103.240 6.511.714 3.095.874 3.518.244 1.154.335

(1) The Audit Board was not installed in 2014. 13.7. Exercised Options and/or restricted shares Amounts related to fiscal year 2016 (1):

Board of Directors Number of Members* 1,0 Regarding outstanding options


Number 17.700 Fair value 22,27

Difference between the fair value and the market price of shares in relation to restricted shares

187.443

Granted shares 17.700 Average weighted on granted shares 39,6

Difference between the exercise price and the market price of granted shares

120.183


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

No options and/or restricted shares were exercised in fiscal year 2016.

Amounts related to fiscal year 2015 (1):

No options and/or restricted shares were exercised in fiscal year 2015.

Amounts related to fiscal year 2014 (1):

Board of Executive Officers Number of Members* 4,0 Regarding outstanding options

2008 Plan

2009 Plan

2010 Plan

2011 Plan

Number 139.298 396.327 - - Average weighted exercise price

26,75 30,67 n/a n/a

Difference between the exercise price and the market price of shares in relation to exercised Options

1.584 468 n/a 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 2014. *There are no members who do not receive compensation.

13.8. Description of summary information necessary for data understanding published in items 13.5 to 13.7, including explanation of pricing method for shares and options values, indicating, in minimum: Amounts related to fiscal year 2016 (1) Stock option and Restricted shares plan

Board of Directors


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 approximately 37,2%; Dividend yield of 3,4%; Risk-free rate of

12,9-13,2%. 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


Strategy acceleration program

Board of Directors




N/A

Volatility of approximately 39,4%; Dividend yield of 4,6%; Risk-free rate of

11,5-12,1%. c) method and assumptions used to incorporate the




Amounts related to fiscal year 2015 (1) Stock option and Restricted shares plan




N/A

Volatility of 30%; Dividend yield of 4,3%; Risk-free rate of 12,6%.

c) method and assumptions used to incorporate the expected effects of early exercise N/A N/A



Strategy acceleration program

Board of Directors




N/A

Volatility of approximately 32%; Dividend yield of 4,2%; Risk-free rate of

12,2%. c) method and assumptions used to incorporate the




Amounts related to fiscal year 2014 (1)


a) pricing model N/A Binomial b) data and assumptions used in the pricing model, N/A Volatility of 30%;



Dividend yield of 5,7%; Risk-free rate of 12,9%.








N/A

Volatility of 30%; Dividend yield of 4,0%; Risk-free rate of 8,7%.




(1) The Fiscal Board was not installed in 2016, 2015, 2014 and 2013. 13.9. Indicate the amount of shares directly or indirectly owned, in Brazil or abroad, and other securities conversable in shares, issued by the Company, its direct or indirect controllers, controlled entities or under the same control, by members of the Board of Director, of the Executive Officers Board or of the Fiscal Board, divided by Board Not applicable 13.10. Related to pension plan for members of the Board of Directors and Board of Executive Officers, provide the following information in the form of a table:

Board of Directors

Board of Executive Officers Total

a) Number of members * 8,4 6,2 14,6 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 Company )

-

d) conditions for early retirement Not applicable

Minimum age 50 years (end of relationship with the Company)

-

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 192,2 192,2*

f) total amount accumulated of the contributions made during the last Not applicable 22,0

22,0


fiscal year, discounting the portion related to contributions made directly by the managers

g) whether there is the possibility of early redemption and under which conditions

Not applicable

Yes, early redemption of

Company portion, only upon

termination of the employee

and after 5 years of contributions to the

plan

-

*There are no members who do not receive compensation. ** Amounts restated in accordance with the BrasilPrev account reference December 2016, considering the entire Company. 13.11. Average compensation of the Board of Directors, Board of Executive Officers and Fiscal Board for the last three fiscal years Board of Directors

Year Number of Members(*)

Highest Individual

Compensation

Average Individual

Compensation

Lowest Individual

Compensation (**)

2016 8,8 1.179,1 899,2 815,6 2015 8,4 1.392,9 683,9 190,8 2014 8,3 1.213,6 774,2 534,2

*There are no members who do not receive compensation. ** For the lowest amount of annual compensation in 2016, there has been not considered the members who have not worked at least 12 months in the position Board of Executive Officers

Year Number of Members*

Highest Individual

Compensation

Average Individual

Compensation

Lowest Individual

Compensation 2016 7,1 5.484,9 4.548,0 3.363,8 2015 6,2 6.779,0 4.501,2 1.266,6 2014 4,0 6.144,4 3.731,7 2.053,4

*There are no members who do not receive compensation. ** For the lowest amount of annual compensation in 2016, there has been not considered the members who have not worked at least 12 months in the position. Fiscal Board The Fiscal Board was not installed in 2016 13.12. 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 Company A proposal was submitted for shareholder approval at the Extraordinary Shareholders Meeting held on February 6, 2015 recommending a R$9 million increase in overall annual


compensation for management approved by the Annual and Extraordinary Shareholders Meeting held on April 11, 2014, to include the amount negotiated with a member of the Board of Directors that left the Company recently, in the form of a Private Instrument of Confidentiality and Non-Competition ("Agreement"). The value of this contract is being amortized on a monthly basis during its duration of thirty-six (36) months, since January 1, 2015, against expenses recorded in this category. Payments will be made in two (2) installments: the first, equal to sixty percent (60%) of the total value paid upon the signature of the Agreement and the remaining installment, representing forty percent (40%) of the total value will be paid on January 1, 2018.

In addition to this, the Company has 3 valid contracts signed by ex-Company members that were amortized in 2016, regarding to the plans that have positive balance that will be mitigated in 2017.

13.13. For the last three fiscal years, indicate the percentage of total compensation of each organ recognized in the profit or loss of the Company 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

Values relating to the 2016 Fiscal Year (1):


48% 0% 10%

(1) In 2016, no Audit Committee was installed.


Board of Directors Board of Executive Officers Total 32% 0% 8%

(1) The Fiscal Board was not installed in 2015.


Board of Directors Board of Executive Officers Total 37% 0% 11%

(1) The Fiscal Board was not installed in 2014.

13.14. For the last three fiscal years, indicate the amounts recognized in the profit or loss of the Company 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

Values relating to the 2016 Fiscal Year (1):



0 0 0

(1) In 2016, no Audit Committee was installed.


Board of Directors Board of Executive Officers Total 0 0 0

(1) The Fiscal Board was not installed in 2015. Amounts related to fiscal year 2014(1)

Board of Directors Board of Executive Officers Total 0 0 0

(1) The Fiscal Board was not installed in 2014. 13.15. 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 Company 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 Company as compensation of the members of the Board of Directors or Board of Executive Officers. In addition, during fiscal year 2016, the Fiscal Board was not installed. 13.16. Other Material Information There is no other material information that was not mentioned in the previous topics.

Schedule V – Company’s Second Stock Option

Program for Strategy Acceleration and the Second Restricted Shares Program of the Company (Schedule

13 of ICVM 481 and Item 13 of the Reference Form)


ANNEX 23 OF CVM INSTRUCTION 481/09

PROPOSAL TO THE SECOND STOCK OPTION PURCHASE OR SUBSCRIPTION PROGRAM FOR

STRATEGY 2 ACCELERATION

1. Provide copy of the proposed program

It is attached hereto copy of the Proposal to Stock Option Purchase or Subscription Program for

Strategy 2 Acceleration of Natura Cosméticos S.A. (“Company”, submitted to the approval of

the Extraordinary General Meeting to be held on November 30, 2017 ("Program").

2. Inform the main characteristics of the proposed plan, identifying:

a. Potential beneficiaries

May be elected as participants in the purchase options or subscription of ordinary, nominative,

book entry and non par value shares issued by the Company subject to the provisions of the

Program ("Options"), the managers and employees of the Company and its Subsidiaries

("Participants").

b. Maximum number of Options to be granted

The maximum number of Options that may be granted shall not exceed 1,50% shares

representing the Company's total share capital, provided that the total number of shares issued

or may be issued under the plans is always within the limit of the Company's authorized capital.

If any Option is terminated or canceled without being fully exercised, the shares linked to such

Options will become available again for future Option grants.

c. Maximum number of shares covered by the plan

See item 2.b above.

d. Purchase Conditions

In every year that the Program is in force, may be created by the Company's Board of Directors,

a Stock Option Purchase or subscription Plan ("Plan") which, if implemented, shall be

structured based on the criteria defined in the Program .

Each Plan shall elect Program Participants. The Board of Directors may, subject to the limits

established in the Program, include new Participants in Plans already approved and still in force,

granting them the Options they deem appropriate. The inclusion of new Participants in Plans


already approved and still in force will only be possible until the end of the year in which the

Plan has been approved.

For each Plan, the Board of Directors, in accordance with the Program, will define a number of

Options to be distributed among the Participants.

Considering that the Participants may become shareholders of the Company, the definition of

the Participants, as well as the number of Options to which each one will be entitled, will be

made freely by the Board of Directors. There is therefore no need to attribute the status of

Participant to all categories or even all members of the same category, and may also be

allocated different amounts of Options for two or more Participants of the same category .

There will be only the granting of the Options in the years in which the Company has earned, in

the previous year, sufficient profits to allow the distribution of mandatory dividends to the

shareholders.

In addition, as an essential condition for the Participant's indication to be considered valid and

binding, the Participant shall sign the private instrument granting the option to purchase or

subscribe for shares, expressly adhering to the Plan drawn up in function of the Program and

declaring itself to be aware of all its terms and conditions, including the restrictions contained

therein. The private instruments for the stock purchase or subscription must specify, without

prejudice to other conditions determined by the Board of Directors: (a) the number of Options

subject to the grant; (b) the terms and conditions for acquiring the right to exercise the Options;

and (c) the subscription or purchase price and terms of payment.

The Participant wishing to exercise its Options shall communicate the Company, by writing, its

intention, according to procedures established in internal rules, which shall be fully disclosed to

the Participant.

e. Detailed criteria for setting the strike price

The subscription or purchase price of each share shall correspond to the value of the Company's

share, determined in accordance with the criteria set forth in items (i) to (iii) below, calculated

on the date on which the Board of Directors approves the Plan and elected the Participants .

In this sense, the value of the share will be determined based on the following criteria:

(i) the value corresponding to the simple average (a) of the last 30 (thirty) trading sessions

occurring within the last 60 (sixty) consecutive days counted from the 5 (five) day

period preceding the approval of the Plan, including the 5th day; or (b) of the thirty (30)


consecutive trading days prior to the date of hiring a new Participant, in the cases of

Eligible Employees contracted by the Company or its Subsidiary, always adopting the

average daily quotation of each trading session. The application of the criteria

mentioned in items (a) or (b) above for a particular Participant shall be the

responsibility of the Company's Board of Directors, upon approval of the respective

Plan, observing the guidelines approved by the General Meeting.

(ii) in the absence of 30 (thirty) trading sessions within the period of 60 (sixty) days

mentioned above, the above average will be obtained considering all the trading

sessions in said period, up to a minimum of 3 (three) trading sessions; and

(iii) in the absence of at least 03 (three) trading sessions in the 60 (sixty) days mentioned

above, the last trading sessions prior to 60 (sixty) days must be considered, until the

minimum number of 3 (three) trading sessions is completed.

Without prejudice to the general rule set forth above, the Options that have been specifically

granted to the Participant as part of incentive packages for its contracting by the Company

(sign-on incentives), as thus recognized in its Option Agreements, shall become exercisable to

the extent that the Participant shall remain permanently bound to the Company or its Subsidiary

during a period of 01 (one) year as of the respective Grant Date, subject to compliance with the

provisions of item 14.2 of the Program, in the event of Participant's Disconnection prior to

compliance period.

The subscription or purchase price of each share will be reduced by the amount of dividends,

interest on equity and other dividends distributed by the Company to shareholders during the

period from the date of grant of the Options to the effective date of such Options, with the grace

period being observed, up to the limit of the 5th (fifth) anniversary of the grant date.

f. Criteria for setting the exercise period

The Options will become exercisable, to the extent that the Participant remains continuously

bound in the Company as an administrator or employee of the Company and / or its Subsidiary,

subject to the Participant's rules of termination established in the Program and in the Plans,

during the period between date of grant and the following dates, in the proportions mentioned

below:

(a) 50% (fifty percent) on the 4th (fourth) anniversary of the grant date; and

(b) 50% (fifty percent) on the 5th (fifth) anniversary of the grant date.


Subject to the general rule set forth above, the Options that have been specifically granted to the

Participant as part of incentive packages for its retention by the Company (sign-on incentives),

as recognized as such in the respective Option Agreements, shall become exercisable to the

extent that the Participant remains bound to the Company or its respective Subsidiary until a

period of one (1) year as of the respective Grant Date, subject to the provisions of item 14.2 of

the Program, in the event of Termination of the Participant before the deadline has been met.

The Program Participant shall have a maximum term of 8 (eight) years, counted from the date of

grant, to exercise options in the aforementioned terms, under penalty of decay of the right to

said exercise.

g. Options settlement form

For the purpose of satisfying the granting of Options under the Program, the Company, subject

to applicable law and regulation, will issue new shares within the authorized capital limit or

dispose of shares held in treasury.

h. Criteria and events that, when verified, will cause the suspension, alteration or

extinction of the plan

It is the responsibility of the Company's General Meeting to approve and, therefore, alter,

suspend or terminate the Program.

Any and all changes to the Program and previous Programs proposed by the Board of Directors

shall be submitted to the General Meeting for approval and, once approved, may only achieve

the stock options to be granted.

Among the causes that may lead to the alteration or extinction of the Program, are the

occurrence of factors that cause a serious change in the economic scenario and that compromise

the Company's financial situation.

3. Justify the proposed plan, explaining:

a. The main objectives of the plan

The purpose of the Program is to allow the granting of Options to the managers and employees of

Natura and its Subsidiaries, selected by the Board of Directors, with a view to: (a) stimulate the

improvement of the management of the Company and its Subsidiaries, giving the Participants the

possibility of being shareholders of the Company, stimulating them in optimizing all aspects that

may value the Company in the long term, giving them an entrepreneurial vision and corporate

governance, harmonizing and improving relations between the Company and its Subsidiaries; (b)


encourage the permanence of managers and employees; and (c) to increase the attractiveness of the

Company and its Subsidiaries.

b. How the plan contributes to these goals

By enabling the Participants to become shareholders of the Company, it is expected to retain the

talents and align their objectives with those of the Company. This model also allows the sharing

the risks and gains of the Company, through the valuation of the shares acquired under the

Program.

c. How the plan fits into the company's compensation policy

The Program is part of the strategy of retaining the management and employees of the Company

and its Subsidiaries, with their commitment to generate value for the Company and its

shareholders.

d. How the plan aligns the interests of the beneficiaries and the company in the short,

medium and long term

The grants made based on the Program bring different mechanisms that allow the alignment of

interests of the administrators and employees in different horizons of time. Through the

Program, we seek to stimulate the improvement in our management and the permanence of our

executives, aiming at gains by compromising with long term results and short term

performance.

In addition, the Program seeks to enable the Company to obtain and maintain the services of

senior executives, offering such executives the possibility of becoming shareholders of the

Company, under the terms and conditions set forth in the Program.

4. Estimate the expenses of the company resulting from the plan, according to the

accounting rules that deal with this subject

The Company estimates that the expenses arising from the Program will represent, for each

Annual Plan, the approximate amount of R$ 22.420.000,00 per plan, amortized over the five (5)

years of the grant until the full maturity of the Options in accordance with the Plan. It is

estimated that, in the maximum set of 5 (five) concomitant and non-mature Plans possible, the

total expenses per year are also R$ 22.420.000,00.

The main assumptions for this estimation considered, notwithstanding the dilution limits

established in the approval of the Program are: (i) share price at the current level (R$ 35.00 per

share); and (ii) risk-free interest rates and stock volatility consistent with current levels.


ANNEX 23 OF CVM INSTRUCTION 481/09

PROPOSAL TO THE SECOND RESTRICTED STOCK GRANT PROGRAM

1. Provide copy of the proposed program

It is attached hereto copy of the Proposal to the Second Restricted Stock Grant Program of

Natura Cosméticos S.A. (“Company”,) submitted to the approval of the Extraordinary General

Meeting to be held on November 30, 2017 ("Program").

2. Inform the main characteristics of the proposed plan, identifying:

a. Potential beneficiaries

May be elected as participants in the granting of non-par, registered, book-entry common shares

issued by the Company subject to the provisions of the Program ("Restricted Shares"), the

managers and employees of the Company and its Subsidiaries ("Participants").

b. Maximum number of Options to be granted

The maximum number of Restricted Shares that may be granted annually shall be limited to

0.10% of the shares representing the Company's total share capital. Likewise, the total number

of fully purchased Restricted Shares, in addition to all the active plans of the Program, will not

exceed 0,50% shares representing the Company's total share capital.

c. Maximum number of shares covered by the plan

See item 2.b above.

d. Purchase Conditions

In every year that the Program is in force, may be created by the Company's Board of Directors,

a Restricted Shares granting plan ("Plan") which, if implemented, shall be structured based on

the criteria defined in the Program .

Each Plan shall elect Program Participants. The Company's Board of Directors may, subject to

the limits established in the Program, include new Participants in Plans already approved and

still in force, granting them the Restricted Shares they deem appropriate. The inclusion of new

Participants in Plans already approved and still in force will only be possible until the end of the

year in which the Plan has been approved.


For each Plan, the Board of Directors, in accordance with the Program, will define a number of

Restricted Shares to be distributed among the Participants.

Considering that the Participants may become shareholders of the Company, the definition of

the Participants, as well as the number of Restricted Shares to which each one will be entitled,

will be made freely by the Board of Directors. There is therefore no need to attribute the status

of Participant to all categories or even all members of the same category, and may also be

allocated different amounts of Restricted Shares for two or more Participants of the same

category .

The granting of Restricted Shares is carried out through the execution of Grant Agreements

between the Company and the Participants, which shall specify, without prejudice to other

conditions determined by the Board of Directors, the number of Restricted Shares subject to the

grant and the terms and conditions for acquiring rights related to the Restricted Shares.

Without prejudice to the foregoing, the number of Restricted Shares to be granted to the

Participants will be determined as follows:

(i) Program Participants may elect to invest up to 100% (one hundred percent) of the funds

from profit sharing, contracting bonuses and other amounts (not including salary), net of any

taxes, on the purchase of shares of the Company; and

(ii) For each share acquired by the Participant pursuant to item (i) above, the Company will

grant to the Participant 3 (three) Restricted Shares under which it will have the full right

acquired in 3 (three) equal annual parcel, on each of the anniversaries of the Grant Date,

provided that the Blocking Period stated in item 7.4 of the Program is subject to the provisions

of item "f" below.

The Board of Directors may subordinate the acquisition of rights related to the Restricted Shares

to certain conditions, as well as impose restrictions on their transfer.

The Board of Directors may establish differentiated terms and conditions for each grant

agreement, without the need to apply any rule of isonomy or analogy between Participants, even

if they are in similar or identical situations.

e. Detailed criteria for setting the strike price

No cost to the Participant


f. Criteria for setting the exercise period

Without prejudice to the other terms and conditions established in the respective grant

agreements entered into between the Company and each Participant, the Participants' rights in

relation to the Restricted Shares will only be fully acquired, to the extent that the Participant

remains continuously bound in the Company or its Subsidiary, during the period between date

of grant and the following dates, in the proportions mentioned below:

(a) 1/3 (one third) on the 1st (first) anniversary of the date of grant;

(b) 1/3 (one third) on the 2nd (second) anniversary of the date of grant; and

(c) 1/3 (one third) on the 3rd (third) anniversary of the date of grant;

Without prejudice to the general rule set forth above, the Options that have been specifically

granted to the Participant as part of incentive packages for its contracting by the Company

(sign-on incentives), as thus recognized in its Option Agreements, shall become exercisable to

the extent that the Participant shall remain permanently bound to the Company or its Subsidiary

until the period of one (1) year as of the respective Grant Date, subject to compliance with the

provisions of item 14.2 of the Program, in the event of Participant's Disconnection prior to

compliance period.

g. Options settlement form

For the purpose of satisfying the granting of Restricted Shares under the Program, the

Company, subject to applicable law and regulation, shall transfer shares held in treasury,

through private operation.

h. Criteria and events that, when verified, will cause the suspension, alteration or

extinction of the plan

It is the responsibility of the General Meeting to approve and, therefore, alter, suspend or

terminate the Program.

Any and all changes to the Program proposed by the Board of Directors shall be submitted to

the General Meeting for approval and, once approved, may only achieve the Restricted Shares

to be granted.

Among the causes that may lead to the alteration or extinction of the Program, are the

occurrence of factors that cause a serious change in the economic scenario and that compromise

the Company's financial situation.


3. Justify the proposed plan, explaining:

a. The main objectives of the plan

The purpose of the Program is to allow the granting of Restricted Shares to the Participants

selected by the Board of Directors, with a view to: (a) stimulate the improvement of the

management of the Company and its Subsidiaries, giving the Participants the possibility of being

shareholders of the Company, stimulating them in optimizing all aspects that may value the

Company and its Subsidiaries in the long term, giving them an entrepreneurial vision and corporate

governance, harmonizing and improving relations between the Company and its Subsidiaries; (b)

encourage the permanence of managers and employees; and (c) to increase the attractiveness of the

Company and its Subsidiaries.

b. How the plan contributes to these goals

By enabling the Participants to become shareholders of the Company, it is expected to retain the

talents and align their objectives with those of the Company. This model also allows the sharing

the risks and gains of the Company, through the valuation of the shares acquired under the

Program.

c. How the plan fits into the company's compensation policy

The Program is part of the strategy of retaining the management and employees of the Company

and its Subsidiaries, with their commitment to generate value for the Company and its

shareholders.

d. How the plan aligns the interests of the beneficiaries and the company in the short,

medium and long term

The grants made based on the Program bring different mechanisms that allow the alignment of

interests of the administrators and employees in different horizons of time. Through the

Program, we seek to stimulate the improvement in our management and the permanence of our

executives, aiming at gains by compromising with long term results and short term

performance.

In addition, the Program seeks to enable the Company to obtain and maintain the services of

senior executives, offering such executives the possibility of becoming shareholders of the

Company, under the terms and conditions set forth in the Program.


4. Estimate the expenses of the company resulting from the plan, according to the

accounting rules that deal with this subject

The Company estimates that the expenses arising from the Program will represent, for each

Annual Plan, the approximate amount of R$ 8.100.000,00 per plan, amortized over the three (3)

years of the grant until the full granting of the Restricted Shares in accordance with the Plan. It

is estimated that, in the maximum set of three (3) concomitant and non-mature Plans possible,

the total expenses per year are also R$ 8.100.000,00.

The main assumptions for this estimation considered, notwithstanding the dilution limits

established in the approval of the Program are: (i) the current remuneration policy; and (ii)

adhesion percentage of 100%.


SECOND STOCK OPTION PURCHASE OR SUBSCRIPTION OF SHARES FOR STRATEGY

ACCELERATION PROGRAM

OF


approved by the Extraordinary General Shareholders' Meeting held on November 30, 2017.

SECOND STOCK OPTION PURCHASE OR SUBSCRIPTION OF SHARES PROGRAM FOR

STRATEGY ACCELERATION

This Second Stock Option Purchase or Subscription of Shares Program for Strategy Acceleration of

Natura Cosméticos S.A. is governed by the provisions set forth below and by the applicable legislation.

1. CONCEPT

1.1. The Program consists of the granting, without cost, of options to purchase or subscribe the common

shares, nominative, book entry and without par value issued by the Company, given to a select

group of administrators and employees chosen by the Board of Directors.

1.2. By granting of share purchase or subscription options, the Participants may purchase the Company's

common shares within a pre-established time period and price, provided that all the terms and

conditions set forth in this Program are observed.

2. DEFINITIONS

2.1. The following terms, when used herein with the first letter capitalized, shall have the meanings

assigned to them below:

2.1.1. "Shares" refers to the common shares, nominative, with book entry and without par value

that will be or have been issued by the Company due to this Program;

2.1.2. "Transfer of Control" shall mean the transfer of the totality of shares issued by the

Company and held by the current Controlling shareholders of the Company to any

third party, in a way that such third party becomes the Controlling Shareholder of the

Company. For purposes of this Program, any direct or indirect transaction or corporate

reorganization, that results on the transfer of the shares representing the Control of the

Company: (a) from the current legal entities or investment funds shareholders that are

members of the Control block, to the respective final beneficiaries of the participation

owned by such legal entities or investment funds shareholders; or (b) from the current

natural persons shareholders to other legal entities or investment funds that have as a

final beneficiary such natural persons, shall not be considered as a "Transfer of

Control";

2.1.3. “Committee” means the People and Organizational Development Committee of the

Company (or any other Committee that supersedes it);

2.1.4. “Company” means Natura Cosméticos S.A, a corporation, with head offices at Avenida

Alexandre Colares, 1188, Vila Jaguara, CEP 05106-00, in the city of São Paulo, State of

São Paulo, enrolled with the Taxpayer Registry (CNPJ/MF) under No. 71.673.990/0001-

77;

2.1.5. “Board of Directors” means the board of directors of the Company;

2.1.6. "Option Agreement" refers to the private instrument to grant share purchase or

subscription options, which must be entered into between the Company and Eligible

Executives, through which each of them shall become a Participant, acknowledging and

accepting all terms and conditions of the Program and related Plans;

2.1.7. “Subsidiaries” means the companies that are controlled or may become controlled,

direct or indirectly, by the Company, whether national or foreign, already incorporated

or that have yet to be incorporated;

2.1.8. “Control” means the power that any person, natural or legal, or group of persons bound

by a voting agreement, or under common control, that: (i) is an owner of partnership

rights that grant thee, permanently, the majority of votes in shareholders' meetings and the

power to appoint the majority of administrators of the Company; and (ii) effectively uses

such power to manage the corporate businesses and guide the operation of the Company's

main bodies;

2.1.9. "Grant Date", except as otherwise expressly provided for in this Program or in the Option

Agreement, refers to, in relation to the Options granted to each Participant, the date of the

Board of Directors meeting that approves such Plan;

2.1.10. "Termination Date" refers to the date of termination of the Participant.

2.1.11. “Termination” (or “to Terminate”) means the termination, for any reason whatsoever,

of the relations between the Participant and the Company or a subsidiary of the

Company for any reason, including, without limitation, demission, removal,

replacement or expiration of the term of office not followed by reelection, voluntary

resignation, dismissal with or without cause, request for resignation immediately after

retirement, granting of retirement for permanent disability and death. For clarity, it is

hereby established that the eventual dismissal of the Participant from their position as

administrator or employee of the Company, or of any of its Subsidiaries, for

subsequent appointment or hiring, as applicable, of such Participant to another position

in the Company or in any of its Subsidiaries, without the relationship between the

Participant and the Company being terminated, does not configure Termination for

purposes of this Program;

2.1.12. "Exercise of the Options" refers to the effective subscription or purchase of shares related

to Options previously granted to Participants under the Program and related Plans;

2.1.13. "Eligible Executives" refers to administrators and employees of the Company as well as

its Subsidiaries.

2.1.14. “ICVM 567/15” means the Instruction No. 567, of September 17, 2015, from the

Securities Commission (Comissão de Valores Mobiliários - CVM), as amended from time

to time;

2.1.15. "Option(s)" refers to the Participant’s permission to subscribe or purchase Company

Shares by an established price in accordance with item 10 of this Program, provided that

all the terms and conditions of this Program and respective Plans are observed.

2.1.16. “Mature Option(s)" refers to the Option that met the conditions defined for the exercise of

the right to subscription or purchase of Shares, thus authorized to be exercised;

2.1.17. “Non-Mature Option(s)" refers to the Option that has not yet met the conditions defined

for the exercise of the right to subscription or purchase of Shares, thus not yet authorized

to be exercised;

2.1.18. “Participant” means the Eligible Contributor to whom the Company grants one or more

Restricted Stocks, according to the terms of this Program and its Plans, after signing the

Option Agreement;

2.1.19. “Option Maturity Term" refers to the period between the date when the Options were

granted and the date from which the Options may be exercised. During this period, the

Options cannot be exercised;

2.1.20. “Option Exercise Term" refers to the period between the date the Options mature and the

deadline for exercising such Options, within which period the Options may be exercised

under this Program and related Plans;

2.1.21. "Maximum Term for Exercising the Options" refers to the maximum period (deadline) to

exercise Mature Options, subject to extinction of that right, as set forth in this Program;

2.1.22. “Subscription or Purchase Price" shall correspond to the Company's Share Value on the

date the Options are granted, calculated according to item 10.1 below;

2.1.23. “Plan" refers to the Stock Option Plan which, based on the Program, is approved by the

Board of Directors, establishing the general rules and conditions for a specific year of

effectiveness of the Program;

2.1.24. “Program” means this Second Stock Option Purchase or Subscription of Shares for

Program Strategy Acceleration; and

2.1.25. “Share Value" refers to the value calculated for each Share under the terms defined in the

Program.

3. PURPOSE OF THE PROGRAM

3.1. The Program’s objectives are to allow the granting of Options for the Eligible Executives, selected

by the Board of Directors, with the purpose of (a) fostering the success of the Company and its

Subsidiaries, offering to the Participants the possibility to become a Company’s shareholders,

encouraging them to optimizing all aspects that may enhance the Company in the long term,

providing also entrepreneurial and corporate vision, harmonizing and improving relations between

the Company and its Subsidiaries; (b) aligning the retention of the administrators and employees;

and (c) increasing the attractiveness of the Company and its Subsidiaries.

4. ELIGIBLE EXECUTIVES

4.1. Shall be considered as Eligible Executives solely and exclusively the administrators and employees

of the Company and its Subsidiaries.

5. REQUIREMENTS TO BECOME A PARTICIPANT

5.1. In order to become a Participant of the Program, the Eligible Executives must be formally

appointed by the Board of Directors, pursuant to this Program.

5.2. The Board of Directors shall establish the requirements for the election of Program Participants,

according to the criteria deemed necessary to reach the Program's objectives.

5.3. Additionally, given that the Program is part of the compensation of Eligible Executives indicated as

Participants, they must sign the Option Agreement, expressly declaring to acknowledge all terms

and conditions of the Program, including its restrictions.

6. MANAGEMENT OF THE PROGRAM

6.1. The program shall be managed by the Board of Directors, which may, pursuant to relevant legal

provisions, rely on the Committee to assist it with the management of the Program. Without

prejudice to the above, the acts of the Committee, with regards to the management of the

Program, shall always be approved by the Board of Directors.

6.2. In compliance with the terms and conditions of the Program and the guidelines established by

the Company's Extraordinary General Shareholders' Meeting, the Board of Directors shall have

powers to take all necessary and appropriate measures related to the management of the

Program, including:

(a) create and implement general rules related to the granting of Options pursuant to the terms

of the Program, as well as answer questions related to the interpretation of the Program;

(b) elect the Participants and authorize the granting of Options on their behalf, setting forth

all the conditions of the Options to be granted, as well as modify such conditions as

needed;

(c) issue new shares within the authorized capital limit, or authorize the sale of Shares held in

treasury to comply with the exercise of Options granted under the Program, in accordance

with the terms and conditions of ICVM 567/15;

(d) define the Plans, within the parameters of this Program;

(e) take any other measures deemed necessary to manage the Program, provided that these do

not involve changes; and

(f) propose changes to the Program, to be submitted for approval at the Extraordinary

General Shareholders Meeting.

6.3. In the exercise of its authority, the Board of Directors shall be subject only to the limits

established by law, regulations of the Brazilian Securities and Exchange Commission, and the

Program. The Board of Directors may treat differently administrators and employees of the

Company and of other companies belonging to the Natura Group who are in a similar situation,

and it shall not be bound by any equality or analogy rule, to extend to everyone the conditions

that it deems applicable only to one or a few.

6.4. The resolutions made by the Board of Directors are binding for the Company in respect of all

matters relating to the Program.

7. GRANTING OF OPTIONS

7.1. Annual Plans

7.1.1. During the term of the Program, the Board of Directors may create Plans that, if

implemented, should be structured based on the criteria defined in this Program and with

guidelines which may come to be set out by the Extraordinary General Shareholders'

Meeting.

7.1.2. It shall be incumbent only to the Board of Directors to decide on the opportunity and

convenience to implement or not these Plans during the term of the Program, in

accordance with eventual guidelines which may come to be set out by the Extraordinary

General Shareholders' Meeting.

7.2. Election of the Participants

7.2.1. The Board of Directors shall elect Participants of the Program, chosen among the Eligible

Executives, and may, provided that it complies with the limits set out in the Program,

include new Participants in Plans already approved and still in force, granting them any

Options it deems appropriate. The inclusion of new Participants in previously approved

Plans which are still effective shall only be possible until the end of the year in which the

Plan had been approved.

7.3. Establishment of the Number of Options for each Plan and its availability to Various

Participants

7.3.1. For each plan, the Board of Directors, in accordance with this Program and in accordance

with possible guidelines which may be set out by the Extraordinary General

Shareholders' Meeting, shall establish a certain number of options to be made available to

the Participants.

7.3.2. The Board of Directors shall also determine, in each Plan, which Eligible Executives shall

be entitled to Options, as well as the number of Options to which each Participant shall be

entitled.

7.3.3. Considering that the Participants may become Company shareholders, the definition of

the Participants, as well as the number of Options to which each will be entitled, will be

established freely by the Board of Directors. Therefore, there is no need to attribute the

status of Participant to all categories or even to all members of a same category, making

it possible to attribute different number of Options to one or more Participants of a same

category.

7.4. Granting of Options – commitment to the Company's results

7.4.1. Provided that the requirements established by the Program and related Plan are met to

attribute the status of Participant to Eligible Executives, the Company, through the Board of

Directors, may grant them Options within the limits and quantities previously provided for

in the respective Plan.

7.4.2. Options will only be granted in the years when the Company has made enough profits

within the immediately previous year to enable the distribution of mandatory dividends

to shareholders. 7.5. Restrictions related to the transfer of Options

7.5.1. Mature and Non-Mature Options granted to Participants are personal and nontransferable,

except in the event of succession resulting from the Participant's death. In the event of the

Participant's death, the Options may be exercised by the Participant's heirs or successors, as

defined in this Program.

7.6. Option Agreement

7.6.1. The Options are granted upon the signing of Option Agreements between the Company

and each Participant, which shall specify, without prejudice to other terms conditions

determined by the Board of Directors: (a) the number of Options object of the grant; (b)

the terms and conditions for the acquisition of the right to exercise the Options; and (c)

the Subscription or Purchase Price and payment terms.

7.6.2. The Board of Directors may decide that the acquisition of rights related to the Options is

subject to certain conditions, and establish restrictions concerning its transfer.

8. SHARES SUBJECT TO THE PROGRAM

8.1. Subject to the adjustment set forth in this Program, the maximum number of Options that may

be granted shall not exceed 1.50% of the Company’s total share capital, provided that the total

number of Shares issued or issuable under the Plan is always within the Company's authorized

capital limit. If an Option is terminated or canceled without having been fully exercised, the

Shares linked to such Options shall become available again for future Option grants.

8.2. In order to satisfy the exercise of the Options granted under the Program, the Company may,

subject to the law, applicable regulations, and at the discretion of the Board of Directors, issue

new Shares within the authorized capital limit or dispose of Shares held in treasury, in

accordance with ICVM 567/15.

8.3. Shares that are purchased and/or subscribed in accordance with item 9 below, based on the

exercise of Options under the Program, shall retain all rights related to its kind.

9. EXERCISE OF OPTIONS

9.1. In compliance with the requirements and conditions set forth in this Program and related Plans, and

provided that the Maturity Term and Maximum Term for the Exercise of Options are observed, the

Participant shall be entitled to exercise these options, that is, to subscribe new Shares or to purchase

Shares held in treasury, which have been issued or purchased under this Program and related Plans.

9.2. Option Maturity Term

9.2.1. Notwithstanding other terms and conditions set forth in the respective Option

Agreements, the Options shall become exercisable as long as the Participant remains

continuously bound to the Company or its respective Subsidiary, in accordance to item

14 below, during the period comprised between the Grant date and the dates below, in

the proportions listed below:

(a) 50% (fifty percent) after the 4th anniversary of the Grant Date; and

(b) 50% (fifty percent) after the 5th anniversary of the Grant Date.

9.2.2. Subject to the general rule set forth in item 9.2.1 above, the Options that have been

specifically granted to the Participant as part of incentive packages for its retention by

the Company (sign-on incentives), as recognized as such in the respective Option

Agreements, shall become exercisable to the extent that the Participant remains bound to

the Company or its respective Subsidiary until a period of one (1) year as of the

respective Grant Date, subject to the provisions of item 14.2 below, in the event of

Termination of the Participant before the deadline has been met.

9.2.3. The Participant may, at its sole discretion, choose whether or not to exercise its Options as

they mature, that is, pursuant to the deadlines mentioned above, the Participant may

exercise Mature Options, or postpone this exercise for a time it deems more opportune,

provided that the Maximum Term to Exercise the Options is observed, s defined in item 9.3

below.

9.3. Maximum Term to Exercise the Options

9.3.1. The Program Participant shall have a maximum of 8 (eight) years from the Grant ate to

exercise Mature Options, pursuant to the terms indicated in item 9.2 above, under

penalty of termination of the right of such exercise.

9.3.2. Options granted under the terms of the Program, as well as all effects thereof, hall be

automatically terminated in the following cases:

(a) upon their full exercise;

(b) after the expiration of the Maximum Term to Exercise the Options;

(c) upon termination of the Option Agreement;

(d) if the Company is dissolved, liquidated, or declared bankrupt; or

(e) in the cases provided for in item 14 of this Program.

9.4. Exercise Date and formal Procedures related to the Exercise of the Options

9.4.1. Participants who wish to exercise their Options shall, in accordance with procedures

established by internal rules, send written notification of such intention to the Company or

broker appointed by the Company in the respective internal rules. The internal rules related

to the Exercise of the Options shall be fully disclosed to Participants.

9.4.2. The Board of Directors may decide to suspend the right to exercise the Options whenever it

identifies situations that, under the legislation in force, restrict or prevent the trading of

Shares by the Company’s administrators and employees.

9.5. The acquired or subscribed Shares, pursuant to item 9, shall maintain all rights of its class, due

to the exercise of Options under this Program.

10. SHARE SUBSCRIPTION OR PURCHASE PRICE

10.1. The Subscription or Purchase Price of each Share correspond to the Company's Share Price,

established according to the criteria set forth in subparagraphs "a" to "c" below, calculated on the

date the Board of Directors approves the Plan and elected the Participants. Share Price will be

calculated based on the following criteria:

(a) the amount corresponding to the simple average of (i) the last 30 (thirty) trading sessions held

within the last 60 (sixty) calendar days, as of the 5 (five) day period prior to the approval of the

Plan, included the fifth day, or (ii) the last 30 (thirty) consecutive trading sessions held prior to

the date of the hiring of a new Participant, in cases of Eligible Executives hired by the

Company or its respective Subsidiary, always using the average daily price of each session.

The application of the criteria mentioned in items (i) or (ii) above for a particular Participant

shall be the responsibility of the Company's Board of Directors, upon approval of the

respective Plan, observing the guidelines approved by the General Meeting;

(b) if 30 (thirty) trading sessions are not held within the aforementioned 60 (sixty) day period, the

average mentioned above shall be calculated based on the total number of trading sessions held

in that period, considering at least 03 (three) trading sessions; or

(c) if at least 03 (three) trading sessions are not held within the aforementioned 60 (sixty) day

period, the last trading sessions prior to those 60 (sixty) days shall be considered to complete

the minimum number of 03 (three) trading sessions.

10.2. The Subscription Price or Purchase Price of each Share will be reduced by the amount of dividends,

interest on shareholders' equity and other proceeds distributed by the Company to the shareholders

during the period between the Grant Date of the Options and the effective date of the exercise of

such Options, subject to item 9.2.1 above, up to the limit of the 5th (fifth) anniversary of the Grant

Date.

10.3. The Subscription or Purchase Price must be established in the Option Agreement, and shall be the

same for all Participants of the same Plan.

11. PAYMENT OF SUBSCRIBED OR PURCHASED SHARES

11.1. The subscription or purchase of Shares acquired through this Program must be paid in cash,

using the Participant's own resources.

12. SALE OF SUBSCRIBED OR PURCHASED SHARES

12.1. Shares purchased or subscribed under this Program may be freely sold by the Participant in

accordance with the law.

13. RIGHT OF FIRST REFUSAL

13.1. In accordance with Article 171, Paragraph 3 of Law No. 6404/76, there shall be no right of first

refusal related to the granting and exercise of Options for the purchase or subscription of Shares,

whether in relation to current shareholders or in relation to those who acquire this right based on

this Program and related Plans

14. EVENTS RELATED TO THE TERMINATION FROM THE COMPANY AND ITS EFFECTS

14.1. In case of Participant Termination upon request of the Company or its respective Subsidiary due

to just cause motivated by the Participant, or upon request without just cause of the Participant,

the Non-Mature Options shall be canceled, and the Mature Options which have not yet been

exercised may not be exercised and shall be canceled.

14.2. In case of Participant Termination upon request of the Company or its respective Subsidiary,

without just cause motivated by the Participant, or upon request of the Participant due to just cause

motivated by the Company:

(i) any Options that have been specifically granted to the Participant as part of an incentive

package for its retention by the Company (sign-on incentives), Mature or Non-Mature, may

be exercised by the Participant in its entirety within 1 (one ) year, as of the Termination Date;

and

(ii) any Options that have been granted by the Company to the Participant in addition to the

Options provided for in item (i) above and which are still Non-Mature Options on the

Termination Date shall have the following treatment: (a) 1/3 (one third) of the Non-Mature

Options granted on the year prior to the Termination Date, (b) 2/3 (two thirds) of the Non-

Mature Options granted in the second year prior to the Termination Date, and (c) 3/3 (three

thirds) of the Non-Mature Options granted in the third and fourth years prior to the

Termination Date shall become exercisable by the Participant in its entirety for a period of

one (1) year from the Termination Date.

14.3. Subject to the guidelines approved by the General Meeting and applicable law, the Company's

Board of Directors shall, as part of its attributions, establish in the respective Plans the events that

characterize the just cause motivated by the Participant and just cause motivated by the Company in

the Termination of the Participants for the purposes of this Program, provided that the death of the

Participant or permanent disability, when duly certified by medical expertise, can not, under any

circumstances, be considered as a just cause in the Termination of Participants for purposes of this

Program.

14.4. The price to be paid upon exercise of the Options, pursuant to the above terms, shall be determined

based on the criteria set out in Section 10 of this Program.

15. TRANSFER OF CORPORATE CONTROL

15.1. In the event of Transfer of Control of the Company, the Programs and Plans already established

must be respected, except that, in the event of Termination of the Participant at the Company's

and/or the Subsidiary's initiative, without just cause motivated by the Participant, or at the

initiative of the Participant for just cause motivated by the Company, occurring during the

twenty-four (24) month period as of the date on which a Transfer of Control of the Company is

effected, the Non-Mature Option will become fully exercisable from the Date of the Termination

of the Participant in accordance with this item 11.1 and may be exercised by the Participant for a

period of one (1) year from the Date of the Termination under penalty of extinction of that right.

16. CORPORATE REORGANIZATIONS

16.1. In the event of merger, spin-off, whether or not the related entity was extinguished,

incorporation of shares, or conversion of the Company, as well as other forms of corporate

reorganizations, provided that such transactions do not imply in Transfer of Control of the

Company, the Programs and Plans already in place must be observed, making the necessary

adjustments in the number of Options, and also respecting the exchange ratios used for the

purpose of the above transactions.

17. MODIFICATION IN THE NUMBER, TYPE AND CLASS OF SHARES

17.1. If the number, type and class of the Company shares is changed as a result of the reverse split,

stock split, stock bonuses, or if the shares are converted from one type or class into another, or

converted into other securities issued by the Company, necessary adjustments shall be made in

Programs and Plans already in place, especially with respect to the number of Options and the

type or class of Shares to which the Options refer, in order to avoid distortions and losses to the

Company or to Participants.

18. AMENDMENT, SUSPENSION AND TERMINATION OF THE PROGRAM AND RELATED PLANS

18.1. It is incumbent upon the Company's Extraordinary Shareholders Meeting to approve, and therefore

change, suspend or terminate the Program.

18.2. Any change proposed by the Board of Directors to be made to the Program and previous Programs

shall be submitted to the Extraordinary Shareholders Meeting and, once approved, can only apply to

the share purchase options to be granted.

18.3. Events that can lead to change or termination of the Program include the occurrence of factors that

cause severe change the economic scenario, thus compromising the Company's financial situation.

19. TERM OF THE PROGRAM

19.1. The Program shall be effective on the date of its approval by the Company's General

Shareholders Meeting and shall remain in force for an indefinite period, and may be terminated

at any time by decision of the General Shareholders Meeting.

20. GENERAL PROVISIONS

20.1. No provision related to the Program shall grant to any Participant the right to remain as an

administrator and/or employee of the Company, nor shall it interfere in any way in the

Company’s right to, at any time and subject to legal and contractual conditions, terminate the

employee’s employment contract and/or discontinue the administrator’s term of office.

20.2. Each Participant shall expressly adhere to the terms of the Program, upon written statement,

without exception, pursuant to the terms defined by the Board of Directors.

20.3. Any significant legal change regarding the regulation of stock companies, publicly-held

companies, labor relations and/or tax effects of a stock option program may cause the full

review of the Program.

20.4. The cases not addressed herein shall be resolved by the Board of Directors, upon consultation to

the General Shareholders Meeting, as applicable. Any Option granted under the Program is

subject to all the terms and conditions set forth herein, which shall prevail in case of

inconsistency regarding the provisions of any agreement or document mentioned in this

Program.


Page 1 of 12

SECOND RESTRICTED STOCK PROGRAM

OF


approved by the Extraordinary General Shareholders' Meeting held on November 30, 2017

SECOND RESTRICTED STOCK PROGRAM

The current Second Restricted Share Program of Natura Cosméticos S.A. is governed by the provisions

set forth below and by the applicable laws.

1. CONCEPT

1.1. The Program consists on granting restricted common shares to the Company's administrators and

employees, as well as to administrators and employees of its Subsidiaries.

1.2. The Participants will acquire the full right to the Company’s common shares, as long as the

Program terms and conditions are fully complied with.

2. DEFINITIONS

2.1. The following terms, when used herein with initial capital letters, will have the meanings assigned

to them below.

2.1.1. "Lock Up Shares" means the Company’s common shares, registered, book-entry, with no

par value issued by the Company that are acquired by the Participant, upon utilization of

the Authorized Funds, in order to be eligible for the granting of Restricted Shares,

pursuant to the Lock Up Period and the remaining terms of this Program;

2.1.2. “Restricted Shares” means the Company’s common shares, registered, book-entry, with

no par value, granted to the Participants and subject to the provisions of this Program and

Grant Agreement (Contrato de Outorga);

2.1.3. “Restricted Shares Not Fully Vested” means the Restricted Shares which do not comply

with the conditions for the full acquisition of its rights, as provided in item 9 of the

current Program;

2.1.4. "Transfer of Control" shall mean the transfer of the totality of shares issued by the

Company and held by the current Controlling shareholders of the Company to any third

party, in a way that such third party becomes the Controlling Shareholder of the

Company. For purposes of this Program, any direct or indirect transaction or corporate

reorganization, that results on the transfer of the shares representing the Control of the

Company: (a) from the current legal entities or investment funds shareholders that are

members of the Control block, to the respective final beneficiaries of the participation

owned by such legal entities or investment funds shareholders; or (b) from the current

natural persons shareholders to other legal entities or investment funds that have as a final

beneficiary such natural persons, shall not be considered as a "Transfer of Control";

2.1.5. “Eligible Contributor” means all administrators and employees of the Company, as well

as administrators and employees of its Subsidiaries;

2.1.6. “Committee” means the People and Organizational Development Committee of the

Company (or any other Committee that supersedes it);

2.1.7. “Company” means Natura Cosméticos S.A, a corporation, with head offices at Avenida

Alexandre Colares, 1188, Vila Jaguara, CEP 05106-00, in the city of São Paulo, State of

São Paulo, enrolled with the Taxpayer Registry (CNPJ/MF) under No. 71.673.990/0001-

77;

2.1.8. “Board of Directors” means the board of directors of the Company;

2.1.9. “Grant Agreement (Contrato de Outorga)” means the private instrument which grants the

Restricted Shares, which must be entered into by and between the Company and the

Eligible Contributor, by means of which the Eligible Contributor shall become a

Participant, stating to know and accept all the terms and conditions of the Program and its

Plans; 2.1.10. “Subsidiaries” means the companies that are controlled or may become controlled, direct

or indirectly, by the Company, whether national or foreign, already incorporated or that

have yet to be incorporated;

2.1.11. “Control” means the power that any person, natural or legal, or group of persons bound by a

voting agreement, or under common control, that: (i) is an owner of partnership rights that

grant thee, permanently, the majority of votes in shareholders' meetings and the power to

appoint the majority of administrators of the Company; and (ii) effectively uses such power

to manage the corporate businesses and guide the operation of the Company's main bodies;

2.1.12. “Grant Date”, except if alternatively and expressly provided in this Program or in the

Grant Agreement, means, with regards to the Restricted Shares granted to each of the

Participants, the date of the Board of Director Meeting which approved the respective

Plan;

2.1.13. “Termination” (or “to Terminate”) means the termination, for any reason whatsoever, of

the relations between the Participant and the Company or a subsidiary of the Company for

any reason, including, without limitation, demission, removal, replacement or expiration

of the term of office not followed by reelection, voluntary resignation, dismissal with or

without cause, request for resignation immediately after retirement, granting of retirement

for permanent disability and death. For clarity, it is hereby established that the eventual

dismissal of the Participant from their position as administrator or employee of the

Company, or of any of its Subsidiaries, for subsequent appointment or hiring, as

applicable, of such Participant to another position in the Company or in any of its

Subsidiaries, without the relationship between the Participant and the Company being

terminated, does not configure Termination for purposes of this Program;

2.1.14. “ICVM 567/15” means the Instruction No. 567, of September 17, 2015, from the

Securities Commission (Comissão de Valores Mobiliários - CVM), as amended from time

to time;

2.1.15. “Participant” means the Eligible Contributor to whom the Company grants one or more

Restricted Shares, according to the terms of this Program and its Plans, after signing the

Grant Agreement;

2.1.16. "Lock Up Period" means the period between the Grant Date of the Lock Up Shares by the

Participant until the date in which all the conditions for the full acquisition of the

corresponding amount of Restricted Shares are met, in accordance with the provisions of

item 9 below;

2.1.17. “Plan” means the Restricted Shares Grant Plan, which, subject to this Program, is

approved by the Board of Directors, establishing the general rules and conditions for a

specific year of effectiveness of the Program;

2.1.18. “Program” means this Second Restricted Shares Program; and

2.1.19. “Authorized Funds” means the participation in the results, hiring bonuses and other funds

(not including the salary), free of any taxes, authorized by the Board of Directors by

means of the Plan for investment by the Participant in the acquisition of the Company's

common shares.

3. PURPOSE OF THE PROGRAM

3.1. The purpose of the Program is to allow the granting of Restricted Shares to Eligible Contributors,

selected by the Board of Directors, with the purpose of (a) fostering the success of the Company

and its Subsidiaries, offering to the Participants the possibility to become a Company’s

shareholders, encouraging them to optimizing all aspects that may enhance the Company in the

long term, providing also entrepreneurial and corporate vision, harmonizing and improving

relations between the Company and its Subsidiaries; (b) aligning the retention of the

administrators and employees; and (c) increasing the attractiveness of the Company and its

Subsidiaries.

4. ELIGIBLE CONTRIBUTORS

4.1. Shall be considered as Eligible Contributors solely and exclusively the administrators and

employees of the Company and its Subsidiaries.

5. REQUIREMENTS TO BECOME A PARTICIPANT

5.1. In order to become a Participant of the Program, the Eligible Contributor shall be formally

indicated by the Board of Directors, according to the terms of the Program.

5.2. The Board of Directors shall provide the requirements for the election of the Participants of the

Program, in accordance with the principles which considers relevant for the purpose of the

Program.

5.3. Additionally, as an essential condition for its indications to be considered as valid and binding, the

Eligible Contributor indicated as a Participant shall sign the Grant Agreement, expressly joining

the Program and the Plan and declaring to be aware of all terms and conditions, including the

restrictions set forth therein.

6. MANAGEMENT OF THE PROGRAM

6.1. The program shall be managed by the Board of Directors, which may, pursuant to relevant legal

provisions, rely on the Committee to assist it with the management of the Program. Without

prejudice to the above, the acts of the Committee, with regards to the management of the

Program, shall always be approved by the Board of Directors.

6.2. In compliance with the terms and conditions of the Program and the guidelines established by the

Company's Extraordinary General Shareholders' Meeting, the Board of Directors will have broad

powers to adopt all measures that may be required or advisable in connection with the

management of the Program, including:

(a) create and enforce of general rules applicable to the granting of Restricted Shares under the

Program, and resolve any questions of interpretation related to the Program;

(b) elect the Participants and authorize the grant of Restricted Shares, defining all terms and

conditions for the acquisition of rights related to the Restricted Shares that will be granted,

as well as to amend such conditions when so required or advisable;

(c) authorize the sale of treasury shares to satisfy the granting of Restricted Shares in the terms

of the Program and pursuant to the conditions set forth in ICVM 567/15;

(d) define the Plans, within the parameters of this Program;

(e) take any other measures deemed necessary to manage the Program, provided that these do

not involve changes; and

(f) propose changes to the Program, to be submitted for approval at the Extraordinary General

Shareholders Meeting.

6.3. In the exercise of its authority, the Board of Directors shall be subject only to the limits

established by law, by the rules of the CVM and the Program, being clear that the Board of

Directors may deal differently with Eligible Contributors that find themselves in a similar

position, not being obliged, by any rule of analogy or isonomy, to extend to other Eligible

Contributors any condition, benefit or deliberation that it finds applicable to only determined

Eligible Contributors and/or groups of Eligible Contributors subject to particular circumstances.

6.4. The resolutions of the Board of Directors of the Company have binding force towards the

Company regarding all matters in connection with the Program.

7. GRANTING OF RESTRICTED SHARES

7.1. Plans

7.1.1. For each year that the Program is in force, the Board of Directors may create a Plan that,

when implemented, shall be structured based on the criteria set forth in this Program and

on guidelines set forth by the Shareholders' Meeting.

7.1.2. It is exclusively incumbent on the Board of Directors to decide upon the opportunity and

convenience to implement or not such Plans within the Program effectiveness, subject to

eventual guidelines that come to be set forth by the Shareholders' Meeting.

7.2. Election of Participants

7.2.1. The Board of Directors shall elect, among the Eligible Contributors, the Participants of

the Program and may, as long as based on the restrictions set forth in the Program, include

new Participants in the Plans already approved and still in force, granting the Restricted

Shares deemed to be adequate. The inclusion of new Participants in the Plan already

approved and still in force may only be possible up to the final of the year in which the

Plan have been approved.

7.3. Definition of the number of Restricted Shares for each Plan and the Distribution among the Participants

7.3.1. For each plan, the Board of Directors, in accordance with this Program and pursuant to

eventual guidelines that come to be set forth by the Shareholders' Meeting, shall establish

the number of Restricted Shares to be distributed among the Participants.

7.3.2. The Board of Directors shall determine, in each Plan, which Eligible Contributors may

have the right to the Restricted Shares, as well as the amount of Restricted Shares that

each Participant will be entitled to.

7.3.3. Without prejudice to the provisions above, the number of Restricted Shares to be granted

to the Participants shall be determined in accordance with the following:

(i) The Participants of the Program may choose to invest up to 100% (one hundred

percent) of the Authorized Funds when acquiring shares from the Company; and

(ii) For each Blocked Stock acquired, the Company shall grant to the Participant 3

(three) Restricted Shares, rights under which they shall fully acquire in 3 (three)

equal yearly installments, in each of the anniversaries of the Grant Date, provided

that the Blockage Period set forth in item 7.4 below is met with and pursuant to the

provisions of item 9 below.

7.4. Restrictions to the Transfer of Restricted Shares

7.4.1. The Restricted Shares granted under this Program are personal and non-transferable,

being the Participant prevented from, in any situation, assign, transfer or in any way sell

to any third parties the Restricted Shares, the rights or obligations thereunder, except in

the event of succession, as a result from the death of the Participant. In this case, the

Restricted Shares may be acquired by the heirs or successors, pursuant to the provisions

of item 10.2 below.

7.4.2. Pursuant to the provisions of the paragraph below, the Lock Up Shares used by the

Participant in order to be eligible to the Plan, in accordance with the terms of item 7.3.3

above, shall be blocked and may not be sold, assigned, given in guarantee, permutated,

leased or in any other way transferred to third parties until the respective Lock Up Period

is fulfilled. In the event of sale, assignment, pledge, lease, permutation or any other form

of transfer of such Lock Up Shares to third parties, while the corresponding Restricted

Shares remain Restricted Shares Not Fully Vested, the Participant shall lose their right to

the acquisition of the Restricted Shares Not Fully Vested.

7.4.3. As the Restricted Shares Not Fully Vested meet with the conditions for the full

acquisition of its rights, in accordance with the provisions of item 9 below, the Participant

shall have the corresponding portion of Lock Up Shares released for free negotiation.

7.5. Grant Agreement

7.5.1. The granting of Restricted Shares shall be undertaken upon the execution of the Grant

Agreement among the Company and the Participants, which shall specify, without

prejudice to other conditions set forth by the Board of Directors: (a) and the amount of

Restricted Shares, which are object of such grant; and (ii) the terms and conditions for the

acquisition of rights related to the Restricted Shares..

7.5.2. The Board of Directors may submit the acquisition of rights related to the Restricted

Shares to specific conditions, as well as reinforce restrictions to its transfer..

8. SHARES SUBJECT TO THE PROGRAM

8.1. Subject to the adjustments set forth herein, the total amount of Restricted Shares that may be

granted annually is limited to 0,10% of shares representative of the entire capital stock of the

Company. Accordingly, the total amount of Restricted Shares Not Fully Vested, including all

active Plans related to the Program, shall not exceed 0,50% of shares representative of the entire

capital stock of the Company.

8.2. In order to satisfy the granting of Restricted Shares in accordance with the terms of the Program,

the Company, subject to the law and applicable regulation, will transfer treasury shares, by private

transfer, without cost to the Participants, in accordance with the terms set forth by the ICVM

567/15.

9. EXERCISE OF THE RIGHTS RELATED TO THE RESTRICTED SHARES

9.1. Without prejudice to any other terms and conditions set forth in the relevant Grant Agreement, the

rights of the Restricted Shares may only be exercised, to the extent that the Participant remains

continuously bound as a administrator or employee of the Company or its Subsidiaries, in

accordance with item 10 set forth below, during the period from the award date up to the dates

indicated below:

(a) 1/3 (one third) after the 1st (first) anniversary of the Granting Date;

(b) 1/3 (one third) after the 2nd (second) anniversary of the Granting Date; and

(c) 1/3 (one third) after the 3rd (third) anniversary of the Granting Date.

9.1.1. Without prejudice to the general rule set forth in item 9.1 above, the rights of the

Participants with regards to the Restricted Shares that have been specifically granted to

the Participant as part of incentive packages for its retention by the Company (sign-on

incentives), as recognized as such in their respective Grant Agreements, shall be fully

acquired to the extent that the Participant remains bound to the Company or its respective

Subsidiary until 1 (one) year counted from the respective Grant Date, pursuant to the

provisions set forth in item 10.2 below, in case of Termination before the fulfillment of

such deadline.

9.2. Once the conditions set forth in items 9.1 above are complied with, and pursuant to the applicable

legal requests and regulations, the Company shall transfer to the Participant the respective

Restricted Shares, by means of a term of transference of the Company's registered shares in the

system of the agent responsible for the bookkeeping of the Company's shares, without cost to the

Participant. 9.3. The Restricted Shares granted to the Beneficiaries shall have the rights set forth herein and in the

respective Plans and Grant Agreements, being certain that the Participant shall not have any of the

rights or privileges granted to the Company's shareholders, namely, to receive dividends and

equity interest related to the Restricted Shares, until the date when the Restricted Shares are

transferred, in accordance with the provisions of item 9.1 and 9.2 above. 9.3.1. Notwithstanding the provisions of item 9.3 above, the Board of Directors may set forth,

in the Plan, the payment of the amount equivalent to such dividends or equity interest in

money or in shares of the Company, in the form to be established in the respective Plan

and Grant Agreement.

9.4. The Restricted Shares fully acquired, in accordance with this item 9, under the terms of this

Program shall keep all rights inherent to its class.

9.5. The Restricted Shares granted under the terms of the Program will be automatically extinguished ,

ceasing all of its effects in plain-right, in the following cases:

(a) upon the termination of the Grant Agreement;

(b) if the Company is dissolved, liquidated or declared bankrupt; or

(c) in the events provided for in item 10 of this Program.

9.6. The Restricted Shares Not Fully Vested may not be transferred by the Participant until the

Participant acquires full ownership of the rights thereunder.

10. EVENTS RELATED TO THE TERMINATION FROM THE COMPANY AND ITS EFFECTS

10.1. In case of Termination by initiative of the Company and/or its Subsidiaries, for just cause

motivated by the Participant, or by initiative without just cause by the Participant, the Restricted

Shares Not Fully Vested shall be automatically extinguished, by right, regardless of prior warning

or notification, and without right to indemnification.

10.2. In case of Termination by initiative of the Company and/or its Subsidiaries, without just cause

motivated by the Participant, or by initiative of the Participant due to just cause motivated by the

Company:

(i) any Restricted Shares that have been specifically granted to the Participant as a part of

incentive packages for its retention by the Company (sign-on incentives) shall be fully

acquired by the Participant, in its entirety; and

(ii) any Restricted Shares that have been granted by the Company to the Participant in addition to

the Restricted Shares mentioned in item (i) above shall be calculated and fully transferred to

the Participant proportionally between the Granting Date and the date corresponding to 24

(twenty four) months counted from the date of the Termination.

10.3. Subject to the guidelines approved by the Shareholders Meeting and applicable law, the Company's

Board of Directors shall, as part of its attributions, establish in the respective Plans the events that

characterize the just cause motivated by the Participant and just cause motivated by the Company in

the Termination of the Participants for the purposes of this Program, provided that the death of the

Participant or permanent disability, when duly certified by medical expertise, can not, under any

circumstances, be considered as a just cause in the Termination of Participants for purposes of this

Program.

11. TRANSFER OF CORPORATE CONTROL

11.1. In the event of Transfer of Control of the Company, the Programs and Plans already established

must be respected, except that, in the event of Termination of the Participant at the Company's

and/or the Subsidiary's initiative, without just cause motivated by the Participant, or at the

initiative of the Participant for just cause motivated by the Company, occurring during the twenty-

four (24) month period as of the date on which a Transfer of Control of the Company is effected,

the Restricted Shares Not Fully Vested will be fully acquired on the date of Termination of the

Participant in accordance with this item 11.1.

12. CORPORATE REORGANIZATIONS

12.1. In the event of merger, spin-off, whether or not the related entity was extinguished, incorporation

of shares, or conversion of the Company, as well as other forms of corporate reorganizations,

provided that such transactions do not imply in Transfer of Control of the Company, the Programs

and Plans already in place must be observed, making the necessary adjustments in the number of

Restricted Shares, including respecting exchange relations used for purpose the transactions

above.

13. MODIFICATION IN THE NUMBER, TYPE AND CLASS OF SHARES

13.1. In event of modification in the number, type and class of shares of the Company as a result of the

reverse split, split, stock bonuses, as well as in the event of conversion of shares of a type or class

into another, or conversion of Company's shares into other securities issued by the Company,

shall be made the necessary adjustments in the Programs and Plans already in place, especially

with respect to the number of Restricted Shares and the type or class, in order to avoid distortions

and damage to the Company or to the Participants.

13.2. No portion of shares shall be awarded, sold or issued under this Program.

14. AMENDMENT, SUSPENSION AND TERMINATION OF THE PROGRAM AND RELATED PLANS

14.1. The Extraordinary Shareholders' Meeting shall approve and, therefore, amend, suspend or terminate

the Program.

14.2. Any and all amendment to the Program and the previous Programs, proposed by the Board of

Directors, shall be submitted to approval of the Shareholders' Meeting and, once approved, its effects

shall reach the Restricted Shares to be granted.

14.3. Among the causes that may lead to the amendment or termination of the Program, are the occurrence

of factors that cause severe change in the economic outlook and that compromise the Company's

financial situation.

15. TERM OF THE PROGRAM

15.1. The Program will become effective on the date of its approval by the Shareholders’ Meeting of

the Company and thereafter will remain in full force and effect, and may be terminated, at any

time, by a resolution of the Shareholders’ Meeting.

16. GENERAL PROVISIONS

16.1. No provision related to the Program shall grant to any Participant the right to remain as an

administrator and/or employee of the Company, nor shall it interfere in any way in the Company’s

right to, at any time and subject to legal and contractual conditions, terminate the employee’s

employment contract and/or discontinue the administrator’s term of office.

16.2. Each Participant will be required to expressly adhere to the terms of the Program by executing a

written agreement to this effect, with no restrictions, on such terms as the Board of Directors may

define.

16.3. Any significant change in the regulations applicable to corporations, publicly held companies,

labor relations and/or the tax effects of stock granting plans may lead to a revision of the entire

Program.

16.4. The cases not addressed herein shall be resolved by the Board of Directors, upon consultation to

the General Shareholders Meeting, as applicable. All Restricted Shares granted under the Program

will be governed by the terms and conditions contained herein, which will prevail in the event of

inconsistency with the provisions of any agreement or document mentioned in the Program.

Documents

Management’s Proposal - natu.infoinvest.com.br Proposal.pdf · Chapter Slide I. Information Regarding the Matters Included in the Agenda 4 1. Terms of the Acquisition of The Body