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NATURA COSMÉTICOS S.A.

5th ISSUANCE OF DEBENTURES

ANNUAL TRUSTEE REPORT

FISCAL YEAR 2015

Rio de Janeiro, April 29, 2016.

Dear Debenture Holders,

As the Trustee of the 5th Issuance of Debentures of NATURA COSMÉTICOS S.A. ("Issuance"), we hereby present the annual report on said issuance, in compliance with the provisions of CV Instruction No. 28, November 23, 1983, and with the Indenture.

The assessment of the company's situation was based on the audited financial statements, other information provided by the Issuer and internal controls of Pentágono.

Please be advised, also, that this report is available to debenture holders at the main offices of the Issuing Company, at the main offices of Pentágono, at CVM, CETIP and at the offices of the Leading Coordinator of the Issuance.

The electronic version of this report has also been sent to the issuing company, and is available at www.pentagonotrustee.com.br.

Sincerely,

PENTÁGONO S.A. DTVM.

Characteristics of Issuing Company

  • Company Name: NATURA COSMÉTICOS S.A.

  • National Registry of Legal Entities (CNPJ/MF): 71.673.990/0001-77

  • Director of Investor Relations: Mr. José Roberto Lettiere

  • Activities: (i) the exploitation of trade, export and import of beauty and health products, toiletry, cosmetics, clothing, food, nutritional supplements, medications, including herbal and homeopathic medicines, drugs, pharmaceutical inputs and household cleaning products, both for human and animal use; to this end, it may also perform all acts and engage in all operations related to its purposes; (ii) exploitation of trade, export and import of electrical devices for personal use, jewelry, household items, items for babies and children, bed and bath items, software, SIM cards, books, editorial material, entertainment products, phonographic products; to this end, it may also perform all acts and engage in all operations related to its purposes; (iii) the provision of services of any kind, such as services related to beauty treatments, marketing consulting, registration, planning and risk analysis; and (iv) the organization, participation and management in any form, in companies and businesses of any nature, as a partner or shareholder.

    Characteristics of the Issuance

  • Issuance: 5th

  • Series: 1st; 2nd; 3rd.

  • Date of Issuance (all series): 02/25/2014

  • Maturity Date: (i) 1st Series: 02/25/2017; (ii) 2nd Series: 02/25/2018; and

    (iii) 3rd Series: 02/25/2019

  • Depositary Bank: Itaú Corretora de Valores Mobiliários S.A.

  • Cetip/ISIN Code:

  • 1st Series: NATU15/ BRNATUDBS016;

  • 2nd Series: NATU25/ BRNATUDBS024;

  • 3rd Series: NATU35/ BRNATUDBS032.

  • Leading Coordinator: Banco Itaú BBA S.A.

  • Destination of Funds: The funds raised through this Issuance will be used to refinance debts held by the Issuer.

  • Type of Issuance: Public Issuance of simple, non-convertible Debentures, in three series, through private placement.

1. Any omission or untruthfulness in the information disclosed by the Company, or any default or delay in the mandatory disclosure of information by the Company: (Article 12, item a, sub-item XVII of CVM Instruction 28/83)

Pentágono hereby declares having no knowledge of any omission or untruthfulness in the information disclosed by the Company, or any default or delay in the mandatory disclosure of information by the Issuer.

2. Statutory Changes: (Article 12, item b, sub-item XVII of CVM Instruction 28/83)

The EGM held on 04/14/2015 approved the following amendments to the Company's By-Laws: (i) sub-item I of article 3, by virtue of the expansion of its corporate purpose, to include the trade of SIM cards; (ii) inclusion of the sole paragraph in article 3, to express the Company's socio-environmental mission; (iii) inclusion of paragraph 4 in article 13, to express the Company's socio-environmental mission; (iv) amendment of sub-item XXII of article 20, section IV of article 22 and paragraph 1 of article 27, to adapt the Company's Bylaws to current accounting standards; (v) amendment of paragraphs 2 and 3 of article 21, to change the hypotheses o replacing the board in the event of impediments, temporary absences or vacancy; and (vi) insertion of item 'c' in paragraph 4 of article 25, to include expiration date on powers of attorney.

The EGM held on 07/27/2015 approved the following amendments to the Company's By-Laws: (i) sub-item I of article 3, by virtue of the expansion of its corporate purpose,

Natura Cosméticos SA issued this content on 29 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 01 May 2016 23:58:01 UTC. Original document available at http://natu.infoinvest.com.br/services/_pub/siteri-1/redirect.asp?grupo=5660&idioma=enu&arquivo=Annual Trustee Report for the 5th and 6th Issuance of Debentures.pdf&tipo=arquivo&protocolo_atual=