NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2004 Annual Meeting of Shareholders of Avon Products, Inc. will be held in the Ballroom at the W New York Hotel, 541 Lexington Avenue, New York,
New York 10022, on Thursday, May 6, 2004 at 10:00 a.m. for the following purposes:
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(1)
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To elect three (3) directors to three-year terms expiring in 2007;
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(2)
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To act upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent accountants for 2004;
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(3)
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To act upon a proposal to amend our Restated Certificate of Incorporation to increase the number of authorized shares of our Common Stock;
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(4)
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If presented, to consider and vote on a shareholder proposal requesting the elimination of the classification of the Board of Directors;
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(5)
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If presented, to consider and vote on a shareholder proposal requesting a report on the removal of parabens from the Companys products;
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(6)
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If presented, to consider and vote on a shareholder proposal requesting a report on the removal of dibutyl phthalate from the Companys products; and
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(7)
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To transact such other business as properly may come before the meeting.
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The Board of Directors has fixed the close of business on March 15, 2004 as the record date for the purpose of determining the shareholders who are
entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.
THE BOARD OF DIRECTORS URGES YOU
TO MARK, SIGN AND RETURN THE ENCLOSED PROXY
CARD
IN THE POSTAGE-PREPAID ENVELOPE PROVIDED
OR TO VOTE BY THE INTERNET OR BY TELEPHONE.
Gilbert L. Klemann, II
Senior Vice President,
General Counsel and Secretary
March 25, 2004
New York, New York
AVON PRODUCTS, INC.
1345 Avenue of the Americas
New York, NY 10105