20-F - LND - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANTTO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-35723

BRASILAGRO – COMPANHIA BRASILEIRA DEPROPRIEDADES AGRÍCOLAS

(Exact name of Registrant as specified in itscharter)

BrasilAgro – Brazilian Agricultural RealEstate Company

(Translation of Registrant’s name intoEnglish)

The Federative Republic of Brazil

(Jurisdiction of incorporation or organization)

Av. Brigadeiro Faria Lima, 1309, 5^th^floor, São Paulo, SP 01452-002, Brazil

(Address of principal executive offices)

Gustavo Javier Lopez

Chief Financial Officer and Investor RelationsOfficer

Tel.: +55 11 3035 5350 – E-mail: ri@brasil-agro.com

Av. Brigadeiro Faria Lima, 1309, 5^th^floorSão Paulo, SP 01452-002, Brazil

(Name, Telephone, E-mail or Facsimile numberand Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

| American Depositary Shares, each representing one ordinary share, no par value | LND | New York Stock Exchange |

| Ordinary Shares* | — | New York Stock Exchange* | | * | Not for trading, but only in connection with the registration of American Depositary Shares. | | --- | --- |

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Ordinary shares, no par value	102,683,444

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer ☐

| | | Emerging growth company ☒ |

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐	International Financial Reporting Standards as issued<br> <br>by the International Accounting Standards Board ☒	Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

TABLE OF CONTENTS

	Page
Part I	1
INTRODUCTION	1
ITEM 1—IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	4
ITEM 2—OFFER STATISTICS AND EXPECTED TIMETABLE	4
ITEM 3—KEY INFORMATION	4
ITEM 4—INFORMATION ON THE COMPANY	27
ITEM 4A—UNRESOLVED STAFF COMMENTS	52
ITEM 5—OPERATING AND FINANCIAL REVIEW AND PROSPECTS	53
ITEM 6—DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	77
ITEM 7—MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	89
ITEM 8—FINANCIAL INFORMATION	93
ITEM 9—THE OFFER AND LISTING	101
ITEM 10—ADDITIONAL INFORMATION	104
ITEM 11—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	133
ITEM 12— DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	134
Part II	136
ITEM 13—DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	136
ITEM 14—MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	136
ITEM 15—CONTROLS AND PROCEDURES	136
ITEM 16—[Reserved]
ITEM 16A—AUDIT COMMITTEE FINANCIAL EXPERT	137
ITEM 16B—CODE OF ETHICS	137
ITEM 16C—PRINCIPAL ACCOUNTANT FEES AND SERVICES	138
ITEM 16D—EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	138
ITEM 16E—PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	139
ITEM 16F—CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	139
ITEM 16G—CORPORATE GOVERNANCE	139
ITEM 16H—MINE SAFETY DISCLOSURE	141
ITEM 16I—DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	141
ITEM 16J—INSIDER TRADING POLICIES	141
ITEM 16K—CYBERSECURITY	141
Part III	143
ITEM 17—FINANCIAL STATEMENTS	143
ITEM 18—FINANCIAL STATEMENTS	143
ITEM 19—EXHIBITS	143

Part

INTRODUCTION

Unless the context otherwise requires, the term “BrasilAgro” refers to BrasilAgro – Companhia Brasileira de Propriedades Agrícolas and its consolidated subsidiaries; and unless indicated otherwise, the terms “we,” the “Company,” “our” or “us” refer to BrasilAgro. The term “Brazil” refers to The Federative Republic of Brazil.

Presentation of Financial Information

All references in this annual report to “real,” “reais” or “R$” are to the Brazilian real, the official currency of Brazil. All references to “dollars” or “US$” are to U.S. dollars, the official currency of the United States of America.

On June 30, 2024, the end of our last fiscal year, the exchange rate for reais into U.S. dollars was R$5.5589 to US$1.00, based on the selling rate as reported by the Central Bank of Brazil (Banco Central do Brasil), or the Central Bank. On June 30, 2023, the selling rate was R$4.8192 to US$1.00, and on June 30, 2022, the selling rate was R$5.2374 to US$1.00, in each case, as reported by the Central Bank. The real/U.S. dollar exchange rate fluctuates widely, and the selling rate on June 30, 2024 may not be indicative of future exchange rates. On September 30, 2024, the selling rate was R$5.4481 to US$1.00, as reported by the Central Bank.

Exchange Rates

Our dividends, when paid in cash, are denominated in reais. As a result, exchange rate fluctuations have affected and will affect the U.S. dollar amounts received by holders of ADSs on conversion of such dividends by The Bank of New York, as the ADS depositary. The Bank of New York converts dividends it receives from reais into U.S. dollars upon receipt, by sale or such other manner as it has determined, and distributes such U.S. dollars to holders of ADSs, net of The Bank of New York’s expenses of conversion, any applicable taxes and other governmental charges. Exchange rate fluctuations may also affect the U.S. dollar price of the ADSs.

The Brazilian government may impose temporary restrictions on the conversion of reais into foreign currencies and on the remittance to foreign investors of proceeds from their investments in Brazil. Brazilian law permits the government to impose these restrictions whenever it determines there is an imbalance in Brazil’s balance of payments or reason to expect that one will occur.

Financial Statements

The Brazilian real is our functional currency and that of our subsidiaries located in Brazil and is also the currency used for the preparation and presentation of our consolidated financial statements. Our fiscal year is from July 1 of each year to June 30 of the following year.

We prepare our annual consolidated financial statements in accordance with International Financial Reporting Standards, or IFRS Accounting Standards, as issued by the International Accounting Standards Board, or the IASB.

The selected financial information should be read together with our audited consolidated financial statements, including the notes thereto, included elsewhere in this annual report.

Crop Year, Harvest and Planting Season

Our agricultural production is based on the crop year, which varies according to each crop. The crop year for sugarcane is from January 1 to December 31 of each year, and the crop year for grains is from July 1 of each year to June 30 of the following year. We also make reference in this annual report to the planting season and the harvest season, or harvest period. In Brazil, the planting season for grains is from September to December of each year, and the planting season for sugarcane is from February to May of each year. The harvest period in Brazil for grains is from February to July of each year, and the harvest period for sugarcane is from April to November of each year.

Market Information

The market information included in this annual report concerning the Brazilian economy and the domestic and international agriculture industry was obtained from market research, publicly available information and industry publications from established public sources, such as the Central Bank, the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística), or the IBGE, the Brazilian Food Supply Company (Companhia Nacional de Abastecimento), or Conab, which is a state-owned company, the Brazilian Ministry of Agriculture, Livestock and Food Supply (Ministério da Agricultura, Pecuária e Abastecimento), or MAPA, the U.S. Department of Agriculture, or USDA, the United Nations Food and Agriculture Organization, or FAO, the United Nations, and the Organization for Economic Cooperation and Development, or OECD, as well as from other public institutions and independent sources as indicated throughout this annual report. We believe that such information is true and accurate as of the date it was made available, although we have not independently verified it.

Rounding

Certain percentages and amounts included in this annual report have been rounded for ease of presentation. Accordingly, figures shown as totals in certain tables may not be arithmetic aggregations of the figures that precede them.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 3(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Therefore, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, or any Public Company Accounting Oversight Board, or “PCAOB,” rules, which, if adopted in the future, would require mandatory audit firm rotation and auditor discussion and analysis pursuant to any future audit rule promulgated by the PCAOB (unless the U.S. Securities and Exchange Commission, or the SEC, determines otherwise). We take advantage of the exemption from providing an auditor’s attestation report and may decide to rely on other exemptions in the future, such as compliance with certain PCAOB rules. We do not know if some investors will find our common stock less attractive as a result. The result may be a less active trading market for our common stock and our stock price may become more volatile.

We could remain an “emerging growth company” until the earliest of (a) the last day of the first fiscal year in which our annual gross revenue exceeds US$1.235 billion, (b) the last day of our fiscal year following the fifth anniversary of the date of our first sale of our common equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended, or the Securities Act, (c) the date on which we have issued more than US$1 billion in non-convertible debt during the preceding three-year period, or (d) the date on which we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter.

Forward-Looking Statements

This annual report includes statements that constitute forward-looking statements. These statements are based on the beliefs and assumptions of our management and on information available to our management at the time such statements were made. Forward-looking statements include, but are not limited to: (a) information concerning possible or assumed future results of our operations, earnings, industry conditions, demand and pricing for our services and other aspects of our business described under “Item 4—Information on the Company,” “Item 5—Operating and Financial Review and Prospects” and “Item 11—Quantitative and Qualitative Disclosures About Market Risk”; and (b) statements that are preceded or followed by, or include, the words “believes,” “expects,” “anticipates,” “intends,” “is confident,” “plans,” “estimates,” “may,” “might,” “could,” “will,” “would,” the negatives of such terms or similar expressions.

The forward-looking statements included in this annual report relate to, among other factors:

●	our business prospects and future results of operations;
●	weather and other natural phenomena;
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●	global economic disruptions and disruptions to commodity markets due to global conflicts and events, including the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas, and related conflicts in the Middle East, which may exacerbate market pressures and economic volatility;
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●	increases in raw material costs, fuel costs and insurance premiums, especially in light of the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas, and related conflicts in the Middle East;
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●	developments in, or changes to, the laws, regulations and governmental policies governing our business, including limitations on ownership of farmland by foreign entities in certain jurisdiction in which we operate, environmental laws and regulations;
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●	the implementation of our business strategy;
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●	our plans relating to acquisitions, joint ventures, strategic alliances or divestitures;
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●	the implementation of our financing strategy and capital expenditure plan;
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●	the maintenance of relationships with our customers;
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●	the competitive nature of the industry in which we operate;
●	the cost and availability of financing;
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●	future demand for the commodities we produce;
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●	international prices for commodities;
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●	the condition of our land holdings;
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●	the development of the logistics and infrastructure for transportation of our products in the countries where we operate;
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●	the performance of the Brazilian and world economies;
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●	the relative value of the Brazilian real compared to other currencies; and
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●	the factors discussed under “Item 3—Key Information—3.D. Risk Factors” in this annual report.
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Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from our expectations. Many of the factors that will determine these results are beyond our ability to control or predict.

Any of the risk factors described under “Item 3—Key Information—Risk Factors” and those described elsewhere in this annual report or in our other filings with the SEC, among other things, could cause our results to differ from any results or conditions that might be projected, forecasted or estimated by us in any such forward-looking statements.

We undertake no obligation to publicly update any forward-looking statement, whether because of new information, future events or otherwise, except as required by applicable law or stock exchange regulation. Investors are cautioned not to put undue reliance on any forward-looking statements.

ITEM 1—IDENTITY OF DIRECTORS, SENIORMANAGEMENT AND ADVISERS

Not applicable.

ITEM 2—OFFER STATISTICS AND EXPECTEDTIMETABLE

Not applicable.

ITEM 3—KEY INFORMATION

A. (Reserved)

Not applicable.

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the offer and use of proceeds

Not applicable.

D. Risk Factors

Risks Relating to our Business and Industry

Our ability to implement our business strategysuccessfully may be adversely affected by numerous factors beyond our control, which may materially and adversely affect our business,financial condition and results of operations.

Our business strategy depends on our ability to acquire, develop, operate and sell our agricultural properties on a profitable basis. Our strategy is based on our ability to acquire agricultural properties at attractive prices, develop them into efficient and profitable operations and sell them at a profit in the medium and long term. These factors are essential for our prospects of success, but are subject to significant uncertainties, contingencies and risks within our economic, competitive, regulatory and operational environment, many of which are beyond our control. Our ability to execute our business strategy successfully is uncertain and may be adversely affected by any of the following factors, among others:

●	failure to pursue our business strategy;
●	failure or difficulty to acquire and sell agricultural properties at attractive prices;
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●	changes in market conditions or failure to anticipate and adapt to new trends in Brazil’s rapidly evolving agricultural sector;
●	inability to overcome certain limitations on the acquisition of land in Brazil by foreigners, as provided in the opinion of the Federal Attorney General’s Office (AGU), as further detailed in this annual report;
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●	failure to maintain the fiscal structure of our subsidiaries;
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●	inability to develop infrastructure and attract or retain personnel in a timely and effective manner;
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●	inability to identify service providers for our agricultural properties and projects;
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●	increased competition for suitable land from other agricultural real estate owners or developers, which increases our costs and adversely affects our profit margins;
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●	inability to develop and operate our agricultural properties profitably, which may result from inaccurate estimates regarding the cost of infrastructure, other investments or operating costs;
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●	failure, delays or difficulties in obtaining necessary environmental and regulatory permits;
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●	failure by purchasers of our properties to meet their payment obligations to us;
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●	increased operating costs, including the need for improvements to fixed assets, insurance premiums and property and utility taxes and fees that affect our profit margins;
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●	adverse climate conditions, such as global warming, which may contribute to the change of frequency of unpredictable or uncommon meteorological phenomena such as hurricanes and typhoons, as well as unpredictable and unusual patterns of rainfall, among others;
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●	unfavorable climate conditions in Brazil, Bolivia or Paraguay, particularly in the regions where we carry out our activities;
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●	the economic, political and business environment in Brazil, Bolivia or Paraguay, and specifically in the geographic regions where we invest and operate;
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●	inflation, fluctuating interest rates and exchange rates;
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●	disputes and litigation relating to our agricultural properties; and
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●	labor, environmental, civil and pension liabilities.
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We may not be able to continue acquiring suitable agriculturalproperties on attractive terms, and our inability to do so could have a material adverse effect on us.

In recent years, investments in Brazil’s agriculture sector have increased substantially. As a result, demand and valuations for the kind of properties we seek to acquire have escalated significantly. We believe that prices for such properties are likely to continue to increase in the medium and long-term, perhaps significantly as demand is expected to remain high. We compete with local and foreign investors, many of whom are larger and have greater financial resources than we do. Such investors may be able to incur operating losses for a sustained period, retain their real estate investments for a longer period than we can or accept lower returns on such investments. As a result, such investors may be willing to pay substantially higher prices for agricultural properties than we are able or willing to, depriving us of opportunities to acquire the best agricultural properties or increasing our acquisition costs. As a result of the foregoing, we cannot assure you that we will be able to locate and acquire suitable investments on reasonable terms or at all, and our inability to do so could have a material adverse effect on us.

The imposition of restrictions on acquisitionsof agricultural properties by foreign nationals may materially restrict the development of our business.

In August 2010, the then-president of Brazil approved the opinion of the Federal Attorney General’s Office (AGU) affirming the constitutionality of Brazilian Law No. 5,709/71, which imposes important limitations on the acquisition and lease of land in Brazil by foreigners and by Brazilian companies controlled by foreigners. Pursuant to this legislation, companies that are majority-owned by foreigners are not allowed to acquire agricultural properties in excess of 100 indefinite exploration modules, or MEI (which are measurement units adopted by the National Institute of Agrarian Development (Instituto Nacional de Colonização e Reforma Agrária, or “INCRA”), within different Brazilian regions, and which range from five to 100 hectares) absent the prior approval of the Brazilian Congress, while the acquisition of areas measuring less than 100 MEIs by such companies requires the prior approval of INCRA. In addition, agricultural areas that are owned by foreigners or companies controlled by foreigners shall not exceed 25% of the surface area of the municipality, of which area up to 40% shall not belong to foreigners or companies controlled by foreigners of the same nationality, meaning that the sum of agricultural areas that belong to foreigners or companies controlled by foreigners of the same nationality shall not exceed 10% of the surface area of the relevant municipality. In addition, INCRA is also required to verify if the agricultural, cattle-raising, industrial or colonization projects to be developed in such areas were previously approved by the relevant authorities. After that analysis, INCRA will issue a certificate allowing the acquisition or rural lease of the property. The purchase and rural lease of agricultural properties that do not comply with the aforementioned requirements need to be authorized by the Brazilian Congress. In both cases, it is not possible to determine an estimated time frame for the approval procedure, since at the date of this annual report, there are no known cases on the granting of such certificates.

Recently, Brazilian Law No. 13,986, of April 7, 2020, amended Law No. 5,709/91 and provided that the limitations mentioned above do not apply to: (i) the pledge of real estate as collateral (including the fiduciary transfer of real estate property); and (ii) debt settlements arising from the execution of real estate collateral. Both exceptions favor Brazilian companies controlled by foreigners or foreign entities.

We are unable to determine with certainty what percentage of our share capital is owned directly or indirectly by foreign ultimate beneficial owners. If Brazilian authorities determine that we are not in compliance with Law No. 5,709/71, the acquisitions and leasing completed by us after the approval of the opinion of the Federal Attorney General’s Office (AGU) in 2010 may be challenged, which could also result in substantial delays in our future acquisitions of rural properties and our inability to obtain the necessary governmental approvals. Additionally, acquisitions made in violation of existing laws and regulations may be declared null and void.

The applicability of Law No. 5,709/71 is being discussed in the Original Civil Action (Ação Cível Originária) No. 2,463 and in the Action for Breach of Constitutional Provision (Ação de Descumprimento de Preceito Fundamental) No. 342, both before the Brazilina Supreme Court (STF). The first action (Original Civil Action No. 2,463) concerns the Opinion No. 461/2012-E of the General Inspectorate of Justice of the State of São Paulo (Corregedoria-Geral de Justiça do Estado de São Paulo), which established that notaries and real estate registry officials of the State of São Paulo would be exempt from complying with the restrictions imposed by Law No. 5,709/71 and by Decree No. 74,965/74. The second action (Action for Breach of Constitutional Provision No. 342), which is related to the first lawsuit, was filed on April 16, 2015 by the Brazilian Rural Society (Sociedade Rural Brasileira) questioning the applicability of paragraph 1, article 1, of Law No. 5,709/71 and consequently, of the opinion issued by the Federal Attorney General’s Office (AGU) in 2010.

A trial began before the Brazilian Supreme Court (STF) in February 2021, with the vote of the rapporteur Justice stating that the restrictions on companies considered to be controlled by a foreign entity must be maintained. A second Justice asked to pause the proceedings to review the file, thereby interrupting the trial, which was only resumed in June 2021, when the Justice presented his vote diverging from the rapporteur, confirming the inapplicability of the restrictions. As of the date of this annual report, a final judgment is still pending, and we are not able to provide an estimate of the timeframe for a final judgment to be issued by the Supreme Court. Depending on the final decisions of these pending lawsuits, we may need to modify our business strategy and intended practices in order to be able to acquire agricultural properties.

Additionally, there is an ongoing relevant corporate dispute between a foreign investor and a Brazilian corporation involving the sale of an invested company. In 2017, the foreign investor acquired 49.41% of the invested company, however, the local investor is contesting the transfer of the remaining 50.59% due to various contractual breaches. Among the local investor’s allegations is a request to annul the share purchase agreement based on a supposed violation of Law No. 5709/71, which regulates restrictions on the acquisition of real estate by foreigners in Brazil. Furthermore, other lawsuits with the same objective have been filed in Brazil, including a public civil action against the foreign investor, INCRA, and the Brazilian federal government, challenging the violation of the restrictions under Law No. 5.709/71.

The disputes between these important investors also led certain other private parties to file public civil actions against the largest agricultural companies in Brazil alleging potential violations of Law No. 5709/71 that may also negatively impact us. Also, the disputes between the aforementioned investors may lead potential rural property sellers to challenge the purchases made by the Company, alleging that, since BrasilAgro has foreign shareholders in its shareholder base, it is possible that there have been violations under Law No. 5,079/71 in connection with our acquisitions.

This may have the effect of increasing the number of transactions we must complete, which would increase our transaction costs. It may also require us to adopt alternative measures to reduce our interest in companies that own or lease rural properties, including entering into joint ventures, which increases the complexity and risks associated with these transactions.

Any regulatory limitations and restrictions may substantially limit our ability to acquire rural properties, increase the investments, transaction costs or complexity of such transactions or complicate the necessary regulatory procedures, any of which could materially and adversely affect us and our ability to successfully implement our business strategy.

For more information, see “Item 4—Information on the Company—Business Overview—Ownership of Agricultural Land in Brazil by Foreigners.”

A substantial portion of our assets consistsof illiquid agricultural properties that may affect our ability to carry out sales of properties timely and profitably, which could havea material adverse effect on us.

Our business strategy is based on the appreciation of the capital invested in our agricultural properties and the liquidity of those investments. We cannot assure you that the value of our agricultural properties will increase in the short, medium or long term, or at all, or that we will be able to monetize our agricultural investments successfully. Agricultural real estate assets are, as a general rule, illiquid and volatile, and agricultural properties in Brazil are especially illiquid and volatile. As a result, it may be difficult for us to promptly adjust our portfolio of properties in response to changes in economic or business conditions, and we may be unable to find purchasers willing to acquire our agricultural properties at prices that are favorable to us. Lack of liquidity and volatility in local market conditions would adversely affect our ability to carry out sales of properties timely and profitably, which could have a material adverse effect on us.

Fluctuation in market prices for our agriculturalproducts could adversely affect us.

We are not able to obtain hedging protection or minimum price guarantees for the entirety of our production and therefore we are exposed to significant risks associated with the level and volatility of crop prices. The prices we are able to obtain for our agricultural products from time to time will depend on many factors beyond our control, including:

●	global commodity prices, which historically have been subject to significant fluctuations over relatively short periods of time, depending on worldwide food supply and demand as well as factors related to financial speculation;

●	disruptions in commodity markets caused by global events,
●	global economic disruptions and disruptions to commodity markets due to global conflicts and events, including the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas, and related conflict in the Middle East, which may exacerbate disruptions, market pressures and volatility;
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●	increases in raw material costs, fuel costs and insurance premiums, especially in light of the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas, and related conflicts in the Middle East;
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●	weather conditions, or natural disasters in areas where agricultural products are cultivated;
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●	worldwide inventory levels (i.e., supply or stock of commodities carried over from year to year);
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●	the business strategies adopted by other major companies operating in the agricultural and agribusiness sectors;
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●	changes in agriculture subsidies with regard to certain important producers (mainly in the United States and the European Economic Community), trade barriers with regard to certain important consumer markets and the adoption of other government policies affecting market conditions and prices;
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●	available transportation methods and infrastructure development in the regions where we operate or in remote areas serving local markets and which affect the local prices of our crops; and
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●	cost of raw materials; and supply of and demand for competing commodities and substitutes.
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In addition, we believe there is a close relationship between the value of our agricultural properties and market prices of the commodities we produce, which are affected by global economic and other conditions. A decline in the prices of grains, sugar or related by-products below their current levels for a sustained period of time would significantly reduce the value of our land holdings and materially and adversely affect our business, financial condition and results of operations.

Ethanol prices are correlated with the priceof sugar and are also closely correlated with the price of oil, so that a decline in the price of any of these commodities may adverselyaffect our sugarcane business.

A vast majority of ethanol in Brazil is produced at sugarcane mills that produce both ethanol and sugar. Because sugarcane millers are able to alter their product mix in response to the relative prices of ethanol and sugar, the prices of both products are directly correlated, and the correlation between ethanol and sugar may increase over time. Sugar prices in Brazil are determined by prices in the world market, resulting in a correlation between Brazilian ethanol prices and world sugar prices.

In addition, gasoline prices in Brazil are influenced by the Brazilian government. Because flex-fuel vehicles, which have become popular in Brazil, allow consumers to choose between gasoline and ethanol at the pump, ethanol prices are correlated to gasoline prices and, consequently, oil prices.

Oil prices varied sharply in 2022, 2023 and 2024, with a record demand shock along with excess supply created by internal dispute among OPEC+ members. In March 2020, a dispute between Saudi Arabia and Russia sparked oil price volatility, which continued through 2024 as a direct result of the Russian invasion of Ukraine, the recent conflict between Israel and Hamas, and related conflicts in the Middle East, thereby bringing the price of oil to its highest level since 2008.

A decline in sugar prices could have an adverse effect on the financial performance of our sugarcane businesses.

Substantially all of our revenue is derivedfrom a small number of customers, which may adversely affect our business, financial condition and results of operations.

We currently sell a substantial portion of our total crop production to a small number of customers who have considerable bargaining power. For instance, in the year ended June 30, 2024, three of our customers were responsible for 43.5% of our revenue, and each of these three customers was responsible for at least 10% of our revenue. Of these three customers, two were responsible for 41.1% of our revenue in the grain/cotton segment, and one was responsible for 56.8% of our revenue in the sugarcane segment.

Comparatively, in the year ended June 30, 2023, three of our customers were responsible for 45.8% of our revenue, and each of these three customers was responsible for at least 10.0% of our revenue. Of these three customers, one was responsible for 63.1% of our revenue in the sugarcane segment, and two were responsible for 42.0% of our revenue in the grains/cotton segment. See Note 21 to our financial statements included elsewhere in this annual report.

The strong competition between a relatively fragmented sector of agricultural producers in the internal and external markets further increases the bargaining power of our highly concentrated customer base. Thus, we may not be able to maintain or form new relationships with customers, which could have a material adverse effect on our business, financial condition and results of operations.

Concentration among our customer base also increases the adverse consequences to us should we lose any of our customers or if any of our customers defaults on their obligations to us, either in the form of non-payment or through a breach of any contractual provision or obligation, such as shipping failures or delays. Delays in the shipment of our products could directly affect the planning of our harvest, which could generate losses and result in additional costs to us.

We are dependent on third-party serviceproviders and subject to recent changes in the Brazilian labor legal framework.

In addition to our own personnel, we are highly dependent on third-party contractors to develop and cultivate our agricultural properties, and to provide the machinery and equipment needed for such purposes. As a result, our future success depends on the skill, experience, knowledge and efforts of our third-party service providers. We cannot assure you that we will be able to continue to hire the desired third-party service providers for our agricultural properties or that such providers will have the ability to ensure quality agricultural production in an efficient manner, and at competitive prices. Our failure to hire the desired service providers for our agricultural properties, or their failure to provide quality services, or the revocation or termination or our failure to renew our service contracts or negotiate new contracts with other service providers at comparable prices and terms could adversely affect us.

Our dependence on third-party contractors also subjects us to the risk of labor claims alleging that an employment relationship exists between us and our contractors’ personnel, and that, as a result, we are secondarily liable for our contractors’ labor and social security payment obligations, lease payments or other obligations.

Moreover, pursuant to Brazilian environmental law, we are jointly and severally liable, together with our contractors, for all environmental damage caused by our third-party contractors, irrespective of our fault. Such obligations or our costs for defending against any such claims may be significant and could have a material adverse effect on us if we were held liable.

Changes in government policies involvingbiofuels may adversely affect our business, financial condition and results of operations.

Government policies for encouraging biofuels as a response to environmental concerns have had, and are likely to continue to have, an impact on commodities prices. The nature and scope of future legislation and regulations affecting our markets are unpredictable, and we cannot assure you that current concessions, prices or market protections involving biofuels will be maintained in their current form for any period of time. Any change in the support afforded to biofuels by the United States government or any other government may result in stagnation or decline in the market prices of certain agricultural commodities and consequently the price of our agricultural properties, which may adversely affect our business, financial condition and results of operations.

Because we are subject to extensive environmental regulation,our business, financial condition and results of operations could be adversely affected if we are held liable for breach of such regulation.

Our business activities in Brazil are subject to extensive federal, state and municipal laws and regulations concerning environmental protection, which impose on us various environmental obligations, such as environmental licensing requirements, minimum standards for the release of effluents, use of agrochemicals, management of solid waste, protection of certain areas (legal reserve and permanent preservation areas), and the need for a special authorization to use water, among others. The failure to comply with such laws and regulations may subject the violator to administrative fines, mandatory interruption of activities and criminal sanctions, in addition to the obligation to rectify damages and pay environmental and third-party damage compensation, without any caps. In addition, Brazilian environmental law adopts a joint and several and strict liability system for environmental damages, which makes the polluter liable even in cases where it is not negligent and would render us jointly and severally liable for the obligations of our contractors or off-takers. If we become subject to environmental liabilities, any costs we may incur to rectify possible environmental damage would lead to a reduction in our financial resources, which would otherwise remain at our disposal for current or future strategic investment, thus causing an adverse impact on our business, financial condition and results of operations.

As environmental laws and their enforcement become increasingly stricter, our expenses for complying with environmental requirements are likely to increase in the future. Furthermore, the possible implementation of new regulations, changes in existing regulations or the adoption of other measures could cause the amount and frequency of our expenditures on environmental preservation to vary significantly compared to present estimates or historical costs. Any unplanned future expenses could force us to reduce or forego strategic investments and as a result could materially and adversely affect our business, financial condition and results of operations.

If we fail to innovate and utilize modernagricultural technologies and techniques to enhance production and yields of our acquired agricultural properties, we may be adverselyaffected.

Our business model is focused on our acquiring underdeveloped or underutilized agricultural properties and improving them by applying evolving agricultural technologies and techniques. Therefore, our strategy depends to a large extent on our ability to obtain and apply modern agricultural techniques and technologies to enhance the value of the properties we acquire. If we are unable to apply in a timely manner the most advanced technologies and farming techniques required to add value to our agricultural properties and make our products competitive and attractive to local and international investors, our business, financial condition and results of operations would be adversely affected.

We may experience difficulties implementingour investment projects, which may affect our growth prospects.

Part of our strategy with regard to our agricultural properties consists of investing in support infrastructure in order to increase the value of such agricultural properties. In implementing our investment projects, we may face a number of challenges, including: (i) failures or delays in acquiring necessary equipment or services; (ii) higher costs than those originally estimated; (iii) difficulties securing the necessary environmental and government licenses; (iv) changes in market conditions, which could render the projects less profitable than originally estimated; (v) impossibility or delays in acquiring land at attractive prices, or an increase in the land prices on account of growing demand for land by our competitors; (vi) impossibility of, and delay in identifying and acquiring land that is in compliance with Brazilian real estate property laws; (vii) lack of capacity to develop infrastructure and attract qualified labor on a timely and efficient basis; (viii) disputes and litigation relating to the land we acquire; (ix) cultural challenges deriving from the integration of new management and employees in our organization; and (x) the need to update accounting systems, administrative data and human resources. Our inability to manage these risks would adversely affect us.

Property prices in Brazil could declinesignificantly, which could adversely affect the value of our property holdings.

Real estate property prices in Brazil are influenced by a wide variety of factors beyond our control, and therefore we cannot assure you that property values will continue to increase or that property prices will not decline. A significant decline in property prices in Brazil could adversely affect the value of our property holdings.

Failure to retain and attract qualifiedpersonnel could harm our business.

We are highly dependent on the services of our technical and administrative staff. If we lose any of our senior management, or require additional management personnel, we will have to attract similarly qualified administrative and technical personnel. There is significant demand for high-level, technical personnel with the skills and know-how required to operate our business, and we compete for this talent in the global market. The availability of attractive opportunities in Brazil and other countries may adversely affect our ability to hire or retain highly-qualified personnel. If we fail to attract and retain the professionals we need to expand and manage our operations, our business may be materially and adversely affected.

Adverse weather conditions may have an adverseimpact on our agricultural properties and products and, to a lesser extent, our cattle production.

The occurrence of severe weather conditions, including droughts, floods, heavy rainfall, hail, frost or extremely high temperatures is unpredictable and has had and could have in the future a potentially devastating impact on our agricultural properties or production and, to a lesser extent, our cattle production. Adverse weather conditions may be exacerbated by the effects of climate change. In recent years, different regions in Brazil have been affected by extreme weather conditions, and the regions where our properties are located have also experienced high temperatures and severe drought in recent years. The effect of severe weather conditions may materially reduce the productivity of our farms, impairing our revenue and cash flow, and requiring higher levels of investment or significant increases in our operating costs, any of which could have a material and adverse impact on us.

Diseases may affect our crops and cattle,potentially destroying all or part of our production.

The occurrence and effect of diseases can be unpredictable and devastating on crops, potentially rendering useless all or a significant portion of the affected crops. The cost of preventing and treating crop disease tends to be high. For example, diseases, such as Asian soybean rust (Phakopsorapachyrhizi) and pests, like corn earworm (Helicoverpa zea) and cotton bollworm (Helicoverpa armigera), can spread and may result in lower crop yields and higher operating costs. Currently, Asian soybean rust, corn earworm and cotton bollworm can only be controlled, not eliminated.

Diseases affecting our cattle herds, such as tuberculosis, brucellosis and foot-and-mouth disease, can render cows unable to produce meat for human consumption. Outbreaks of cattle diseases may also result in the closure of certain important markets for our cattle products, such as the United States. Although we abide by national veterinary health guidelines, which include laboratory analyses and vaccination, to control diseases among the herds, especially foot-and-mouth disease, we cannot assure that future outbreaks of cattle diseases will not occur. A future outbreak of diseases among our cattle herds may adversely affect our cattle sales which could adversely affect our financial condition and results of operation.

The origination and spread of diseases may occur for many reasons beyond our control, including the failure of other producers to comply with applicable health and environmental regulations. The appearance of new diseases or the mutation or proliferation of existing diseases could damage or completely destroy our crops and cattle herds, which would materially and adversely affect our business, financial condition and results of operations.

Fires and other accidents may affect ouragricultural properties and adversely affect us.

Our operations are subject to various risks affecting our agricultural properties and agricultural installations, including destruction of farms and crops by fire and other natural disasters or events, and theft or other unexpected loss of grains or fertilizers and supplies. We could be materially and adversely affected if any of these risks were to occur.

Widespread uncertainties and fraud involvingownership of real estate in Brazil may adversely affect us.

Under Brazilian law, ownership of real estate is conveyed only upon proper registration and filing of the relevant public deeds with the Real Estate Registry Office with jurisdiction where the property is located. In certain locations in Brazil, it is frequent to come across real estate registry errors, including duplicate or fraudulent certificates of enrollment and legal challenges. Lawsuits concerning the lawful title of real estate are prevalent in Brazil and, as a result, there is a risk that such errors, fraud or challenges adversely affect our business, financial condition and results of operations, thereby causing the loss of all or substantially all of our agricultural properties.

We depend on international trade and economicand other conditions in our key export markets.

Brazil’s current agricultural production capacity is greater than the demands of its domestic agricultural market. Agriculture exports account for an increasingly significant portion of our revenue, especially as our rehabilitated farm properties gain crop production capabilities and increased yield. Therefore, our results of operations increasingly depend on political, economic and regulatory conditions in our principal export markets. The ability of our products to effectively compete in these export markets may be adversely affected by a number of factors beyond our control, including the deterioration of macroeconomic conditions, the volatility of exchange rates, the imposition of tariffs or other trade barriers or other factors in those markets such as regulations relating to the chemical content of agricultural products and safety and health regulations.

Due to the growing market share of Brazilian agricultural and beef products in the international markets, Brazilian exporters are increasingly being affected by tariffs and other barriers imposed by importing countries, in order to, among other things, protect local producers by limiting access of Brazilian companies to their markets. For example, the European Union imposes protective tariffs designed to mitigate the effects of Brazil’s lower production costs on local European producers. Developed countries also use direct and indirect subsidies to enhance the competitiveness of their producers in other markets.

The adoption of measures by a given country or region, such as restrictions, import quotas or suspension of imports could substantially affect the export volume of agricultural products and, consequently, our results of operations.

In July 2018, the U.S. and China began imposing tariffs on approximately $34 billion of each other’s exports. Subsequently, the U.S. imposed tariffs on an additional $216 billion in Chinese goods, and China imposed tariffs on an additional $76 billion worth of U.S goods. Negotiations to resolve the trade dispute are currently ongoing. Continued global trade tensions may lead to the imposition of further tariffs or other future geopolitical economic developments. Future actions of the U.S. administration or other countries, including China, with respect to tariffs or international trade agreements and policies remain currently unclear. We are unable at this time to predict the outcome of the trade tensions between the United States and China. The escalation of such trade tensions between the United States and China, and the imposition of tariffs, retaliatory tariffs or other trade restrictions may result in a rebalancing of global export flows in our key export markets and an increase in global competition, which in turn could adversely affect our business, financial condition and results of operations.

If the competitiveness of our products in one or more of our significant markets were to be affected by any one of these events, we may not be able to reallocate our products to other markets on comparable terms, which could therefore adversely affect our business, financial condition and results of operations.

A worldwide economic downturn could weakendemand for our products and lead to lower prices.

Demand for our products may be affected by international, national and local economic conditions that are beyond our control. Adverse changes in the perceived or actual economic conditions, such as higher fuel prices, higher interest rates, stock and real estate market declines and associated volatility, more restrictive credit markets, higher taxes, and changes in governmental policies could reduce the level of demand for, or the prices of, our products. We cannot predict the duration or magnitude of a downturn or the timing or strength of economic recovery. If a downturn were to occur or continue for an extended period of time or worsen, we could experience a prolonged period of decreased demand and prices. In addition, economic downturns may adversely affect our suppliers, which can result in disruptions to our operations and financial losses. Moreover, the deterioration of global economic conditions, particularly in relevant economies, such as the United States, China and Europe, may ultimately decrease the demand for our products and have a material adverse effect on our financial condition and results of operations.

Fluctuations in the value of the Brazilian real in relationto the U.S. dollar could adversely affect us.

Foreign exchange fluctuations, particularly of the Brazilian real against the U.S. dollar, may significantly affect our results of operations given that: (1) our products and the basic supplies used in our production are traded internationally; (2) soybean prices are defined based on prices prevalent on the Chicago Board of Trade, or CBOT; and (3) most markets are served by several suppliers from different countries, and competitiveness of farm products abroad may increase in relation to ours in light of the appreciation of the Brazilian currency in relation to the U.S. dollar. Fluctuations in the value of the real in relation to the U.S. dollar could impact our export revenue, our sales in U.S. dollars in the Brazilian market and our financial expenses and operating costs, which may adversely affect our business, financial condition and results of operations.

The real has suffered frequent depreciations and appreciations in relation to the U.S. dollar and other foreign currencies during the past decade. The Brazilian government has in the past utilized different exchange rate regimes, including sudden devaluations, periodic mini devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and a floating exchange rate system. Since 1999, Brazil has adopted a floating exchange rate system with interventions by the Central Bank in buying or selling foreign currency. From time to time, there have been significant fluctuations in the exchange rate between the Brazilian real and the U.S. dollar and other currencies. The devaluations in more recent periods resulted in significant fluctuations in the exchange rates of the real against the U.S. dollar and other currencies.

In 2021, the real depreciated by 7.4% against the U.S. dollar, and on December 31, 2021, the real/U.S dollar exchange rate was R$5.5799. In 2022, the real appreciated by 6.5% against the U.S. dollar, and the real/U.S. dollar exchange rate was R$5.2177 per US$1.00 on December 31, 2022. In 2023, the real appreciated by 7.2% against the U.S. dollar, and on December 31, 2023, the real/U.S dollar exchange rate was R$4.8413. In 2024, by September 30, 2024, the real depreciated by 12.5% against the U.S. dollar, and the real/U.S. dollar exchange rate was R$5.4481 per US$1.00 on September 30, 2024. There can be no assurance that the real will not depreciate or appreciate against the U.S. dollar in the future.

We also hold derivative financial instruments to hedge risks relating to revenue from exports and operating costs denominated in foreign currencies. If we fail to manage these instruments properly, we may be adversely affected by our exposure to these risks, which may have a material adverse effect on our financial condition and results of operations.

Our business is seasonal, and our revenuemay fluctuate significantly depending on the growing cycle of our crops.

Agribusiness operations are predominantly seasonal in nature. In Brazil, the harvest of soybean and corn generally occurs from February to June. The annual sugarcane harvest period in Brazil normally begins in April and ends in November of each year. Therefore, our results of operations are likely to continue to significantly fluctuate between the planting and harvest periods of each crop, which cause fluctuations in our cash flows as a result of disparities between our revenue stream and our fixed expenses. In addition, seasonality creates limited windows of opportunity for our producers to complete required tasks at each stage of crop cultivation. Should events such as adverse weather conditions (including deluges of rain as has recently been the case throughout Brazil) or transportation interruptions occur during these seasonal windows, we may face reduced revenue without an opportunity to recover until the following crop’s planting. Finally, because of the effects of seasonality, our quarterly results may not be indicative of our annual results.

Our growth plan will require additionalcapital, which may not be available on terms and conditions acceptable to us, or at all.

Our operations require a significant amount of capital. We may need to seek additional capital by issuing shares or debt instruments, or by incurring indebtedness. Our ability to raise capital will depend on our future profitability, which is currently uncertain, and on political and economic conditions in Brazil and the international agricultural and real estate markets. Depending on these and other factors, many of which are beyond our control, additional capital may not be available at all or on conditions that are favorable or acceptable to us. If we are required to finance our activities through indebtedness, it is likely that the terms of that debt will impose upon us obligations or covenants, financial or otherwise, that could restrict our operational flexibility. Should we fail to raise additional capital under conditions that are acceptable to us, our business, financial condition and results of operations could be adversely affected.

We plan to continue to use financial derivative instruments,which may result in substantial losses.

We plan to continue to use derivative financial instruments, mainly commodity hedge derivatives, foreign exchange derivatives and exchange rate swaps. If we enter into such hedging agreements and future prices of the underlying commodities differ from our expectations, we may incur substantial losses which could have an adverse effect on our financial condition and results of operations.

Furthermore, our hedging strategies may not properly take account of the effects of foreign exchange or commodity variations on our financial position. On entering into forward exchange and commodity agreements, we will be subject to the risk that our counterparties could fail to meet the conditions of such agreements. We may not be able to receive compensation for losses and damages from any defaulting counterparty through legal remedies, on account of laws protecting against bankruptcy or other similar protections for insolvent debtors, foreign laws restricting cross-border legal remedies, or for other reasons, which may adversely affect our business, financial condition and results of operations.

We may not be successful in our future partnershipsand strategic relationships.

We have entered into strategic partnerships and alliances in order to benefit from certain business opportunities. We cannot predict if such strategic partnerships and alliances will be successful or if more partnerships and alliances will take place. Our ability to successfully expand our business by means of strategic partnerships and alliances depends on various factors, including our ability to negotiate favorable conditions for such partnerships and alliances, in addition to factors beyond our control, such as our partners’ compliance with obligations arising from the partnership. Furthermore, our expectations regarding the benefits of these partnerships may not materialize. If we are unable to develop successful strategic partnerships and alliances, we could also be adversely affected.

Capital control restrictions imposed byBrazilian or foreign governments may adversely affect us.

Restrictions on capital movements, including dividend distributions, and changes in tax laws in the jurisdictions where we and our subsidiaries are incorporated or operate may adversely affect the ability of our subsidiaries to distribute dividends to the Company and to our shareholders.

We and our subsidiaries are incorporated and operate in several jurisdictions, including Bolivia and Paraguay. The governments of these jurisdictions may impose restrictions on: (i) the conversion of local currency into foreign currency; (ii) the distribution of the results of investments by foreign investors; and (iii) the the distribution of dividends and other capital distributions to shareholders in those jurisdictions. As a result, we may be limited or restricted from distributing dividends or making other capital distributions to our shareholders. In addition, these restrictions may also affect the market price of our common shares and ADRs.

Restrictions and difficulties relating tothe transfer of rural properties may adversely affect us.

Pursuant to applicable laws and regulations in the countries in which we operate, we may experience difficulties and delays with respect to the transfer of rural properties and the associated titling procedures.

As is the case of Brazil, in the other countries in which we operate, there are also laws that impose limitations on the purchase and lease of rural land by foreigners and companies controlled by foreigners, including: (i) Law No. 26,737 in Argentina; (ii) Law No. 1,715 in Bolivia; and (iii) Law No. 2,532 in Paraguay. There is also a proposed bill for the national protection of rural land in Paraguay, which could adversely impact our operations if it is enacted into law.

In Bolivia, for example, Law No. 1,715 regulates the process for the reorganization of rural properties and whose scope consists of perfecting real estate titles in favor of individuals. The procedures conducted by the National Institute of Agrarian Reform of Bolivia (INRA), its speed of the process and the actual transfer and titling are subject to various interferences, whether political in nature or derived from actions by third parties who intend to challenge our property transfer and titling procedures.

These restrictions and difficulties, which exist in some form in all the countries in which we operate, may affect the liquidity of our properties and make it more difficult for financial institutions to grant credit to us.

Our significant shareholders and certainmembers of our board of directors may have interests that differ from those of our other shareholders.

Our significant shareholders have other numerous investments and may have other priorities that may conflict with those of our other shareholders, and as a result thereof, significant conflicts of interest may arise between them. This situation may give rise to actual or apparent conflicts of interest as such directors and officers may have fiduciary duties or other interests owed to both us and our significant shareholders. It may also limit the ability of directors and officers linked to our significant shareholders to participate in certain matters.

In addition, as a result of our significant shareholders’ ownership interest in us, conflicts of interest could arise with respect to transactions involving our ongoing business activities, and the resolution of these conflicts may not be favorable to us. Specifically, business opportunities, including but not limited to potential targets for rural property acquisitions, may be attractive to our significant shareholders and us. We may not be able to resolve any potential conflicts and, even if we do so, the resolution may be less favorable to us than if we were dealing with an unaffiliated party.

Increases in the price of raw materialsand oil may adversely affect us.

Our agricultural properties are located in Brazil’s cerrado biome (also known as the Brazilian savannah region), a location where the soil is mostly acidic and not very fertile, requiring the use of lime and fertilizers. Our operations require other raw materials such as pesticides and seeds which we acquire from local and international suppliers. We do not have long-term supply contracts for these raw materials and therefore are exposed to the risk of cost increases. A significant increase in the price of lime, fertilizers or other raw materials we use would likely reduce our profitability or otherwise adversely affect our business operations as these are not costs that can readily be passed on to our customers. In addition, certain of our production costs, including fertilizers and the cost of leasing agricultural machinery, are linked to the international price of oil and its derivatives. Therefore, if the price of oil increases significantly, our results of operations could be adversely affected.

We also rely on fertilizers and agrochemicals, many of which are petrochemical based. In our segments related to agricultural activity (grains, cotton, sugarcane and cattle raising), fertilizers and agrochemicals represented approximately 30% of our total cost of production (including manufacturing and administrative expenses) for the 2023/2024 harvest year. Worldwide production of agricultural products has increased significantly in recent years in response to increased demand for agrochemicals and fertilizers. However, supply shortages have continued to exist and have been aggravated by the ongoing conflict between Russia and Ukraine.

In addition, because Russia is one of the world’s largest oil and fertilizer exporters, we expect recent global developments relating to the ongoing conflict between Russia and Ukraine, and resulting export disruptions, will likely lead to decreased global supply and increased fuel prices, the effects of which could be more acute if the members of the Organization of the Petroleum Exporting Countries – OPEC decide not to, or are unable to, increase their oil production.

Political risks remain present mainly from the escalating conflict between Russia and Ukraine, medium-term relationship tensions between the United States and China, uncertainty over government instabilities in Europe and other local geopolitical risks. The materialization of these risks may affect global growth and decrease investors’ interest in assets from Brazil and other countries in which we do business, which may materially and adversely our business, financial condition, results of operations and, therefore, adversely affect the market price of our shares, including of our ADSs, making it more difficult for us to access capital markets and, as a result, to finance our operations in the future.

We cannot predict the price and future availability of fuel or fertilizers with any degree of certainty, and significant increases in fuel prices or fertilizers, or the unavailability of fertilizers and other raw materials, may adversely affect our business, financial condition and results of operations.

Delays or failures in the delivery of rawmaterials used by us and our suppliers could have an adverse effect on us.

We depend on suppliers to provide us with fertilizers, seeds, other raw materials and machinery services. Possible delays in the delivery of such items may delay our planting efforts until we are able to establish agreements with other suppliers, or may delay our harvest in case of delay in delivery of machinery. Accordingly, any delays, failures or defects in the delivery of raw materials or inputs or with regard to the provision of services to us by our suppliers could adversely affect our business and results of operations. See “—Our business, financial condition and results of operations may be adversely affected by lack of transportation, storage and processing infrastructure in Brazil, which represents an important challenge for the Brazilian agricultural and agricultural real estate sectors.”

We may be adversely affected by the ongoingconflict between Russia and Ukraine, the conflict between Israel and Hamas, related conflicts in the Middle East, and the ensuing globalgeopolitical and economic instability.

The ongoing conflict between Russia and Ukraine has significantly disrupted supply chains and international trade. Following Russia’s invasion of Ukraine in February 2022, the United States, the United Kingdom, the European Union and other countries and supra-national entities have imposed comprehensive economic sanctions against Russia, including financial measures such as freezing Russia’s central bank assets and limiting its ability to access its U.S. dollar reserves. The United States, the United Kingdom and the European Union have also banned businesses from dealing with the Russian central bank, its finance ministry and its sovereign wealth fund. Certain Russian banks have also been removed from the Swift bank messaging system, which enables the transfer of money across borders. The United States, the United Kingdom and the European Union continue to impost or consider the imposition of additional sanctions on Russian entities and individuals, including major Russian companies and the Russian state. The United States, the United Kingdom and the European Union have also imposed sanctions on individuals with close ties to the Russian government, including their family members and close associates, as well as on the assets held by them worldwide.

The effects of the ongoing conflict between Russia and Ukraine on the Russian and global economy remains uncertain. However, they have resulted in significant volatility in financial markets, as well as an increase in energy and commodity prices globally. As a result, in particular, the availability and price of fertilizers for the 2023/2024 harvest year is subject to significant uncertainty in Brazil and the other countries in which we operate. From a supply point of view, Brazil and the other countries in which we operate are highly dependent on imports of fertilizers from Russia and other neighboring countries. In addition, fertilizer prices, which had already risen before the conflict, have continued to rise and have led producers to delay purchase negotiations. As a result of such supply risks, we believe that there may be shortages of some types of fertilizers (mainly of potash-based products). We may also be unsuccessful in finding alternative direct imports from non-sanctioned regions or in increasing our prices to reflect increased supply costs in the future. Failure to obtain fertilizer on favorable terms, or at all, could have a material adverse effect on our business, financial condition and results of operations.

The war in Ukraine has led to significant disruptions in global agriculture, and in the energy and fertilizer markets, causing price volatility and supply chain challenges. Similarly, the conflict between Israel and Hamas, and related conflicts in the Middle East, have the potential to affect global grain and fertilizer prices, further exacerbating the cost pressures on our operations. In addition, the increase of fuel and fertilizer prices, as well as logistical costs resulting from these conflicts, may have an adverse effect on our business, financial condition, and results of operations.

On October 7, 2023, the military-winged Islamic organization called Hamas infiltrated Israel’s Southern border from the Gaza Strip and carried out a series of attacks against civilian and military targets, including firing rockets toward Israeli cities. Shortly following the attack, Israel’s security cabinet declared war against Hamas. The intensity and duration of Israel’s current war against Hamas is difficult to predict, as well as such war’s economic implications on the Company’s business and operations and on the global geopolitical scale.

Any deterioration in credit markets resulting directly or indirectly from the ongoing Russian invasion of Ukraine or the the conflict between Hamas and Israel, and related conflicts in the Middle East, could limit our ability to obtain external financing to fund our operations and capital expenditures. As a result, a downturn in the worldwide economy resulting from the Russian invasion of Ukraine, the conflict between Hamas and Israel, the related conflicts in the Middle East, and other conflicts with a global impact that may arise from time to time could have a material adverse effect on our business, results of operations and financial condition.

Geopolitical tensions in petroleum-producing countries may also affect the global supply of oil and lead to increased prices. The conflict between Russia and Ukraine, the conflict between Israel and Hamas, and the related conflicts in the Middle East, led to a spike in oil and energy prices. Although this positively impacted ethanol demand and prices, we cannot assure you that such geopolitical tensions will not adversely affect our business, financial condition and results of operations.

Certain of our agricultural products containgenetically modified organisms (GMOs), and risks associated with GMOs remain uncertain, which may result in increased regulatory scrutinyand harm our business and financial condition.

The totality of our products, including soybean and corn, contain genetically modified organisms, or GMOs, in varying proportions depending on the crop year. Production and consumption of GMOs remain controversial, and adverse publicity and consumer resistance have led to the adoption of certain governmental regulations limiting sales of GMO products in important markets including the European Union. If GMOs were determined to present risks to human health or to the environment, demand for our GMO products could collapse, and we could face potentially significant liability for harm caused by such products, all of which could materially and adversely affect our business, financial condition and results of operations.

In 2018, a Brazilian trial court ruled that new products containing “glyphosate” – a herbicide widely used in soybeans and others crops – were prohibited from being registered in Brazil, and existing registrations would be suspended until the government re-evaluates their toxicity. This decision also suspended the registration of others chemicals, such as the insecticide abamectin and the fungicide thiram. According to the Brazilian Agriculture Minister, this decision would be a disaster for the agricultural industry and, for this reason, the decision was subject to multiple appeals. On September 3, 2018, a court of appeals reversed the trial court’s decision. Currently, the use of glyphosate is permitted. However, we are unable to guarantee that it will continue to be allowed.

The prohibition of the use of glyphosate to control weed infestation could compromise no-till farming, which is important for productivity and sustainability, and lead to increased use of other products for pest control. Currently, there is no alternative in Brazil to replace glyphosate. Similar products have a high cost and are not readily available to meet the demand for glyphosate. As a result, our production costs could increase, and our productivity could be significantly impacted, which could result in lower production margins.

Our business, financial condition and resultsof operations may be adversely affected by lack of transportation, storage and processing infrastructure in Brazil, which represents animportant challenge for the Brazilian agricultural and agricultural real estate sectors.

We depend on efficient access to transportation and port infrastructure for the growth of Brazilian agriculture and our operations. We may decide to acquire agricultural properties in areas where existing transportation infrastructure is inadequate and where improvements may be required to make our agricultural production more accessible to export centers at competitive prices. A substantial portion of Brazilian agricultural production is currently transported by trucks, which is significantly more expensive than transportation by rail cars. Given that our dependence on road transportation prevents us from being considered a low-cost producer, our ability to compete on the world market may be impaired, especially as the price of fuel increases. As a result, we may not be able to secure efficient transportation for our production to reach major markets in a cost-efficient manner or at all, which may adversely affect our business, financial condition and results of operations.

In addition, in May 2018, Brazil faced a widespread truck drivers’ strike, which caused a nationwide transportation paralysis, highway blockades, cargo delays, shortages of food, supplies and fuel in Brazil. If a widespread strike or similar disruptive event happens again, it could adversely affect the logistics sector as whole and our business, financial condition and results of operations.

Competition in the markets for our productsmay materially and adversely affect us.

We face significant domestic and international competition in each of our markets and in many of our production lines. The global market for agricultural products is highly competitive and sensitive to changes in industrial capacity, product inventories and cyclical changes in the world economy, any one or more of which may affect to a significant degree the selling price of our products and therefore our profitability. Since many of our products are agricultural commodities, such products compete in international markets almost exclusively based on price. Many other producers of these commodities are larger than us and have more significant financial and other resources. Furthermore, many other producers receive subsidies in their respective countries that generally are not available in Brazil. Such subsidies may afford producers lower production costs or enable them to operate in an environment with sharp price reductions, constrained margins and operating losses for longer periods. Any increased competitive pressure with respect to our products could materially and adversely affect our business, financial condition and results of operations.

Social movements may affect the use of ouragricultural properties or cause damage to them.

Social movements that advocate for land reform and property redistribution are active in Latin America. In Brazil, these movements include the Landless Rural Workers’ Movement (“Movimento dos Trabalhadores Rurais Sem Terra”) and the Pastoral Land Commission (“ComissãoPastoral da Terra”), and in Bolivia, the Intercultural Confederation of Bolivia (“Confederación de Interculturalesde Bolivia”).

Invasion and occupation of agricultural land by large numbers of people is a common practice among the members of such movements and, in certain regions, including those where we currently invest, remedies such as police protection or eviction procedures are inadequate or non-existent. As a result, we cannot assure you that our agricultural properties will not be subject to invasion or occupation by any social movement. Any invasion or occupation may materially impair the use of our lands and adversely affect our business, financial condition and results of operations.

In addition, environmental social movements often promote and organize gatherings and other events to prevent, delay or reduce legal deforestation, which may adversely affect our operations. As a result, we cannot assure you that our operations will be not adversely affected by environmental social movements, which could lead to the revocation of operating licenses, delays or amendments thereto.

We made investments in farmland in Boliviaand Paraguay, and we may possibly make investments in other countries in and outside Latin America, in which case we would be subjectto the associated economic, legal, political and regulatory risks.

Currently, we conduct our activities in Brazil, Bolivia and Paraguay. We are considering expanding into other countries in and outside Latin America, but currently have no definitive commitments or specific plans with respect thereto. In the future, we may expand our activities into other countries in Latin America or elsewhere if we decide that international expansion would be appropriate to achieve our objectives. The success in other countries of our business strategy and business model that we apply in Brazil would be subject to a high level of uncertainty and depend on numerous factors beyond our control. Therefore, we cannot assure you that any such expansion would be profitable or enable us to obtain the expected returns on our investments, or even recover our investments. Any international expansion of our activities would be subject to political, economic and regulatory risks in the relevant country and to risks inherent in the management of a transnational company, including:

●	challenges posed by distance, language, local business practices and cultural differences (i.e. lack of financing; longer payment cycles in the relevant country; difficulties in forming partnerships or strategic alliances with local parties; conflicting or redundant practices in respect to tax, regulatory, legal and administrative aspects);

●	negative effects of currency fluctuations or the imposition of exchange controls or restrictions on repatriation of capital;
●	adverse changes in laws and local policies, particularly those relating to import tariffs, labor practices, environment, investment, acquisition of agricultural property by foreign companies or companies controlled by foreigners;
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●	difficulty of enforcement of contracts and collection or enforcement of debts, or difficulties or restrictions imposed by local courts;
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●	expropriation and imposition of legal or administrative limitations to the exercise of property rights as a result of changes in laws or applicable regulations;
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●	difficulty in obtaining licenses, permits or other approvals from local government authorities;
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●	political disputes, social unrest and deteriorating local economic conditions;
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●	transnational conflicts or disputes involving Brazil and the relevant country; and
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●	terrorism or military conflicts; and natural disasters, epidemics, riots and insurrections.
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Our inability to recognize and respond to these differences, challenges and risks could adversely affect any operations we may undertake in markets outside of Brazil, which could have a material adverse effect on our business, financial condition and results of operations.

We face the risk of political and economiccrises, instability, terrorism, civil strife, expropriation and other risks of doing business in emerging markets.

In addition to Brazil, we conduct operations in Paraguay and Bolivia or intend to conduct operations in other Latin American countries. Economic and political developments in the countries in which we operate or intend to, including future economic changes or crises (such as inflation or recession), government deadlock, political instability, terrorism, civil strife, changes in laws and regulations, expropriation or nationalization of property, and exchange controls could adversely affect our business, financial condition and results of operations.

Fluctuations in the economies of Brazil and actions adopted by the governments of Brazil and the countries in which we operate have had and may continue to have a significant impact on companies operating in those countries, including us. We may continue to be affected by inflation, increased interest rates, fluctuations in the value of the Brazilian real against foreign currencies, price and foreign exchange controls, regulatory policies, business and tax regulations.

Although economic conditions in one country may differ significantly from another country, we cannot assure that events in one only country will not adversely affect our business or the market value of, or market for, our common shares.

Unauthorized disclosure, or loss of intellectualproperty or other sensitive business or personal information, or disruption in information technology by cyber-attacks, as well as ourfailure to comply with existing and future laws and regulations relating to data privacy and data security can subject us to penaltiesor liability and can adversely affect our operations, reputation and financial results.

We collect, store, process and use certain confidential information and other user data in connection with our business operations. We must ensure that any processing, collection, use, storage, dissemination, transfer and disposal of data for which we are responsible complies with relevant data protection and privacy laws. We rely on commercially available systems, software, tools and monitoring to provide secure processing, transmission and storage of confidential information, such as customer, employee, company and other personal information.

Data protection and privacy laws are developing to take into account the changes in cultural and consumer attitudes towards the protection of personal data. For example, on August 14, 2018, Brazil enacted Law No. 13,709/2018 (Lei Geral de Proteção de Dados, or the LGPD), a comprehensive data protection law establishing general principles and obligations that apply across multiple economic sectors and contractual relationships. The LGPD establishes detailed rules for the collection, use, processing and storage of personal data and will affect all economic sectors, including the relationship between customers and suppliers of goods and services, employers and employees, and other relationships in which personal data is collected, whether in a digital or physical manner. The LGPD entered into force on September 18, 2020.

As we seek to expand our business and operations, we expect that we will be increasingly subject to laws and regulations relating to the collection, use, retention, security, and transfer of information, including the personally identifiable information of our employees and customers. These laws and regulations may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that will materially and adversely affect our business. If there are breaches of the LGPD obligations, or of other data privacy laws and regulations, as the case may be, we could face significant administrative and monetary sanctions as well as reputational damage, which could have a material adverse effect on our operations, financial condition and prospects.

In addition, despite the security measures that we have in place, our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, cyber-attacks, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors, or other similar events.

See also “—We were the target of a cybersecurity incident that disrupted our systems”.

We were the target of a cybersecurity incidentthat disrupted our systems.

In October 2019, we experienced a cybersecurity incident, in which certain of our network and computer systems and data became temporarily unavailable. We have no reason to believe that such incident resulted in the unauthorized disclosure of confidential information. Any security incident, or any perceived failure involving the misappropriation, loss or other unauthorized disclosure of confidential information, as well as any failure or perceived failure to comply with laws, policies, legal obligations or industry standards regarding data privacy and protection, whether by us or our service providers, could damage our reputation, expose us to litigation risk and liability, subject us to negative publicity, disrupt our operations and harm our business. We cannot assure you that our security measures, or those put in place by our service providers, will be sufficient to prevent future security breaches or incidents, which may directly or indirectly affect us, or that our failure to prevent them will not have a material adverse effect on our business, results of operations or financial condition.

Cyber-attacks or security breaches could compromise confidential, business and other critical information, cause a disruption in our operations or harm our reputation, as certain of our operations are dependent on information technology and telecommunication systems and services. Information assets, including intellectual property, personal data and other business-sensitive critical information are an attractive asset to cyber criminals, cyberterrorism or other external agents. A significant cyber-attack, a human error, including from our employees and partners, or obsolescence of technology could result in the loss of critical business information and adversely affect our operations and results of operations.

We continuously monitor and develop our information technology networks and infrastructure. We also conduct annual tests to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a material impact on us. However, we cannot assure you that these measures will be effective in protecting us against future cyberattacks and other related breaches of our information technology systems.

Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities that are discovered in the future. In addition, cyber-attacks could result in important remediation costs, increased cyber security costs, lost revenues due to disruption of activities, litigation and reputational harm affecting customer and investor confidence, which ultimately could materially adversely affect our business, financial condition and results of operations.

Risks Relating to Brazil

The Brazilian government has exercised,and continues to exercise, significant influence over the Brazilian economy, which, together with Brazilian political and economic conditions,may adversely affect us.

We may be adversely affected by the following factors, as well as the Brazilian federal government’s response to these factors:

●	economic and social instability;
●	increase in interest rates;
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●	exchange controls and restrictions on remittances abroad;
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●	restrictions and taxes on agricultural exports;
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●	exchange rate fluctuations;
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●	inflation;
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●	volatility and liquidity in domestic capital and credit markets;
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●	expansion or contraction of the Brazilian economy, as measured by GDP growth rates;
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●	government policies related to our sector; and
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●	fiscal or monetary policy and amendments to tax legislation; and other political, diplomatic, social or economic developments in or affecting Brazil.
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Historically, the Brazilian government has frequently intervened in the Brazilian economy and has occasionally made significant changes in economic policies and regulations, including, among others, the enactment of new tax laws, changes in monetary, fiscal and tax policies, currency devaluations, capital controls and limits on imports.

The Brazilian economy has experienced volatile growth and slowdowns in recent years. In 2021, the Brazilian economy began to grow considerably. The Brazilian GDP increased 4.6% in 2021, 2.9% in 2022, and 2.5% in 2023, and 2.5% in the first six months of 2024.

Inflation and interest rates have increased in recent years, and the Brazilian real has weakened significantly in relation to the U.S. dollar. Adverse economic conditions in Brazil may materially and adversely affect our business, financial condition and results of operations.

The ongoing economic uncertainty and politicalinstability in Brazil may adversely affect the Brazilian economy, our business, and the market price of our shares and ADSs.

Brazil’s political environment has historically influenced, and continues to influence, the performance of the country’s economy. Political crises have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility in the securities issued by Brazilian companies.

Furthermore, Brazil’s federal budget has been in deficit since 2014. Similarly, the governments of Brazil’s constituent states are also facing fiscal concerns due to their high debt burdens, declining revenues and inflexible expenditures. While the Brazilian Congress has approved a ceiling on government spending that will limit primary public expenditure growth to the prior year’s inflation for a period of at least 10 years, local and foreign investors believe that fiscal reforms, and in particular the reform of Brazil’s pension system, which was approved in 2019 by the Brazilian Congress, will be critical for Brazil to comply with the spending limit. As of the date of this annual report, discussions in the Brazilian Congress relating to fiscal reform remain ongoing. Diminished confidence in the Brazilian government’s budgetary condition and fiscal stance could result in downgrades of Brazil’s sovereign debt by credit rating agencies, negatively impact Brazil’s economy, lead to further depreciation of the real and an increase in inflation and interest rates, thus adversely affecting our business, results of operations and financial condition.

Uncertainty about the Brazilian government’s implementation of changes in policies or regulations that affect such implementation may contribute to economic instability in Brazil and increase the volatility of securities issued abroad by Brazilian companies, including our securities. Any of the above factors may create additional political uncertainty, adversely affect the Brazilian economy, our business, financial condition, results of operations and the market price of our shares and ADSs.

Inflation, coupled with the Brazilian government’s measuresto fight inflation, may hinder Brazilian economic growth and increase interest rates, which could have a material adverse effect on us.

Brazil has in the past experienced significantly high rates of inflation. As a result, the Brazilian government adopted monetary policies that resulted in Brazilian interest rates being among the highest in the world. The Central Bank’s Monetary Policy Committee (Comitê de Política Monetáriado Banco Central), or COPOM, establishes an official interest rate target for the Brazilian financial system based on the level of economic growth, inflation rate and other economic indicators in Brazil. The SELIC rate has increased and decreased over time and, as of June 30, 2024, it was 10.50% per year. The inflation rate, as measured by the General Market Price Index (Índice Geral dePreços–Mercado), or IGP-M, and calculated by Fundação Getúlio Vargas, or FGV, was 17.8% in 2021, 5.5% in 2022, and (3.18)% in 2023. Cumulative inflation in the first six months of 2024, calculated by the same index, was 2.0%. The inflation rate, as measured by the Extended National Consumer Price Index (Índice Nacional de Preços ao ConsumidorAmplo), or IPCA, and calculated by Instituto Brasileiro de Geografia e Estatistica, or IBGE, was 10.1% in 2021, 5.8% in 2022 and 4.62% in 2023. Cumulative inflation in the first six months of 2024, calculated by the same index, was 2.85%.

Inflation and the government measures to fight inflation have had and may continue to have significant effects on the Brazilian economy and our business. In addition, the Brazilian government’s measures to control inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and slowing economic growth. On the other hand, an easing of monetary policies of the Brazilian government may trigger increases in inflation. In the event of an increase in inflation, we may not be able to adjust our daily rates to offset the effects of inflation on our cost structure, which may materially and adversely affect us.

An increase in interest rates may have a significant adverse effect on us. In addition, as of June 30, 2024, certain of our loans were subject to interest rate fluctuations, such as the Brazilian long-term interest rate (Taxa de Juros de Longo Prazo, or TJLP), and the interbank deposit rate (Certificadosde Depósitos Interbancários), or CDI. In the event of an abrupt increase in interest rates, our ability to comply with our financial obligations may be materially and adversely affected.

A deterioration in general economic andmarket conditions or the perception of risk in other countries, principally in emerging countries or the United States, may have a negativeimpact on the Brazilian economy and us.

Economic and market conditions in other countries, including United States and Latin American and other emerging market countries, may affect the Brazilian economy and the market for securities issued by Brazilian companies. Although economic conditions in these countries may differ significantly from those in Brazil, investors’ reactions to developments in these other countries may have an adverse effect on the market value of securities of Brazilian issuers. Crises in other emerging market countries could dampen investor enthusiasm for securities of Brazilian issuers, including ours, which could adversely affect the market price of our common shares. In the past, the adverse development of economic conditions in emerging markets resulted in a significant flow of funds out of the country and a decrease in the quantity of foreign capital invested in Brazil. Changes in the prices of securities of public companies, lack of available credit, reductions in spending, general slowdown of the global economy, exchange rate instability and inflationary pressure may adversely affect, directly or indirectly, the Brazilian economy and securities market. Global economic downturns and related instability in the international financial system have had, and may continue to have, a negative effect on economic growth in Brazil. Global economic downturns reduce the availability of liquidity and credit to fund the continuation and expansion of business operations worldwide.

In addition, the Brazilian economy is affected by international economic and market conditions generally, especially economic conditions in the United States. Share prices on B3 S.A. – Brasil, Bolsa, Balcão, or B3, for example, have historically been sensitive to fluctuations in U.S. interest rates and the behavior of the major U.S. stock indexes. An increase in interest rates in other countries, especially the United States, may reduce global liquidity and investors’ interest in the Brazilian capital markets, adversely affecting the price of our common shares.

Risks Relating to our American Depositary Shares and Common Shares

A holder of our American Depositary Sharesmay face disadvantages compared to a holder of our common shares when attempting to exercise voting rights.

Holders of our American Depositary Shares, or ADSs, may instruct the depositary to vote the common shares underlying the ADSs. For the depositary to follow the voting instructions, it must receive them on or before the date specified in our voting materials. The depositary must try, as far as practical, subject to Brazilian law and our articles of association, to vote the common shares as instructed. In most cases, if the ADS holder does not give instructions to the depositary, it may vote the common shares in favor of proposals supported by our board of directors, or, when practicable and permitted, give a discretionary proxy to a person designated by us. We cannot be certain that ADS holders will receive voting materials in time to ensure that they can instruct the depositary to vote the underlying common shares. Also, the depositary is not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that ADS holders may not be able to exercise their right to vote and there may be nothing they can do if their common shares or other deposited securities are not voted as requested.

Holders of our common shares or ADSs maynot receive any dividends or interest on shareholders’ equity.

According to our bylaws, we must pay our shareholders at least 25% of our annual net income as dividends or interest on shareholders’ equity, as calculated and adjusted under Brazilian corporate law. This adjusted net income may be capitalized, used to absorb losses or otherwise retained as allowed under Brazilian corporate law and may not be available to be paid as dividends or interest on shareholders’ equity.

Additionally, Brazilian corporate law allows a publicly-traded company like ours to suspend the mandatory distribution of dividends in any particular year if our board of directors informs our shareholders that such distributions would be inadvisable in view of our financial condition or cash availability. Holders of our common shares or ADSs may not receive any dividends or interest on shareholders’ equity in any given year if our board of directors makes such a determination or if our operations fail to generate net income.

Holders of our common shares or ADSs inthe United States may not be entitled to the same preemptive rights as Brazilian shareholders, pursuant to Brazilian law, in the subscriptionof shares resulting from capital increases made by us.

Under Brazilian law, if we issue new shares in exchange for cash or assets as part of a capital increase, subject to certain exceptions, we must grant our shareholders preemptive rights at the time of the subscription of shares, corresponding to their respective interest in our share capital, allowing them to maintain their existing shareholding percentage. We may not legally be permitted to allow holders of our common shares or ADSs in the United States to exercise any preemptive rights in any future capital increase unless (i) we file a registration statement for an offering of shares resulting from the capital increase with the SEC, or (ii) the offering of shares resulting from the capital increase qualifies for an exemption from the registration requirements of the Securities Act. At the time of any future capital increase, we will evaluate the costs and potential liabilities associated with filing a registration statement for an offering of shares with the SEC and any other factors that we consider important in determining whether to file such a registration statement. We cannot assure the holders of our common shares or ADSs in the United States that we will file a registration statement with the SEC to allow them to participate in any of our capital increases. As a result, the equity interest of such holders in our company may be diluted.

If holders of our ADSs exchange them forcommon shares, they may risk temporarily losing, or being limited in, the ability to remit foreign currency abroad and certain Braziliantax advantages.

The Brazilian custodian for the common shares underlying our ADSs must obtain an electronic registration number with the Central Bank to allow the depositary to remit U.S. dollars abroad. ADS holders benefit from the electronic certificate of foreign capital registration from the Central Bank obtained by the custodian for the depositary, which permits it to convert dividends and other distributions with respect to the common shares into U.S. dollars and remit the proceeds of such conversion abroad. If holders of our ADSs decide to exchange them for the underlying common shares, they will only be entitled to rely on the custodian’s certificate of registration with the Central Bank for five business days after the date of the exchange. Thereafter, they will be unable to remit U.S. dollars abroad unless they obtain a new electronic certificate of foreign capital registration in connection with the common shares, which may result in expenses and may cause delays in receiving distributions. See “Item 10—Additional Information—Exchange Controls.”

Also, if holders of our ADSs that exchange them for our common shares do not qualify under the foreign investment regulations, they will generally be subject to less favorable tax treatment of dividends and distribution on, and the proceeds from any sale of, our common shares. See “Item 10—Additional Information—Exchange Controls” and “Item 10—Additional Information—Taxation—Brazilian Tax Considerations.”

Holders of our ADSs may face difficultiesin protecting their interests because, as a Brazilian company, we are subject to different corporate rules and regulations and our shareholdersmay have fewer and less well-defined rights.

Holders of our ADSs are not direct shareholders of our company and are unable to enforce the rights of shareholders under our bylaws and Brazilian corporate law.

Our corporate affairs are governed by our bylaws and Brazilian corporate law, which differ from the requirements that would apply if we were incorporated in a jurisdiction in the United States, such as the State of Delaware or New York, or elsewhere outside Brazil. Even if a holder of our ADSs surrenders its ADSs and becomes a direct shareholder, its rights as a holder of our common shares under Brazilian corporate law to protect its interests relative to actions by our board of directors may be fewer and less well-defined than under the laws of those other jurisdictions.

Holders of our ADSs may face difficultiesin serving process on or enforcing judgments against us and other persons.

We are organized under the laws of Brazil, and certain of our executive officers and our independent registered public accountants reside or are based in Brazil. Most of our assets and those of these other persons are located in Brazil. As a result, it may not be possible for holders of our ADSs to effect service of process upon us or these other persons within the United States or other jurisdictions outside Brazil or to enforce against us or these other persons judgments obtained in the United States or other jurisdictions outside Brazil. In addition, because substantially all of our assets and all of our directors and officers reside outside the United States, any judgment obtained in the United States against us or any of our directors or officers may not be collectible within the United States. Because judgments of U.S. courts for civil liabilities based upon the U.S. federal securities laws may only be enforced in Brazil if certain conditions are met, holders may face greater difficulties in protecting their interests in the case of actions by us or our board of directors or executive officers than would shareholders of a U.S. corporation.

In addition, rules and policies against self-dealing or for preserving shareholder interests may be less well-defined and enforced in Brazil than in the United States and certain other countries, which may put holders of our common shares and ADSs at a potential disadvantage. Corporate disclosures also may be less complete or informative than those of a public company in the United States or in certain other countries.

Our status as a foreign private issuer allowsus to follow local corporate governance practices, which may limit the protections afforded to investors.

We are a foreign private issuer, as defined by the SEC for purposes of the Exchange Act. As a result, for so long as we remain a foreign private issuer, we will be exempt from most of the corporate governance requirements of stock exchanges located in the United States; accordingly, you will not be provided with the benefits or have the same protections afforded to shareholders of U.S. public companies.

The standards applicable to us are considerably different from the standards applied to U.S. domestic issuers. Although Rule 10A-3 under the Exchange Act generally requires that a listed company have an audit committee of its board of directors composed solely of independent directors, as a foreign private issuer, we are relying on a general exemption from this requirement that is available to us as a result of the features of Brazilian law applicable to our statutory audit committee.

In addition, we are not required to, among other things:

●	have a majority of independent members on our board of directors;
●	have a compensation committee or a nominating/corporate governance committee of our board of directors; and
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●	have regularly scheduled executive sessions with only non-management directors; or have at least one executive session of solely independent directors each year.
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For additional information, see “Item 10—Additional Information—B. Memorandum and Articles of Association—Statutory Audit Committee.”

We are an emerging growth company withinthe meaning of the Exchange Act and, if we decide to take advantage of certain exemptions from various reporting requirements applicableto emerging growth companies, our common stock could be less attractive to investors.

We are an “emerging growth company” within the meaning of the rules under the Exchange Act. We are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with any PCAOB rules, that, if adopted in the future, would require mandatory audit firm rotation and auditor discussion and analysis pursuant to any future audit rule promulgated by the PCAOB (unless the U.S. Securities and Exchange Commission, or the SEC, determines otherwise). In addition, we are not subject to the additional level of review of our internal control over financial reporting as may occur when outside auditors attest as to our internal control over financial reporting. As a result, our stockholders may not have access to certain information they may deem important. We will remain an emerging growth company for up to five years from the date of our initial public offering of securities under an effective registration statement under the Securities Act, though we may cease to be an emerging growth company earlier under certain circumstances.

We take advantage of the exemption from the auditor attestation report requirement and may decide to rely on other exemptions in the future. We do not know if some investors will find our common stock less attractive as a result. The result may be a less active trading market for our common stock, and our stock price may be more volatile.

Brazilian tax laws may have an adverse impacton the taxes applicable to the disposition of our common shares and ADSs.

Under Law No. 10,833/2003, the gain on the disposition or sale of assets located in Brazil by a non-Brazilian resident, whether to another non-Brazilian resident or to a Brazilian resident, may be subject to income tax withholding in Brazil. With respect to the disposition of our common shares, as they are assets located in Brazil, a non-Brazilian resident should be subject to income tax on the gains assessed, regardless of whether the transactions are conducted in Brazil or with a Brazilian resident. With respect to our ADSs, although the matter is not entirely clear, arguably the gains realized by a non-Brazilian resident upon the disposition of ADSs to another non-Brazilian resident will not be taxed in Brazil, on the basis that ADSs are not “assets located in Brazil” for the purposes of Law No. 10,833/2003. We cannot assure you, however, that the Brazilian tax authorities or the Brazilian courts will agree with this interpretation. As a result, gains on a disposition of ADSs by a non-Brazilian resident to a Brazilian resident, or even to a non-Brazilian resident, in the event that courts determine that ADSs would constitute assets located in Brazil, may be subject to income tax in Brazil. See “Item 10—Additional Information—Taxation—Brazilian Tax Considerations.”

The imposition of IOF taxes may indirectlyinfluence the price and volatility of our ADSs and our common shares.

Brazilian law imposes the Tax on Foreign Exchange Transactions, or the IOF/Exchange tax, on the conversion of reais into foreign currency and on the conversion of foreign currency into reais. Brazilian law also imposes the Tax on Transactions Involving Bonds and Securities, or the IOF/Securities tax, due on transactions involving bonds and securities, including those carried out on a Brazilian stock exchange.

The IOF/Exchange tax rate may be modified by the Brazilian government by decree. The IOF/Exchange tax rate was raised from zero to 6% on October 20, 2009. As of December 1, 2011, certain investments were excluded from the 6% tax and subject instead to a 2% IOF/Exchange tax. In 2009, the IOF/Securities tax was increased from zero to 1.5% on shares issued by a Brazilian company and listed on a Brazilian stock exchange for the purpose of allowing depositary receipts traded outside Brazil to be issued. In 2011, the IOF/Securities tax was increased from zero to 1% on currency-related derivative transactions resulting in an increase of the short position exposure in foreign currency or in a decrease of the long position in foreign currency. Since June 30, 2013, the IOF/Exchange tax and the IOF/Securities tax rates have been zero.

The imposition of these taxes may discourage foreign investment in shares of Brazilian companies, including our company, due to higher transaction costs, and may negatively impact the price and volatility of our ADSs and common shares if they become listed on a stock exchange in the United States, as well as on the B3.

We may be classified as a passive foreigninvestment company, which could result in adverse U.S. tax consequences for U.S. investors.

We may be classified as a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes. Such characterization could result in adverse U.S. tax consequences to you if you are a U.S. Holder (as defined in “Item 10—Additional Information—Taxation—U.S. Federal Income Tax Considerations”) of our common shares or ADSs. For example, if we are a PFIC, U.S. Holders of our common shares or ADSs may become subject to increased tax liabilities under U.S. tax laws and regulations and will become subject to burdensome reporting requirements. The determination of whether or not we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to time. Specifically, for any taxable year we will be classified as a PFIC for U.S. tax purposes if either (i) 75% or more of our gross income in that taxable year is passive income or (ii) the average percentage of our assets by value in that taxable year that produce or are held for the production of passive income is at least 50%. For this purpose, income from commodities transactions is generally considered passive unless such income is derived in the active conduct of a commodities business.

See “Item 10—Additional Information—Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company.”

ITEM 4—INFORMATION ON THE COMPANY

A.	History and Development of the Company

Overview

Our legal and commercial name is BrasilAgro—Companhia Brasileira de Propriedades Agrícolas. We are a corporation (sociedade por ações) organized under the laws of Brazil and were incorporated on September 23, 2005. Our principal offices are located at Avenida Brigadeiro Faria Lima, 1309, 5^th^ floor, São Paulo, SP, 01452-002, Brazil, and our telephone number is +55 11 3035 5350.

We are focused on the acquisition, development and exploration of agricultural properties that we believe possess significant potential for cash flow generation and value appreciation. We seek to transform our acquired properties through investments in infrastructure and technologies which permit cultivation of high value-added crops (soybean, corn, sugarcane and others) and cattle raising and sell our developed properties in order to realize capital gains.

Since our initial public equity offering and listing in Brazil on the B3 stock exchange in April 2006, or the IPO, and the subsequent commencement of our operations until the date hereof, we acquired 18 agricultural properties in seven Brazilian states, aggregating 320,990 hectares, of which 214,920 hectares were arable but less than 15% of which were cultivated when acquired and 72,700 hectares were protected by environmental regulation. Since then, six of our agricultural properties were fully sold and six of our agricultural properties were partly sold, representing in the aggregate a total area of 119,996 hectares. As of the date hereof, we hold 271,016 hectares, including 69,984 hectares leased.

On September 19, 2023, our board of directors approved the increase of our capital stock by R$3,064.36 through the issuance of 306,436 new common shares following the exercise of the Warrants by AB (Holdings) 1 S.A.R.L, in connection with the Merger of Agrifirma. As a result of the exercise of the Warrants, our capital stock was increased to R$1,587,984,600.71, divided into 102,683,444 common shares.

We intend to continue to invest in order to develop and transform our agricultural properties in Brazil, Bolivia and Paraguay. In this regard, we intend to continue to apply for financing with government development banks.

From July 1, 2021 until the date hereof, we completed the following transactions:

●	in August 2024, we acquired Companhia Agrícola<br>Novo Horizonte S.A. The acquired company has a lease agreement for 4,767 hectares in the region of Primavera do Leste, State of Mato Grosso.<br>The value of the transaction was R$36.4 million, and the remaining lease term is 16 years with an average price of 13 soybean bags per<br>hectare.
●	In March 2024, we entered into a lease agreement<br>for approximately 7,000 hectares in Brotas, in the State of São Paulo, to produce sugarcane. This lease will allow us to diversify<br>our revenue by entering the sugar market, in addition to producing ethanol. The lease term is staggered, with 5,060 hectares leased in<br>2024 and the remainder by 2029.
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●	in March 2024, we sold an area of 12,335 hectares (8,796 arable hectares) in the Chaparral farm, located<br>in the municipality of Correntina, in the State of Bahia. The total amount of the sale was 350 soybean bags per arable hectare, or R$415.1<br>million (approximately R$47,189 per arable hectare).
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●	in June 2023, we sold an area of 4,408 hectares (3,202 arable hectares) in the Jatobá farm, located in the municipality of Jaborandi, in the State of Bahia. The total amount of the sale was 298 soybean bags per arable hectare, or R$121.6 million (approximately R$38,069 per arable hectare);
●	in March 2023, we sold an area of 5,185 hectares (3,796 arable hectares) in the Araucária farm, located in the municipality of Mineiros, in the State of Goiás. The total amount of the sale was 790 soybean bags per arable hectare, or R$409.3 million (approximately R$107,816 per arable hectare);
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●	in March 2023, we sold an area of 332 hectares (215 arable hectares) in the Araucária farm, located in the municipality of Mineiros, in the State of Goiás. The total amount of the sale was 297 soybean bags per arable hectare, or R$8.5 million (approximately R$39,558 per arable hectare);
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●	in November 2022, we sold an area of 1,965 hectares (1,423 arable hectares) in the Rio do Meio farm, located in the municipality of Correntina, in the State of Bahia. The total amount of the sale was 291 soybean bags per arable hectare, or R$62.4 million (approximately R$43,900 per arable hectare);
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●	in October 2022, we sold an area of 863 hectares (498 arable hectares) in the Morotí farm, located in Paraguay. The total amount of the sale was US$1.5 million (approximately US$1,700 per arable hectare);
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●	in September 2022, we acquired the Panamby farm,<br> located in the municipality of Querência, in the State of Mato Grosso. The Panamby farm has an area of 10,844 hectares, 5,379 hectares<br> of which are arable to be developed, suitable for the cultivation of grains and cotton. The acquisition price was approximately R$285.6<br> million (approximately R$53,100 per arable hectare);
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●	in October 2021, we sold an area of 3,723 hectares (2,694 arable hectares) in the Alto Taquari farm, located in Alto Taquari, in the State of Mato Grosso. The total amount of the sale was 1,100 soybean bags per arable hectare, or R$589.0 million (approximately R$218,641 per arable hectare);
●	in December 2021, we sold an area of 4,573 hectares (2,859 arable hectares) in the Rio do Meio Farm located in Correntina, in the State of Bahia. The total amount of the sale was 250 soybean bags per arable hectare, or R$130.1 million (approximately R$45,507 per arable hectare);
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The table below indicates the location of our agricultural properties, their arable areas and their current or intended production activities as of the date hereof:

Property	Location	Acquisition/Lease<br> Date	Total Area		Arable Area		Project	Ownership
			(ha)		(ha)
Jatobá Farm	Jaborandi / BA	March 2007		8,868		7,006	Grains and Pasture	Owned
Alto Taquari Farm	Alto Taquari / MT	August 2007		1,380		809	Sugarcane	Owned
Chaparral Farm	Correntina / BA	November 2007		24,885		17,687	Grains and Cotton	Owned
Nova Buriti Farm	Bonito de Minas / MG	December 2007		24,212		17,846	Forest	Owned
Preferência Farm	Baianópolis / BA	September 2008		17,799		12,410	Grains and Pasture	Owned
Avarandado Farm (Partnership II) ^(1)^	Ribeiro Gonçalves / PI	November 2013		7,456		7,456	Grains	Leased
Morotí (Paraguai)	Boquerón	February 2018		58,722		33,555	Grains and Pasture	Owned
ETH Farm (Partnership III) ^(2)^	Alto Taquari / MT	May 2015		5,128		5,128	Sugarcane	Leased
Agro-Serra Farm (Partnership IV) ^(3)^	São Raimundo	February 2017		15,000		15,000	Sugarcane	Leased
das Mangabeiras / MA
São José Farm	São Raimundo	February 2017		17,566		10,137	Grains and Sugarcane	Owned
das Mangabeiras / MA
Xingu Farm (Partnership V) ^(4)^	Região do Xingu / MT	August 2018		13,711		13,711	Grains	Leased
Regalito Farm (Partnership VI)	Região do Xingu / MT	September 2022		5,714		5,714	Grains	Leased
Arrojadinho Farm ^(5)^	Jaborandi / BA	January 2020		16,642		11,063	Grains	Owned
Rio do Meio Farm ^(6)^	Correntina / BA	January 2020		5,750		4,219	Grains	Owned
Serra Grande Farm	Baixa Grande do Ribeiro / PI	April 2020		4,489		2,904	Grains	Owned
Serra Grande II Farm (Partnership VII) ^(7)^	Baixa Grande do Ribeiro / PI	December 2019		6,013		6,013	Grains	Leased
Acres del Sud (Bolívia)	Santa Cruz	February 2021		9,875		7,925	Grains and Sugarcane	Owned
Unagro Farm (Partnership VII) ^(8)^	Santa Cruz	December 2019		1,065		1,065	Grains	Leased
São Domingos Farm (Partnership IX) ^(9)^	Comodoro / MT	July 2022		6,070		6,070	Grains	Leased
Panamby Farm	Querência, MT	September 2022		10,844		5,379	Grains	Owned
Alto da Serra Farm (Partnership X) ^(10)^	Brotas / SP	March 2024		5,060		5,060	Sugarcane	Leased
Novo Horizonte Farm (Partnership XI) ^(11)^	Primavera do Leste / MT	August 2024		4,767		4,767	Grains	Leased
Total				271,016		200,925
(1)	We entered into an agricultural development partnership in the Parceria II Farm for up to 11 harvests, involving up to 10,000 hectares.
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(2)	We entered into an agricultural development partnership in the Parceria III Farm that may extent until March 31, 2026.
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(3)	We entered into an agricultural development partnership in the Parceria IV Farm for 15 years of planting of sugarcane, with an option to renew for another 15 years.
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(4)	We entered into an agricultural development partnership in the Parceria V Farm for up to 12 years.
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(5)	Previously referred as Partnership VI, the Farm was acquired through the merger of Agrifirma.
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(6)	Farm acquired through the merger of Agrifirma.
(7)	We entered into an agricultural development partnership in the Parceria VII Farm for up to 10 years.
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(8)	Farm partnership on the farm for the term of one harvest.
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(9)	Farm partnership on the farm for up to 12 harvests.
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(10)	Agricultural development partnership on the farm for two cycles of six years of sugarcane.
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(11)	Agricultural development partnership for up to 16 years.
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We have a policy of performing annual appraisals of the fair market value of our agricultural properties. We estimate the market value of our agricultural properties based on each property’s level of development, soil quality and maturity and agricultural potential. For more information concerning our estimates of the fair market value of our agricultural properties, see Note 10 to our financial statements for the fiscal year ended June 30, 2024.

Our estimates of the market value of our agricultural properties are based on several assumptions, methodologies, estimates and subjective judgments, all of which are inherently subject to significant commercial, economic, competitive and operational uncertainties, most of which are beyond our control and unforeseeable and therefore no assurance can be given that they are correct. Furthermore, market values of real estate are subject to significant fluctuations and are also subject to significant commercial, economic and competitive uncertainties, most of which are beyond our control, and thus such estimates should not be considered as indicative of the values that we will or may be able to receive in exchange for such properties. For more information on the risks we are exposed to, see “Item 3—Key Information—Risk Factors.” The table below indicates the historical cost of acquisition of the land and of subsequent improvements, as well as the estimated fair market value, with respect to our agricultural properties, as of June 30, 2024.

The SEC maintains an internet website at www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file or furnish documents electronically to the SEC, including us. Our internet website is www.brasil-agro.com. The information included on our internet website or the information that might be accessed through such website is not included in this annual report and is not incorporated into this annual report by reference.

The table below shows certain information regarding our own agricultural properties as of June 30, 2024:

Property	Location	Acquisition/Lease<br> Date	Total Area		Land and Improvement Cost as of June 30, 2024 (1)	Estimated Fair Market Value as of June 30, 2024 (2)
			(ha)		(R millions)	(R millions)
Jatobá Farm	Jaborandi/BA	March 2007		8,868			1999	%
Alto Taquari Farm	Alto Taquari/MT	August 2007		1,380			12	%
Chaparral Farm	Correntina/BA	November 2007		24,885			506	%
Nova Buriti Farm	Januaria/MG	December 2007		24,212			62	%
Preferência Farm	Barreiras/BA	September 2008		17,799			260	%
São José Farm	São Raimundo das Mangabeiras/MA	February 2018		17,566			348	%
Morotí (Paraguai)	Boqueron/ Paraguay	February 2017		58,722			20	%
Arrojadinho Farm	Jaborandi/BA	January 2020		16,642			147	%
Rio do Meio Farm	Jaborandi/BA	January 2020		5,750			281	%
Serra Grande Farm	Baixa Grande do Ribeiro/PI	April 2020		4,489			76	%
Acres del Sud	Santa Cruz/ Bolivia	February 2022		9,875			10	%
Panamby Farm	Querência/ MT	September 2022		10,844			-
Total				201,032			187	%

All values are in US Dollars.

(1)	Consists of land and capital expenditures, including buildings, infrastructure and other improvements to the property, net of depreciation expenses.
(2)	Appraisal from independent firm Deloitte Touche Tohmatsu Consultores Ltda.
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(3)	Appreciation includes the impact of inflation since the acquisition date.
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B. Business Overview

We are focused on the acquisition, development and exploration of agricultural properties that we believe possess significant potential for cash flow generation and value appreciation. We seek to transform our acquired properties through investments in infrastructure and technologies which permit cultivation of high value-added crops (soybean, corn, sugarcane and other) and cattle raising and sell our developed properties in order to realize capital gains. We are currently involved in several farming activities, including grains and sugarcane production and cattle raising.

Agricultural Activities and Products

Independent Production

As of June 30, 2024, we were the operators with respect to our entire portfolio of agricultural properties., including owned properties and leased properties. In the context of our independent (leased) operations, we maintain exclusive control over our production and exclusive responsibility for the acquisition of inputs, raw materials and equipment, hiring and oversight of employees, and infrastructure investment. We currently sell a substantial portion of our production to a small number of import/export companies or customers who have substantial bargaining power. Our net revenue was R$771.1 million for the year ended June 30, 2024 and R$903.4 million for the year ended June 30, 2023. All of our sales are to customers located in Brazil, Bolivia and Paraguay.

We enter into short-term contractual arrangements with third-party contractors, at all stages of the production process, for the provision of services (including our workforce), equipment, and infrastructure needs. We believe that this allows us to be more agile in adapting to market conditions as they unfold.

Leases

As an alternative to independent production, as of June 30, 2024, we had leased 11,900 hectares of our agricultural properties to third parties.

Generally, our leases are subject to different obligations depending on the stage of development of the subject property. With respect to leases of our properties on which the land is undeveloped, lessees are subject to several terms and conditions, including requirements to invest and to use the techniques and equipment that we believe are necessary and appropriate for the preparation and correction of the soil in order to facilitate agricultural production. In addition to leases of land, we may also lease individual farmhouses or warehouses to lessees, pursuant to which we receive a portion of the agricultural production, in kind, produced by the lessee. Our leases generally last between three to ten years. Under Brazilian law, lessees have a right of first refusal to purchase farms when they are leased by them.

Grains

The planting season for grains runs from September to December, and harvest occurs between February and May of each year. During the planting season for our 2023/2024 crop year, we planted 95,193 hectares of grains at our farms in Brazil, Bolivia and Paraguay. For the years ended June 30, 2024 and 2023, net revenue from sale of grains accounted for 53.3% and 64.1% of our operating net revenue, respectively.

All distribution of production from the farms is made through road transportation. We enter into third-party service contracts to transport production from our farms to our storage facilities or to our customers.

Sugarcane

**** The sugarcane planting season runs from February to May of each year, and harvest occurs between April and November of each year. On June 30, 2024, we had 29,343 hectares planted with sugarcane at our Alto Taquari, São José Farm, ETH, Agro Serra and Acres del Sud farms.

In March 2008, we entered into a supply contract with Companhia Brasileira de Energia Renovável (“Brenco”), pursuant to which we currently supply the entirety of our sugarcane production from our Alto Taquari, and ETH Farm farms to them. The term of this supply contract covers two full crop cycles. Each crop cycle is expected to last between six and nine years. The agreement is expected to expire no earlier than 2025/2026, depending on the effective exhaustion of the sugarcane fields and/or the extension of the sugarcane cycles.

In March 2024, we entered into a partnership agreement with respect to the Alto da Serra Farm with a leading Brazilian company specializing in the production and commercialization of sugar, ethanol, and electricity derived from sugarcane. The partnership agreement is for approximately 7,000 hectares located in Brotas, State of São Paulo, to produce sugarcane.

We currently supply all of our sugar cane production to Brenco and now Alto da Serra. The supply period covers two complete harvest cycles, which consists of six harvests and five vintages. In the year ended June 30, 2024, Alto da Serra Farm has not defaulted on the payment of any receivable.

In the table below, we present the aging of our receivables based on contractual terms.

	As of June 30, 2024
Falling due:	(in R thousands)
Up to 30 days
30 to 90 days
91 to 180 days
181 to 360 days
Total

All values are in US Dollars.

On May 8, 2015, we entered into a lease agreement with respect to a property located in the municipalities of Alto Taquari and Alto Araguaia, in the state of Mato Grosso (“Partnership III”), pursuant to which we have the right to operate an area of 4,263 hectares until March 31, 2026. The properties are close to Alto Taquari Farm, a region that has had excellent sugarcane production results. This transaction allows us to make use of the operational structure and team already present in the region and ensure greater property management flexibility.

We entered into a supply contract with Agro Serra, pursuant to which we currently supply the entirety of our sugarcane production from our Partnership IV farm to them. The term of this supply contract is 15 years, renewable for another 15 years.

For the years ended June 30, 2024 and 2023, net revenue from the sale of sugarcane accounted for 30.7% and 27.1% of our net revenue, respectively.

Our farm output is distributed through road transportation. We enter into third-party service contracts with trucking companies to transport production from our farms to our customers’ sugar and ethanol refineries.

Livestock

As of June 30, 2024, we had 18,809 head of cattle distributed over 20,164 hectares of active pasture.

For the years ended June 30, 2024 and 2023, net revenue from livestock sales accounted for 3.8% and 2.7% of our net revenue, respectively.

Cotton

The planting season for cotton runs from September to December of each year, and the harvest occurs between February and May of each year. During the planting season for our 2023/2024 crop year, we planted 7,129 hectares of cotton.

For the years ended June 30, 2024 and 2023, net revenue from the sale of cotton accounted for 10.1% and 4.2% of our operating net revenue, respectively.

Investment properties

As of June 30, 2024, the net book value of our investment properties was R$1,333.5 million, of which R$939.1 million represented land acquisition costs and R$394.4 million (net of accumulated depreciation) represented improvements, including building and infrastructure improvements and costs of clearing and preparing the land. For the years ended June 30, 2024 and 2023, gains on farm sales accounted for R$248.4 million and R$346.1 million, respectively.

Agricultural Properties

As of June 30, 2024, we owned 22 agricultural properties, totaling 200,924 hectares of arable land (not including environmental preservation areas in accordance with Brazilian, Bolivian and Paraguayan environmental law), including 69,984 hectares of leased area, located in the Brazilian States of Mato Grosso, Minas Gerais, Maranhão, Bahia, Piauí, Bolivia and in Paraguay. During the planting season for our 2023/2024 crop year, we planted 70,613 hectares of soybean, 13,018 hectares of corn (1^st^ and 2^nd^ crops), 29,343 hectares of sugarcane, 24,281 hectares of other grains (sesame, sorghum and others and leased areas to third parties), 11,562 hectares of beans (1^st^ and 2^nd^ crops), 7,129 hectares of cotton (1^st^ and 2^nd^ crops), and 15,374 hectares of pasture. Except for part of the Nova Buriti farm, we acquire and hold our agricultural properties through subsidiaries, a structure we believe will simplify the future sale of such properties in accordance with Brazilian law. In addition, we entered into rural partnerships to operate agricultural properties, Avarandado Farm, ETH Farm, Agro Serra Farm, Xingu Farm, Regalito Farm, Serra Grande Farm, Unagro Farm, São Domingos Farm, Alto da Serra Farm and Novo Horizonte Farm.

São JoséFarm: As of June 30, 2024, the São José farm had an area of 17,566 hectares. The São José farm was acquired by our subsidiary Imobiliária Ceibo Ltda. in February 2017 for R$100.0 million. The property is located in the State of Maranhão, in the Northeastern region of Brazil.

We acquired 17,566 hectares, 10,137 hectares of which are arable and have already been developed, and will be used for the planting of grain crops. The other 7,429 hectares are permanent preservation and legal reserve areas. The acquisition price is R$100.0 million (R$10 thousand per arable hectare).

In addition, we have an agricultural partnership that consists of 15,000 hectares of arable and developed land, already planted mostly with sugarcane. The agricultural partnership has a term of 15 years, which may be extended for the same period.

Jatobá Farm: As of June 30, 2024, the Jatobá farm had an area of 8,868 hectares. The Jatobá farm was acquired by us, in partnership with Grupo Maeda, in 2007, for R$33.0 million. On May 12, 2012, we acquired Grupo Maeda’s partnership stake and became 100% owners of the Jatobá farm, through our subsidiary Jaborandi Propriedades Agrícolas. The property is located in the Municipality of Jaborandi, State of Bahia, in the Northeastern region of Brazil, which we believe to be advantageous for export purposes due to the presence of the Port of Candeias in the State of Bahia.

On June 30, 2017, we sold 625 hectares of our Jatobá farm, 500 of which are arable, for a total sale price of R$10.1 million, equivalent to 300 soybean bags per arable hectare. In July 2018, we sold 9,784 hectares of our Jatobá farm, 7,485 of which are arable, for a total sale price of R$164.8 million, equivalent to 285 soybean bags per arable hectare. In June 2019, we sold 3,124 hectares of our Jatobá farm, 2,473 of which are arable, for a total sale price of R$58.1 million, equivalent to 285 soybean bags per arable hectare. In September 2019, we sold 1,134 hectares of our Jatobá farm, 893 of which are arable, for a total sale price of R$23.2 million, equivalent to 302 soybean bags per arable hectare. In June 2020, we sold 1,875 hectares of our Jatobá farm, 1,500 of which are arable, for a total sale price of R$45.0 million, equivalent to 300 soybean bags per arable hectare. In August 2020, we sold 133 arable hectares, for a total sale price of R$3.8 million. In May 2022, we sold 1,654 hectares of our Jatobá farm, 1,250 of which are arable, for R$67.1 million, equivalent to 300 soybean bags per arable hectare.

In June 2023, we sold an area of 4,408 hectares (3,202 arable hectares) in the Jatobá farm, located in the municipality of Jaborandi, in the State of Bahia. The total amount of the sale was 298 soybean bags per arable hectare, or R$121.6 million (approximately R$38,069 per arable hectare).

Alto Taquari Farm: As of June 30, 2024, the Alto Taquari farm had an area of 1,380 hectares. The Alto Taquari farm was acquired by our subsidiary Imobiliária Mogno in August 2007 for R$33.2 million. The deed was granted in September 2015 after we paid the outstanding balance of R$27.4 million. The 2009/2010 crop year marked the beginning of our obligations in compliance with our supply contract with Brenco, under which we supply the entirety of our sugarcane production from the Alto Taquari farm to them for a term of two complete crop cycles (six crop years and five harvests). The property is located in the Municipality of Alto Taquari, State of Mato Grosso.

In November 2018, we sold 103 hectares of our Alto Taquari farm, all of which are arable, for a total sale price of R$8.0 million, equivalent to 1,100 soybean bags per arable hectare. In October 2019, we sold 85 hectares of our Alto Taquari farm, 65 of which are arable, for a total sale price of R$5.5 million, equivalent to 1,100 soybean bags per arable hectare. In May 2020, we sold 105 hectares of our Alto Taquari farm, all of which are arable, for a total sale price of R$11.0 million, equivalent to 1,100 soybean bags per arable hectare.

On October 7, 2021, we entered into an agreement to sell an area comprised of 3,723 hectares (2,694 arable hectares) in the Alto Taquari Farm. The sale price was R$589.0 million (approximately R$218,641 per arable hectare) or 1,100 soybean bags per arable hectare. Part of such price corresponding to R$16.5 million was paid in October 2021 and an additional payment of R$31.4 million was made in November 2021. The remaining balance is indexed in soybean bags and will be paid in eight annual installments, starting in May 2022. The delivery of the area will occur in two phases, the first occurred in October 2021, consisting of 2,566 hectares (1,537 arable hectares), in the amount of approximately R$336.0 million, and the second occurred in September 2024, consisting of 1,157 arable hectares, in the amount of approximately R$189.4 million. We intend to continue to explore and operate the areas that were sold until completion of each delivery phase.

Araucária Farm: The Araucária farm was acquired by our subsidiary Imobiliária Araucária in April 2007, in partnership with Brenco, in the proportion of 75% and 25%, respectively, for the total amount of R$80.0 million. The deed for Araucária farm was granted on November 20, 2008, and it was registered on November 24, 2008, upon which our partnership with Brenco was terminated and we remained the sole owners of 9,682 hectares of the Araucária farm, equivalent to R$70.7 million. The property is located in the Municipality of Mineiros, in the State of Goiás, and is primarily used for the cultivation of sugarcane and grain.

In May 2018, we sold 956 hectares of our Araucária Farm, 660 of which are arable (for a total sale price of R$52.4 million, equivalent to 1,208 soybean bags per arable hectare). On March 27, 2017, we sold 274 hectares of our Araucária Farm, 200 of which are arable, for a total sale price of R$12.5 million or (R$13.2 million nominal value, equivalent to 1,000 soybean bags). On May 30, 2017, we sold 1,360 hectares of our Araucária Farm, 918 of which are arable, for a total sale price of R$17.0 million, equivalent to 280 soybean bags. On April 25, 2013, we sold 394 hectares of our Araucária farm, 310 of which are arable, for a total sale price of R$10.3 million, equivalent to 48,000 soybean bags, and on June 27, 2014, we sold 1,164 hectares of our Araucária Farm, 913 of which are arable, for a total purchase price of R$41.3 million, equivalent to 735,000 soybean bags. After the sales, the area of Araucária farm held by us was 5,534 hectares, of which approximately 4,051 hectares are arable.

In March 2023, we sold an area of 5,185 hectares (3,796 arable hectares) in the Araucária farm, located in the municipality of Mineiros, in the State of Goiás. The total amount of the sale was 790 soybean bags per arable hectare, or R$409.3 million (approximately R$107,816 per arable hectare).

In March 2023, we sold the remaining area of the Araucária farm (332 hectares, 215 arable hectares) located in the municipality of Mineiros, in the State of Goiás. The total amount of the sale was 297 soybean bags per arable hectare, or R$8.5 million (approximately R$39,558 per arable hectare).

The 2009/2010 crop year marked the beginning of our obligations under our supply contract with Brenco to supply the entirety of our sugarcane production from the Araucária farm to them for a term of two complete crop cycles (six crop years and five harvests), which was initially expected to end in 2021/2022. The agreement was not extended due to the sale of the Araucária farm.

Chaparral Farm: As of June 30, 2024, the Chaparral farm had an area of 24,885 hectares. The Chaparral farm was acquired by our subsidiary Imobiliária Cajueiro in November 2007 for R$47.9 million. The deed was granted on September 29, 2008 and was registered on December 12, 2008. The property is located in the Municipality of Correntina, State of Bahia.

In March 2024, we sold an area of 12,335 hectares (8,796 arable hectares) in the Chaparral farm, located in the municipality of Correntina, in the State of Bahia. The total amount of the sale was 350 soybean bags per arable hectare, or R$415.1 million (approximately R$47,189 per arable hectare).

Nova Buriti Farm: As of June 30, 2024, the Nova Buriti farm had an area of 24,212 hectares. The Nova Buriti farm was acquired in December 2007 for the total amount of R$22.0 million. The transfer of 3,064 hectares was made in May 2010 to our subsidiary Imobiliária Flamboyant Ltda. and the remaining 21,147 hectares was transferred to us in August 2017, upon the payment of the balance of the price of the amount of R$12.8 million, with the exclusion of the monetary correction as negotiated with the seller. Our subsidiary Imobiliária Flamboyant Ltda. holds a 13% interest in the property, and we hold the remaining 87%. The property is located in the municipality of Bonito de Minas and Cônego Marinho, State of Minas Gerais in the Southeastern region of Brazil, which is in close proximity to major iron producers who utilize large quantities of biofuel, especially from eucalyptus wood, to generate electricity.

Due to the difficulties we have faced in regard to obtaining licenses for the farm, we are studying alternatives for the property. One such option is to sell the farm to offset the legal reserve, a mechanism contemplated in the environmental code pursuant to which holders of a legal reserve deficit can acquire another area to solve certain issues.

Preferência Farm: As of June 30, 2024, the Preferência farm had an area of 17,799 hectares. The Preferência farm was acquired in September 2008 by our subsidiary Imobiliária Cajueiro for R$9.6 million. The deed was granted on September 4, 2009, and registration was made on February 24, 2010. The property is located in the Municipality of Barreiras, State of Bahia. We use the property for cattle raising and grain cultivation.

Avarandado Farm: On October 11, 2013, we entered into a rural partnership agreement with respect to the Avarandado farm for up to 11 harvests. On March 8, 2023, the partnership was renewed for an additional 13 harvest seasons, with an expected conclusion in July 2036. The Avarandado farm is located in the municipality of Ribeiro Gonçalves, in the state of Piauí, which has had excellent grain production results. We operate an area up to 7,456 hectares, which is suitable for grain crops.

ETH Farm: On May 8, 2015, we entered into a rural partnership agreement with respect to a property located in the municipalities of Alto Taquari and Alto Araguaia, in the state of Mato Grosso (“Partnership III”), pursuant to which we have the right to operate an area of up to 5,128 hectares until March 31, 2026. The properties are close to the Alto Taquari Farm, a region that has had excellent sugarcane production results. This transaction allows us to make use of the operational structure and team already present in the region and ensure greater property management flexibility.

Agro Serra Farm: On January 11, 2017, we entered into a rural partnership agreement with respect to a property located in the municipalities of São Raimundo das Mangabeiras, in the state of Maranhão (“Partnership IV”), pursuant to which we have the right to operate an area of up to 15,000 hectares. The agricultural partnership is already planted mostly with sugarcane and has a term of 15 years, renewable for another 15 years.

Xingu Farm: On August 28, 2018, we entered into a rural partnership agreement with respect to a property located in São Felix do Araguaia, in the state of Mato Grosso (“Partnership V”), pursuant to which we have the right to operate an area of up to 19,425 hectares for up to 10 years. In August, 2018, the partnership agreement was amended in order to reduce our right to operate to an area of up to 17,150 hectares for up to 10 years.

In July 2022, we entered into a rural partnership agreement with respect to a property located in São Felix do Araguaia, in the state of Mato Grosso, in Brazil (Fazenda Nossa Senhora Aparecida) (also included in “Partnership V”), pursuant to which we have the right to operate an area of up to 2,100 hectares for up to six years. This transaction allows us to make use of the operational structure and team already present in the region of Partnership V and ensure greater property management flexibility.

These areas are mature, with more than five years under production and are suitable for a second crop. In July, 2022, we renewed the partnership of Fazenda Jataí, with a total useful area of 3,440 hectares, located in the municipality of São Felix do Araguaia, state of Mato Grosso, for the cultivation of grains, for a period of six years.

Serra Grande Farm*:* In April 2020, we acquired the Serra Grande farm located in Baixa Grande do Ribeiro, in the State of Piauí. The acquisition consisted of an area of 4,489 hectares, 2,904 hectares of which are arable to be developed and are suitable for grains cultivation. The other 1,585 hectares are permanent preservation and legal reserve areas. The acquisition price was R$25.0 million, or R$8,600 per arable hectare. We made an initial payment of R$10.7 million and will make remaining payments in three equal annual installments.

In addition to the acquisition, the Company has an agricultural partnership in an area of 6,013 hectares of arable and developed land, already planted and operated by the Company (Partnership VII). This area is contiguous to the acquired area, has more than 5 years in average of production and high production potential. Partnership VII has a term up to 12 years, with a call option until 2024.

Unagro Farm: On December 9, 2020, we entered into a rural use and call option agreement, valid until October 31, 2021, with respect to a property located in the municipality of Pailón, Chiquitos Province, in Bolivia (“Partnership VIII”), pursuant to which we had the right to operate and purchase an area of 1,065 hectares

In April 2022, we entered into a rural partnership agreement with respect to properties located in Obispo Santiesteban, in the State of Santa Cruz de La Sierra, in Bolivia (Fazendas Bolpebra and La Senda) (also included in “Partnership VIII”), pursuant to which we have the right to operate an area of up to 1,035 arable hectares for up to six years. The properties are located close to the Acres del Sud Farm, a region that has had excellent sugarcane production results. This transaction allows us to make use of the operational structure and team already present in the region and ensure greater property management flexibility.

São DomingosFarm: In July 2022, we entered into a rural partnership agreement with respect to a property located in Comodoro, in the state of Mato Grosso, in Brazil (Fazenda São Domingos) (“Partnership IX”), pursuant to which we have the right to operate an area of up to 6,070 hectares for up to 12 years.

Arrojadinho Farm: On November 22, 2019, we entered into a Merger Agreement with Agrifirma Holding. Under the terms of the Merger Agreement, Agrifima Holding would be merged into us and we would receive all of its assets, rights and obligations, holding 100% of the equity capital of the subsidiary Agrifirma Agro Ltda. and its subsidiaries, in exchange for common shares and Agrifirma Warrants issued by us to the selling shareholders of Agrifirma Holding.

Agrifirma and its subsidiaries (“Agrifirma”) are engaged in the production, manufacture, storage and trading of agricultural products and the provision of agricultural services, as well as the management and commercial exploration of the properties that it owns. Since Agrifirma is engaged in operations in the same sector as us, we expect the following impacts immediately after the Merger: operational, financial and commercial benefits, such as dilution of general and administrative expenses, capture of synergies and economies of scale in the operations and potential appreciation of undeveloped areas.

Agrifirma was originally comprised of its parent company (Agrifirma Agro Ltda.) and four subsidiaries, namely Agrifirma Bahia Agropecuária Ltda., I. A. Agro Ltda., GL Agropecuária Empreendimentos e Participações Ltda. and Agrifirma S.R.L. On September 9, 2020, Agrifirma S.R.L. was dissolved. In addition, I. A. Agro Ltda. and GL Agropecuária Empreendimentos e Participações Ltda. were merged into Agrifirma Bahia Agropecuária Ltda.

The completion of the Merger was subject to certain requirements and conditions precedent, which were met on January 27, 2020, following which we obtained control of Agrifirma. The Merger was accounted for pursuant to IFRS 3 – Business Combinations.

Following the Merger, we added 28,930 hectares to our property portfolio, of which 16,642 hectares are on the Arrojadinho Farm, located in Jaborandi, in the State of Bahia. The Arrojadinho farm is suitable for grain production and cattle raising.

Rio do Meio Farm: On November 22, 2019, we entered into a Merger Agreement with Agrifirma Holding. Under the terms of the Merger Agreement, Agrifima Holding would be merged into us and we would receive all of its assets, rights and obligations, holding 100% of the equity capital of the subsidiary Agrifirma Agro Ltda. and its subsidiaries, in exchange for common shares and Agrifirma Warrants issued by us to the selling shareholders of Agrifirma Holding.

Agrifirma and its subsidiaries are engaged in the production, manufacture, storage and trading of agricultural products and the provision of agricultural services, as well as the management and commercial exploration of the properties that it owns. Since Agrifirma is engaged in operations in the same sector as us, we expect the following impacts immediately after the Merger: operational, financial and commercial benefits, such as dilution of general and administrative expenses, capture of synergies and economies of scale in the operations and potential appreciation of undeveloped areas.

Agrifirma is comprised of its parent company (Agrifirma Agro Ltda.) and four subsidiaries, namely Agrifirma Bahia Agropecuária Ltda., I. A. Agro Ltda., GL Agropecuária Empreendimentos e Participações Ltda. and Agrifirma S.R.L.

The completion of the Merger was subject to certain requirements and conditions precedent, which were met on January 27, 2020, following which we obtained control of Agrifirma.

Following the Merger, we added 28,930 hectares to our property portfolio, of which 12,288 hectares are on the Rio do Meio Farm, located in Jaborandi, in the State of Bahia. The Rio do Meio farm is suitable for grain production and cattle raising.

Sale of Rio do Meio Farm

On September 20, 2021, we entered into an agreement to sell an area comprised of 4,573 hectares (2,859 arable hectares) in the Rio do Meio Farm located in Correntina, in the State of Bahia. The sale price was R$130.1 million (approximately R$45,507 per arable hectare) or 250 soybean bags per arable hectare, which was divided into seven annual installments, with an advance of R$5.3 million, which was already paid, and the first installment in the amount of R$10.6 million was paid in 2021. The remaining balance will be paid in seven annual installments.

In November 2022, we entered into an agreement to sell an area comprised of 1,965 hectares (1,423 arable hectares) in the Rio do Meio Farm located in Correntina, in the State of Bahia. The sale price was R$62.4 million (approximately R$43,900 per arable hectare) or 291 soybean bags per arable hectare. The buyer already made an initial payment of R$17.7 million.

After the sale, Rio do Meio Farm remained on our portfolio, with a total area of 5,750 hectares.

Bananal X Farm: On March 22, 2019, we signed a purchase and sale agreement for a total area of 2,160 hectares (1,714 arable hectares) of the Bananal X Farm, located in Luís Eduardo Magalhães, in the State of Bahia. The agreement was for a fixed price of R$28.0 million to be paid in seven instalments. As of June 30, 2020, the farm was classified as a non-current asset held for sale due to a disagreement with the lessor of the farm that prevented the title transfer to the buyer. On July 31, 2020, the parties reached an agreement and we recognized the sale with a zero profit or loss effect, as the asset was recorded at its fair value, less selling expenses.

On the sale closing date, we received R$7.5 million, and the remaining balance of R$20.5 million was paid by the buyer in three annual instalments through 2023.

Acres del Sud: On December 20, 2020, Cresud initiated a corporate reorganization under which we entered into a share purchase agreement to acquire 100% of the shares issued by the following Bolivian companies: (i) Agropecuaria Acres del Sud S.A.; (ii) Ombu Agropecuaria S.A.; (iii) Yatay Agropecuaria S.A.; and (iv) Yuchan Agropecuarian S.A. (collectively, “Acres del Sud”), all of which were indirectly controlled by Cresud. These properties have a total area of 9,875 hectares, will be used to cultivate grains and sugarcane, and distributed among the properties San Rafael, Las Londras and La Primavera.

On February 4, 2021, after the fulfillment of the conditions precedent negotiated under the share purchase agreement, we assumed control of Acres del Sud. The purchase price was negotiated at R$160.4 million, based on the estimated preliminary net assets calculated as of June 30, 2020, which we paid for in full in cash. The agreement set forth a price adjustment to reflect the equity variation of the Bolivian companies from June 30, 2020 to the base date of the transaction, in accordance with the criteria established by the parties. The procedures for adjusting the price were concluded on March 21, 2021 and generated an additional payment obligation of R$5.4 million, which was paid for by us on April 30, 2021.

Panamby Farm: On September 15, 2022, we acquired the Panamby farm, located in the municipality of Querência, in the State of Mato Grosso. The Panamby farm has an area of 10,844 hectares, 5,379 hectares of which are arable to be developed, suitable for the cultivation of grains and cotton. The acquisition price was R$285.6 million (approximately R$53,100 per arable hectare).

Marangatu Farm: On October 6, 2022, we entered into an agreement to sell an area 863.3 hectares (498 useful hectares) of the Marangatu Farm (“Marangatu I”), a property located in Mariscal Estigarribia, Boquerón, Paraguay. The total amount the sale is US$1,497 thousand (US$3,000 per arable hectare), or R$7,786 on the sale date. On October 21, 2022, the buyer made the initial payment of US$749 thousand (R$3,886), and the remaining balance will be paid in three fixed annual installments.

Alto da Serra Farm: To facilitate industrial-scale sugarcane production, in March 2024, we entered into a partnership agreement with respect to the Alto da Serra Farm with a leading Brazilian company specializing in the production and commercialization of sugar, ethanol, and electricity derived from sugarcane. The partnership agreement is for approximately 7,000 hectares located in Brotas, State of São Paulo, to produce sugarcane

This agreement is expected to allow us to diversify our revenue by entering the sugar market, in addition to producing ethanol. The lease term is staggered, with 5,060 hectares leased in 2024 and the remainder by 2029.

Novo Horizonte Farm:

In August 2024, we acquired Companhia Agrícola Novo Horizonte S.A. The acquired company has a lease agreement for 4,767 hectares in the region of Primavera do Leste, State of Mato Grosso. The value of the transaction was R$36.4 million, and the remaining lease term is 16 years with an average price of 13 soybean bags per hectare.

Commodity Futures Contracts

We enter into sales contracts for the future sale and physical delivery of our agricultural commodities to international import/export companies. Such contracts are primarily with respect to soybean, but also include sugarcane in connection with our exclusive supply agreement with Brenco. In the case of soybean, we may contract a fixed price for all or part of the volume to be delivered. The price is determined according to a contractual formula based on the soybean quotation at the Chicago Board of Trade (CBOT). The price established in U.S. dollars is paid at the end of the commitment period, in reais, according to contractually defined exchange rates prevailing a few days before settlement. The terms of the agreements subject us to fines in the event that we fail to deliver the previously-committed volumes to the purchaser.

Material Agreements

New acquisition – Panamby Farm

On September 15, 2022, we acquired a rural property located in the municipality of Querência, state of Mato Grosso.

The property has an arable area of 5,379 hectares (10,844 hectares of total area), of which 80% are suitable for a second crop. The farm has clay and rainfall levels, and is located at an altitude that, allow cultivation of grains and cotton and is located less than 100 km from paved roads. The farm is located in the Eastern region of the state of Mato Grosso, which is characterized by the high growth of agricultural areas in Brazil, with the advancement of agriculture in pasture areas.

The acquisition value is R$285.6 million (302 soybean bags per arable hectare), which will be paid in two installments, a down payment in the amount of R$140.0 million, paid by the Company in September 2022 and an additional installment to be paid in 2023. This transaction was important for the Company to diversify and expand our presence in the state of Mato Grosso, one of the most important in the production of commodities in the world, and support the growth of our productive area, in addition to real estate gains, with the transformation of pasture areas into agriculture exploration areas.

Lease – São Domingos Farm

On July 21, 2022, we entered into an agricultural partnership agreement with the owner of São Domingos Farm for the commercial exploration of an arable area of approximately 6,070 hectares, located in the municipality of Comodoro, state of Mato Grosso, and the term of the agreement is 12 (twelve) years. Possession of the farm was granted in two phases of 3,035 hectares each, the first in December 2022 and the second in December 2023.

Lease - Xingu Farm

On June 11, 2022, we entered into an agricultural partnership agreement with the owner of Nossa Senhora Aparecida Farm to commercially explore an agricultural area of 2,100 hectares, located in the municipality of São Félix do Araguaia, state of Mato Grosso, the farm was named Xingu Farm (Partnership V) and the agreement has a term of 6 (six) years, started in August 2022. The lessor granted possession of the farm in August 2022, after concluding the intercrop harvesting and the removal of all machinery.

Lease – Regalito Farm

On June 1, 2022, we entered into an agricultural partnership agreement with the owner of Rio Preto Farm to commercially explore an agricultural area of 5,714 hectares, located in the municipality of São José do Xingu, state of Mato Grosso, the farm was named Regalito Farm and the agreement has a term of 12 (twelve) years from June 1, 2022.

Sale of Alto Taquari Farm

On September 1, 2021, we entered into an agreement to sell an area of 3,723 hectares (2,694 arable hectares) of the Alto Taquari Farm located in Alto Taquari, state of Mato Grosso. The total amount of the sale is 1,100 soybean bags per arable hectare, or R$591.3 million (R$219,502 per arable hectare). As of June 30, 2024, the buyer had made a total payment of R$118.2 million. The remaining balance will be paid in eight annual installments.

Sale of Rio do Meio Farm

On September 20, 2021, we entered into an agreement to sell an area of 4,573 hectares (2,859 arable hectares) of the Rio do Meio Farm located in the municipality of Correntina, state of Bahia. The total amount of the sale is 250 soybean bags per arable hectare, or R$130.1 million (R$45,507 per arable hectare). As of June 30, 2024, the buyer had made an initial payment of R$20.3 million. The remaining balance will be paid in seven annual installments.

Sale of Morotí Farm

In October 2022, we sold an area of 863 hectares (498 arable hectares) in the Morotí farm, located in Paraguay. The total amount of the sale was US$1.5 million (approximately US$1,700 per arable hectare); The buyer made an initial payment of U$748,500. The remaining balance will be paid in three equal annual installments.

Sale of Araucária Farm

In March 2023, we sold the entirety of the remaining area of the Araucária Farm, a rural property located in Mineiros, Goiás. The area sold was subject to two contracts, as follows:

Sale 1: 332 hectares (215 arable ha) of Baixadai Area for 297 soybeans bags per arable hectare, or R$8.5 million (approximately R$39,558 per arable hectare). The buyer has already made an initial payment of R$1.6 million.

Sale 2: 5,185 hectares (3,796 arable ha) of Mixed Area (Baixadai and Plateau areas) for 790 soybeans bags per arable hectare, or R$409.3 million (approximately R$107,816 per arable hectare). The buyer has already made an initial payment of R$78.7 million.

Acres del Sud

On December 20, 2020, Cresud initiated a corporate reorganization under which we entered into a share purchase agreement to acquire 100% of the shares issued by the following Bolivian companies: (i) Agropecuaria Acres del Sud S.A.; (ii) Ombu Agropecuaria S.A.; (iii) Yatay Agropecuaria S.A.; and (iv) Yuchan Agropecuarian S.A. (collectively, “Acres del Sud”), all of which were indirectly controlled by Cresud. These properties have a total area of 9,875 hectares, will be used to cultivate grains and sugarcane, and distributed among the properties San Rafael, Las Londras and La Primavera.

Unagro Farm

On December 9, 2020, we entered into a rural use and call option agreement with respect to a property located in the municipality of Pailón, Chiquitos Province, in Bolivia (“Partnership VIII”), pursuant to which we have the right to operate and purchase an area of 1,057.4 hectares

Agrifirma

On November 22, 2019, we entered into a Merger Agreement with Agrifirma Holding. Under the terms of the Merger Agreement, Agrifima Holding would be merged into us and we would receive all of its assets, rights and obligations, holding 100% of the equity capital of the subsidiary Agrifirma Agro Ltda. and its subsidiaries, in exchange for common shares and Agrifirma Warrants issued by us to the selling shareholders of Agrifirma Holding.

The completion of the Merger was subject to certain requirements and conditions precedent, which were met on January 27, 2020, following which we obtained control of Agrifirma.

Based on the terms of the Merger Agreement, the consideration transferred in the form of shares was determined based on an initial exchange ratio (preliminary numbers), final exchange ratio (adjustment to exchange ratio) and adjustments due to indemnifications. The Merger Agreement also sets forth the minimum number of shares to be transferred at 5,392,872.

The parties agreed to define a first exchange ratio based on preliminary book values as of June 30, 2019, adjusted for the market value of the real estate held by us and Agrifirma Holding, according to an appraisal report issued by a specialized third party. In addition, part of the consideration was agreed to be issued by us in the form of subscription warrants. As a result, the number of shares and warrants to be issued to the shareholders of Agrifirma was set at 5,215,385 shares and 654,487 warrants.

Pursuant to the Merger Agreement, the initial exchange ratio was adjusted to reflect the changes in the assets described above on the preliminary balance sheet as of June 30, 2019 through the acquisition date, on January 27, 2020, which was the date of the consummation of the Merger Agreement.

On April 1, 2020, we notified the former shareholders of Agrifirma Holding that the final exchange ratio, based on the changes in net equity from June 30, 2019 to January 27, 2020, was determined and reached the minimum number established in the merger agreement, totaling 5,392,872 shares as the final consideration to be paid by us.

The Merger Agreement also sets forth certain obligations for the payment of compensation by us and the selling shareholders of Agrifirma if certain contractually indemnifiable losses occur within two years from the date of the Merger Agreement.

On June 18, 2020, we and the selling shareholders of Agrifirma signed a settlement agreement, pursuant to which the final exchange ratio was agreed at the minimum number of shares, totaling 5,392,872 shares. The parties also agreed that, given the resolution of a contingency by the date of the settlement agreement, the selling shareholders of Agrifirma agreed to return the amount of R$3.5 million in restricted shares and Agrifirma Warrants on January 27, 2022, which were calculated using the market price of our average share price during the 90 days prior to the settlement date.

The unrestricted shares issued for the consideration in connection with the acquisition of Agrifirma’s control are recognized as equity. The restricted shares, the Agrifirma Warrants and the Agrifirma Warrant dividends are recorded under “other liabilities” in the statement of financial position as their final amount may vary due to certain conditions set forth in the Merger Agreement and, for such reason, do not meet the definition of equity instrument in accordance with IAS 32 – Financial Instruments, and therefore are recognized as financial liabilities at fair value through profit or loss. The restricted shares are considered in the calculation of basic earnings per share, while the Agrifirma Warrants are considered potential common shares and as such included in the calculation of diluted earnings per share. See notes 21 and 27 to our financial statements for the fiscal year ended June 30, 2024.

Serra Grande Farm Acquisition

In April 2020, we acquired the Serra Grande farm located in Baixa Grande do Ribeiro, in the State of Piauí. The acquisition consisted of an area of 4,489 hectares, 2,904 hectares of which are arable to be developed and are suitable for grains cultivation. The other 1,585 hectares are permanent preservation and legal reserve areas. The acquisition price was set at R$25.0 million, or R$8,600 per arable hectare. We made an initial payment of R$10.7 million and the balance will be paid through three equal annual installments.

In addition to the acquisition, the Company has an agricultural partnership in an area of 5,473 hectares of arable and developed land, already planted and operated by the Company during the 19/20 harvest (Partnership VII). This area is contiguous to the acquired area, has more than 5 years in average of production and high production potential. Partnership VII has a term up to 12 years, with a pre-fixed call option until 2024.

Xingu Farm

On July 11, 2018, we entered into an agricultural rural partnership agreement with 3SB Produtos Agrícolas S.A. (“Brasilagro/3SB Partnership Agreement”), which was amended on August 28, 2018. The scope of 3SB Partnership Agreement involved a total of 11 rural properties, all located in the Municipality of São Felix do Araguaia, in the State of Mato Grosso, comprising a total agricultural area of 23,615 useful hectares. 3SB Produtos Agrícolas S.A. holds the rural properties under the Brasilagro/3SB Partnership Agreement by reason of rural lease agreements that it had previously entered into with the owners of such properties. For this reason, the term of the Brasilagro/3SB Partnership Agreement varies from property to property, according to the term of each rural lease agreement entered into with each the owners. On June 1, 2019, the total agricultural area of the Brasilagro/3SB Partnership Agreement was reduced by 3,242 useful hectares. On June 13, 2019, we entered into a new rural lease agreement with the owner of Fazenda Santa Luzia and Fazenda Jataí II (following the expiration of the rural lease agreements orignially entered into with 3SB Produtos Agrícolas S.A.). Considering both the Brasilagro/3SB Partnership Agreement and the agreements that we entered into with the owner of Fazenda Santa Luzia and Fazenda Jataí II, the total agricultural area currently occupied by us in São Felix do Araguaia, in the State of Mato Grosso, is 20,138 hectares.

Agro Serra Farm

On February 7, 2017, we entered into two agreements for an agricultural partnership in relation to a property in São Raimundo das Mangabeiras, state of Maranhão, or Partnership IV.

The first agreement under Partnership IV establishes an agricultural partnership with Agro Pecuária e Industrial Serra Grande Ltda. (“Serra Grande”), which consists of a sugarcane exploration agreement of an area of around 15,000 hectares. The agricultural partnership will last for 15 years from the date of the agreement and may be extended for the same period. The amount to be paid to Serra Grande corresponds to 10% of the entire production obtained in the area referred to in the agreement and the initial volume to be produced in the area during the first year of the agreement was established at 850,000 tons. After this period, spanning between one and five years, the minimum volume to be produced in the partnership areas is 4,500,000 tons of sugarcane, and from the sixth year onward until the expiration of the agreement, the minimum production volume is 1,250,000 tons of sugarcane per crop year.

The second agreement under Partnership IV governs the rights and obligations of the agricultural partners, through which we acquired sugarcane crops planted by the agricultural partner in the areas referred to in the partnership agreement described above. This agreement meets the definition of a finance lease. As consideration, we undertake to return, at the end of the agreement, the area referred to in the partnership agreement together with sugarcane stubble crops with the capacity to produce 850,000 tons of sugarcane in the crop year subsequent to the termination of the agricultural partnership agreement.

Brenco – Companhia Brasileira de EnergiaRenovável

In March 2008, we signed two contracts for the exclusive supply to Brenco of the entirety of our sugarcane production over two full crop cycles. One of the contracts relates to our cultivation of an area of approximately 5,718 hectares at our Araucária farm and the other relates to approximately 3,669 hectares at our Alto Taquari farm. The price per ton, for the purpose of these agreements, is determined based on Total Recoverable Sugar, or ATR, price per ton of sugarcane effectively delivered, with ATR corresponding to the quantity of sugar available in the raw material, minus sugar content lost during the production process, multiplied by the market prices of sugar and ethanol sold by regional plants in the internal and external market, in each case, as determined by the Counsel of Sugarcane, Sugar and Alcohol Producers in São Paulo (Conselho de Produtores de Cana, Açúcar e Álcool de São Paulo, or CONSECANA).

For the year ended June 30, 2024, net revenue of our sugarcane production to Brenco was R$69.5 million, representing 29.4% of our total net revenue. The purpose of the contracts is not to secure a more favorable price than the market price, since we expect that the ATR price as determined by CONSECANA will be generally equivalent to the market price, but rather to secure the sale of our sugarcane production over the long term. We believe this gives us the predictability that makes it practicable for us to grow and commercialize sugarcane, given that sugarcane crops have a productive cycle lasting six years from the first harvest.

On May 8, 2015, we executed three agreements with Brenco:

The first agreement consists of a rural sub partnership to operate nine farms located in the municipalities of Alto Araguaia and Alto Taquari, in the state of Mato Grosso. The sub partnership started at the date of its signature and is estimated to end on March 31, 2026. The areas are to be used for the plantation and cultivation of sugarcane, which cannot exceed the duration of the contract. This contractual partnership meets the definition of an operating lease. The payment must always be in kind (tons of sugarcane) and delivered at the mill owned by Brenco, which is located in the vicinity of the farms, during the harvest period of the product. The quantity to be paid for the duration of the contract shall be established in tons per hectare and varies according to the area being explored. According to this contract, the quantity to be paid in the long term corresponds to 529,975 tons of sugarcane, of which 174,929 tons will be paid within one to five years and 355,046 tons will be paid after more than five years up to the expiration of the agreement.

The second agreement relates to the regulation of rights and obligations between agricultural partners from whom we acquired the crops of sugarcane planted by Brenco in the properties subject to the sub partnership agreement described above. This contract meets the definition of a financial leasing. The payment must always be in kind (tons of sugarcane) and delivered at the mill owned by Brenco during the harvest period of the product. According to this contract, the quantity to be paid in the long term corresponds to 53,845 tons of sugarcane, of which 18,604 tons will be paid within one year and 35,241 tons will be paid within one to five years.

In the year ended June 30, 2024, we delivered a total of 523,206 tons of sugarcane pursuant to the agreements described above.

The third agreement regulates the exclusive supply to Brenco of the total sugarcane production in the properties included in the sub partnership agreement for two crop cycles, one cycle shall be effective until the depletion of the already existing sugarcane crops and the other cycle consists of the sugarcane being planted by us.

Acquisition of Companhia Agrícola Novo Horizonte S.A.in Brazil

In August 2024, we completed the acquisition of Companhia Agrícola Novo Horizonte S.A. The acquired company has a lease agreement for 4,767 hectares, located in the Primavera do Leste, State of Mato Grosso, as a strategic acquisition. The transaction was valued at R$36.4 million and was subject to approval by the Administrative Council for Economic Defense (CADE) and the fulfillment of other regulatory conditions.

Novo Horizonte operated within Novo São Joaquim, Mato Grosso, situated approximately 100 kilometers from Primavera do Leste, one of Brazil’s most important agricultural production regions. The leased property encompassed 4,767 arable hectares, of which 670 hectares were irrigated, making the land highly suitable for the cultivation of both primary and secondary crops, including grains and cotton. The lease agreement was entered into on August 17, 2020 with a 20-year term until June 30, 2040.

This acquisition strategically enhanced BrasilAgro’s presence in a region characterized by optimal altitude, favorable topography, and abundant rainfall, which are ideal for robust agricultural activities. The inclusion of irrigated land is expected to bolster our operational performance by expanding production capacity and enhancing the efficiency of crop cultivation. Additionally, the diversified agricultural portfolio resulting from this acquisition is expected to contribute to sustainable long-term value creation and reinforce BrasilAgro’s leadership in the agribusiness sector.

By integrating Novo Horizonte’s operations, BrasilAgro leveraged advanced agricultural practices and technological innovations, further driving productivity and profitability. This acquisition is aligned with our commitment to sustainable growth and strategic objective to capitalize on high-potential agricultural regions across Brazil.

Sale of Chaparral Farm

The Chaparral farm was acquired by our subsidiary Imobiliária Cajueiro in November 2007 for R$47.9 million. The deed was granted on September 29, 2008 and was registered on December 12, 2008. The property is located in the Municipality of Correntina, State of Bahia.

As of June 30, 2024, the Chaparral farm had an area of 24,885 hectares.

Lease Agreement with Respect to the Altoda Serra Farm

To facilitate industrial-scale sugarcane production, in March 2024, we entered into a partnership agreement with a leading Brazilian company specializing in the production and commercialization of sugar, ethanol, and electricity derived from sugarcane. The partnership agreement is for approximately 7,000 hectares located in Brotas, State of São Paulo, to produce sugarcane.

Under this partnership, our counterparty will transfer direct ownership of designated agricultural areas from rural properties owned by third parties, which it holds under agricultural partnership contracts or rural leases, totaling approximately 7,000 hectares.

The partnership agreement is expected to last for two sugarcane cycles and may be renewed or extended for an additional two-year period or for the duration necessary to exploit the crop during a production cycle, whichever occurs first. The transfer of possession will be executed in phases, with a specific transfer agreement to be signed for each property that constitutes an “agricultural area.” The partnership agreement is expected to expire no earlier than 2035/2036, depending on the effective exhaustion of the sugarcane fields and/or the extension of the sugarcane cycles.

Sugarcane produced under the transfer agreements will be allocated according to the proportions established in the agreements, ensuring that our counteparty receives a minimum share of the sugarcane production from the agricultural areas. This minimum share corresponds to the minimum share guaranteed to property owners in their respective agricultural agreements, as explicitly detailed in each transfer agreement.

Raw Material Acquisition Risks

For the acquisition of farming inputs, our primary risks are foreign-exchange variations, the supply and demand of each input, farming commodity prices and freight prices. Our dependence on imported raw materials is also subject to supply and customs clearance delays. We are also subject to risks regarding the availability of fertilizers, and of the specific varieties of seeds we use, which are affected by weather conditions, among other factors.

In addition, the price of diesel fuel, which is the primary fuel used in farming machinery and trucks, is affected by the variation in oil prices as well as by the price-control policies adopted by the Brazilian government.

See “Item 3—Key Information—Risk Factors—Risks Relating to our Business and Industry” for information regarding the prohibition of the use of glyphosate and the freight rate schedule.

Customers

We currently sell a substantial portion of our total crop production to a small number of customers who have substantial bargaining power. In the year ended June 30, 2024, three of our customers were responsible for 43.5% of our revenue, and each of these three customers was responsible for at least 10% of our revenue. Of these three customers, two were responsible for 41.1% of our revenue in the grain/cotton segment, and one was responsible for 56.8% of our revenue in the sugarcane segment. There are no customers in the other segments that account for 10% or more of our revenue in relation to our total revenue. See “Item 3—Key Information—Risk Factors—Substantially all of our revenue is derived from a small number of customers, which may adversely affect our business, financial condition and results of operations.”

Competition

The agriculture industry is composed of widely traded commodities, where the prices are freely determined based on supply and demand. The supply side is characterized by a large number of producers, each contributing a small part of the total production and thus having minimal influence over commodity prices, which are generally determined by indexes or exchanges in international markets, as is the case with soybean, the price of which is largely determined by the CBOT. Agricultural commodity producers therefore compete largely based on their production costs, and their scale of production. At the domestic level, producers compete on similar conditions, whereas at the international level, competition is affected significantly by, among other factors, government policies such as subsidies to agricultural producers, which can be substantial in developed countries.

Land acquisition is subject to intense competition. In this case, we compete to acquire the most appropriate land for cultivating our agricultural products. We believe that this process has contributed to an increase in land prices over the years and that the strongest competition has been from the larger groups having in-depth knowledge of the sector, management excellence and continuous objectives to increase their agricultural area portfolio. We understand that these large groups are mainly SLC Participações, operating in four Brazilian states; and Terra Santa Agro. In addition, we may face significant competition from large international companies which have greater financial resources than we do.

Seasonality

Our principal products are subject to seasonality variations between the crop season and the off-season. The off-season occurs between the end of the harvest of a crop year and the beginning of the harvest of the following crop year. Such period occurs at different parts of the year depending on the agricultural product, as follows: (i) the off-season for grains in Brazil typically occurs between August and January; (ii) the off-season for sugarcane in Brazil typically occurs between December and March; and (iii) the off-season for cattle-raising in Brazil typically occurs between September and January. Because of the reduced supply of agricultural products during each product’s respective off-season, prices for such products are typically higher during that time.

Throughout the year, our working capital needs vary significantly depending on the harvest period of grains, sugarcane and other crops in Brazil. Changes in the harvest periods, resulting from unfavorable weather or financial restrictions on us, have a direct impact on our inventory levels, advances to producers, loans and sales volume during the year.

Insurance

Our businesses are generally subject to a number of risks and hazards, which could result in damage to individuals, or destruction of properties, facilities and equipment. As a general rule, we believe that our insurance coverage against risks that are typical in our business is adequate and consistent with the usual practices adopted by other companies operating in the same sector in Brazil. Nevertheless, we cannot ensure that the coverage set forth in our insurance policies will suffice for purposes of protecting us from all losses and damages that may occur.

We maintain comprehensive insurance coverage to safeguard our operations. Our insurance policies include coverage for: (i) civil liability, which covers compensation for damages caused to third parties; (ii) specific machinery, such as harvesters and planters; (iii) irrigation pivot systems across our farms; (iv) our storage infrastructure (silos); and (v) fleet of vehicles and office equipment.

We have also a Directors and Officers (D&O) insurance policy, which covers the members of our board of directors, executive board, audit board or other body created by our bylaws or employees that hold a management position to which they have been elected or appointed, provided that such election or appointment has been ratified by competent bodies, as applicable, and that the indemnification shall always be subject to the limits provided in the respective insurance policy. Consultants, external auditors, shareholders, partners, interveners, depositaries, or liquidators of the Company are not covered by this D&O insurance policy. This insurance policy covers civil liability up to R$50.0 million, and environmental damages up to R$50.0 million. This policy is currently in force and will expire on February 2, 2025.

Intellectual Property

In Brazil, title to a patent or trademark is obtained by means of the registration with the National Institute of Industrial Property (Instituto Nacional de PropriedadeIndustrial, or INPI). When such right is granted, the titleholder is ensured the exclusive use right thereof all over Brazil for a period of ten years, which may be renewed for successive equal periods indefinitely, as long as there is an interest in maintaining the trademark ownership.

Pursuant to the Brazilian legal framework, a trademark can be categorized as either a product, service, certification or collective mark. With regard to its presentation in local law, the trademarks can be nominative, mixed, figurative or three-dimensional. During the registration process, the depositor has an expectation of right to use the deposited trademarks, which he may avail himself from in order to identify its products or services until the registration process is ultimately concluded.

We have filed three trademark registration applications with the INPI for the trademark name (which corresponds to our current corporate name) “BrasilAgro – Companhia Brasileira de Propriedades Agrícolas” under Nos. 828045089, 828045097 and 828045100.

Registration No. 828045089 concerning intermediation, purchase, sale or lease of properties, land, buildings and real estate in rural and urban areas, intermediation in real estate transactions of any kind, as well as participation in other companies, in undertakings in Brazil and abroad was granted to us by the INPI on June 2, 2020 and will expire on June 2, 2026. Registration No. 828045097 concerning marketing, distribution, importation and export of agricultural and livestock products was granted to us by the INPI on June 5, 2012 and will expire on June 5, 2032. Registration No. 828045100 concerning products related to agriculture and livestock, such as agricultural products, vegetables, forestry, grains and animals, fruits, vegetables, seeds, plants and natural flowers and animal feed was granted to us by the INPI on September 20, 2016 and will expire on September 20, 2026.

We also have filed three trademark registration applications for the trademark name “BrasilAgro – Companhia Brasileira de Propriedades Agropecuárias,” under applications No. 827971575, 827971567 and 827971583. Registration No. 827971567 was approved on April 7, 2020 and will expire on April, 7, 2030. Registration Nos. 827971575 and 827971583 were approved on June 14, 2011 and January 28, 2014, respectively, and will expire on June 14, 2031 and January 28, 2034, respectively.

In addition, we filed three trademark registration applications for the single name “BrasilAgro.” The first one, filed at INPI under No. 829541870 is a service trademark, refers to NCL (9) 35 - marketing, distribution, importation and export of agricultural and livestock products, was approved on November 1, 2011 and expires on November 1, 2022. The second one, filed under No. 829541853, refers to a product trademark, on NCL 31, involving products related to agriculture and livestock, such as agricultural products, vegetables, forestry, grains and animals, fruits, vegetables and fresh vegetables, seeds, plants and natural flowers, animal food and malt, was approved on September 20, 2016 and remains in force until September 20, 2026. Finally, the third trademark registration application for the name “BrasilAgro” had the analysis thereof postponed by means of a decision dated June 28, 2011 and is currently halted given that it is pending of evaluation of another prior trademark registration application by the INPI.

Following the Merger of Agrifirma, we also became the title owner of the following trademarks: (i) Registration No. 830154647, concerning the participation in other companies as a partner or shareholder, purchase and sale of real estate, and management of real estate, which was renewed on February 8, 2021 and will expire on February 8, 2031; (ii) Registration No 830154566, concerning coffee and cotton processing services, which was registered on November 29, 2016 and will expire on November 29, 2026; (iii) Registration No 830154620, concerning harvesting services (agricultural services), services of advice, consultancy and information on research in the field of agriculture, which was renewed on February 8, 2021 and will expire on February 8, 2031; (iv) Registration No. 830154663, concerning buying, selling, importing, exporting and commercialization of products related to agriculture, livestock and reforestation, such as coffee, cotton, soy, corn, firewood, cattle and their derivatives, such as meat and milk, which was registered on February 14, 2012 and will expire on February 8, 2031; and (v) Registration No. 830154582, concerning transport and storage services, which was renewed on February 8, 2021 and will expire on February 8, 2031.

Risk Management

We analyze and monitor the various risks to which our business and operations are exposed. In addition to monitoring the specific factors that directly affect our agricultural production and business operations, we also monitor the risks derived from commodity price variations for our individual agricultural products, as well as foreign-exchange variations. Through our risk management policy coordinated among our internal departments, Risk Management Committee and board of directors, we hedge our exposure to commodity price risks for our transactions through over-the-counter instruments including options and futures contracts negotiated in the commodity market and maintain our exposures within pre-established limits.

Cash Management

To the extent we are unable or decide not to deploy our capital through agricultural property acquisitions or other investments, we maintain any uninvested cash and cash equivalents in an investment fund, which holds investments in fixed income securities in short-term, liquid investments (such as bank certificates of deposit, government securities and other cash-equivalents).

Regulation

In addition to the descriptions of regulatory matters set forth below, see the description of certain legal proceedings, including judicial and administrative proceedings relating to regulatory matters, set forth in “Item 8—Financial Information—Legal Proceedings.”

Environmental Regulation

The development of our agribusiness activities depends on a number of federal, state and municipal laws and regulations related to environmental protection. We may be subject to criminal and administrative penalties, besides being obligated to restore the environment and reimburse third parties for possible damages arising from non-compliance with such laws and regulations.

Administrative Liability

Administrative liability derives from an action or omission that results in violation of the standards of preservation, protection or restoration of the environment. Federal Decree No. 6,514 of July 22, 2008 establishes a set of sanctions that may be imposed as a result of breach of environmental regulation. Such sanctions include warning, fine, destruction of the product, suspension of activities, termination of tax benefits and credit lines granted by public institutions. Fines are determined based on the relevance and economic impact of the breach and can reach R$50.0 million. See “Item 3—Key Information—Risk Factors.”

Civil Liability

Under civil law, the offender is strictly liable for any environmental damage and subject to an objective standard of care, which creates liability regardless of negligence by the offender. Consequently, we are jointly liable with any third parties providing services for us to the extent their activities cause environmental damage. Environmental regulation also permits the regulator to recover damages from the controlling entity through the chain of share ownership if the direct offender is unable to pay the related damage.

Criminal Liability

Our officers, directors, employees and agents who engage in environmental crimes are subject to criminal sanctions, including fines, prison sentences and the imposition of community service requirements.

Environmental Licenses

Environmental licensing is required for activities utilizing environmental resources that are considered potentially pollutant, or those that may in any way cause environmental degradation. Some Brazilian states, Paraguay and Bolivia require licenses for agricultural and animal-raising activities.

The environmental licensing procedure includes authorizations to change land use, water use licenses, licenses for agriculture, animal-raising activities and livestock activities, etc. All of these licenses guarantee that activities are being carried out in compliance with environmental laws and their possible impacts are being mitigated or compensated.

We have or are in the process of obtaining environmental licenses for all of four operations. As of June 30, 2024, we own and manage 70 environmental licenses, including water use licenses, operating permits, controlled burning and vegetation clearing permits.

Protected Areas

All rural properties in Brazil are required by law to maintain legal reserve areas. A legal reserve area is an area of each rural property where deforestation is not allowed and that is necessary for the sustainable use of natural resources, conservation and rehabilitation of ecological processes, conservation of biodiversity and shelter and protection for native fauna and flora. These areas are required in perpetuity and, in some cases, are recorded as such in the real estate registry.

In Brazil, it is mandatory to maintain as legal reserve at least 80% of an agricultural property located in Floresta biome within Amazonia Legal, 35% for an agricultural property in the savannah region within Amazonia Legal and 20% for an agricultural property located in other forms of native vegetation in other regions of Brazil. In Paraguay, it is mandatory to maintain as legal reserve at least 25% of all agricultural property with more than 20 hectares in forest regions and also a corridor of native vegetation of at least 100 meters for every 100 hectares of agricultural or livestock.

Our properties in Brazil and Paraguay have legal reserve areas, and a part of such legal reserves are currently being recorded with applicable government agencies. Additionally, applicable environmental laws require the protection of certain other areas, such as permanent preservation areas.

Permanent preservation areas are spaces, in both public domain and private domain, where the exercise of property rights has been limited. Permanent preservation areas include the margins of any water streams, the surroundings of headwaters and of natural water reservoirs, as well as lands inclined more than 45º. It is only be possible to modify these areas through previous authorization obtained from the competent state environmental agency.

In addition to these areas, there are also areas for environmental compensation, and ecological corridors, which safeguard interconnection of fragments of vegetation, ensuring protection of local biodiversity. Protected areas may not be suppressed and may be used only under a regime of sustainable forest stewardship in accordance with technical and scientific criteria set forth in applicable regulations.

As of June 30, 2024, 64,810.44 hectares, or approximately 32% of the total area of our properties, consisted of protected areas.

Rural Environmental Register (CAR)

In Brazil, all rural properties are required by law (Law No. 12.651/12 and Decrees Nos. 7.830/2012 and 8.235/2014) to register with the rural environmental register (“CAR”). This electronic registration integrates environmental information regarding the property, deforestation control, the monitoring and combating of forests and other forms of native vegetation, as well as environmental and economic planning of rural properties. The CAR gathers environmental information for each property regarding the situation of permanent preservation areas, legal reserve areas, forests and remnants of native vegetation, restricted use areas, consolidated areas, etc.

This register requires the rural proprietary to regularize their environmental situation. It is a requirement to have access to credit, however, sanctions are not imposed for those who are not registered with CAR.

All of our owned properties are registered or in the process of being registered with CAR. We currently own and manage approximately 207 CARs.

Climate Change

Climate risks, including irregular climate patterns and extreme events such as droughts, floods, frosts, and temperature extremes, have the potential to affect our operations. To address these risks, we have diversified our portfolio across various regions in Brazil, selecting crops and varieties that are well-adapted to the specific conditions of each property. Additionally, we have expanded our irrigated areas to counteract the effects of irregular rainfall in certain regions. Our investments in connectivity, new technologies, and adoption of best conservation practices, alongside our robust governance and regulatory compliance efforts, further support our risk management strategies.

Regarding greenhouse gas emissions and removals, we have performed a greenhouse gas inventory in accordance with international, national, and sector-specific standards, including the GHG Protocol. In the year ended June 30, 2024, our recorded emissions and removals were 403,859 tons and (155,874) tons of CO2, respectively.

Certifications

Recognitions and certifications are valuable for business strategy, attesting to the company’s environmental compliance. We have the Round Table on Responsible Soy (RTRS) certification at Fazenda São José (MA), the Responsible Brazilian Cotton (ABR) and Better Cotton Initiative (BCI) certificate at the farms in Bahia (Arrojadinho and Chaparral); the Jaguar certificate at Fazenda Preferência (BA), the Triple Sello in Bolivia and Renovabio (in Alto Taquari).

Ownership of Agricultural Land in Brazil byForeigners

In August 2010, the then-president of Brazil approved Opinion AGU-LA-2010 of the Federal Attorney General’s Office (AGU). The AGU-LA-2010 Opinion revised Opinions GQ-181 of 1998 and GQ-22 of 1994, accepted paragraph 1 of article 1 of Law No. 5,709/1971 and article 1 of Decree No. 74,965/1974 (which regulates Law No. 5,709/1971), in the light of the Brazilian Federal Constitution of 1988, and considered companies headquartered in Brazil with majority foreign ownership that grants their owners the power to influence the resolutions of the general meeting, to elect the majority of the company’s directors and to direct the company’s business activities and guide the functioning of the company’s corporate governance bodies, for the purposes of Law No. 5,709/1971, as foreign companies. As a result, Brazilian companies treated as foreign companies for the purposes of Law No. 5,709/1971 became subject to restrictions on the acquisition of rural properties in Brazil, under the terms of Law No. 5,709/1971 and Decree No. 74,965/1974. Under Article 23 of Federal Law No. 8,629/1993, the same restrictions apply to the leasing of rural properties by foreigners.

Article 9 of Decree No. 74,965, of November 26, 1974, which regulates Law No. 5, 709/1971, provides that the interested party wishing to obtain authorization to acquire a rural property must apply to INCRA stating: (i) whether or not they own other rural properties; (ii) whether, considering the new acquisition, their properties in the aggregate do not exceed an area equivalent to 50 indefinite exploitation modules (MEI), in a continuous or discontinuous area; (iii) the purpose for using the property, by means of the presentation of an exploitation project, if the area exceeds 20 MEIs. Article 12 of Decree No. 74,965/1974 provides that the interested party seeking approval of the project must submit it to the competent body, which is: (i) INCRA, for colonization; (ii) SUDAM and SUDENE, for agricultural and livestock projects located in their respective jurisdiction areas; and (iii) the Ministry of Industry and Commerce, for industrial and tourist projects, through the Industrial Development Council and the Brazilian Tourism Company, respectively. The project must be accompanied by documents showing, among other things: (i) the total area of the municipality where the property to be acquired is located; and (ii) the sum of the rural areas registered in the name of foreigners in the municipality, by nationality group. In addition, agricultural areas belonging to foreigners or Brazilian companies whose majority share capital is held by foreigners must not exceed 25% of the municipality’s surface area, up to 40% of which must not belong to foreigners or Brazilian companies whose majority share capital is held by foreigners of the same nationality, which means that the sum of agricultural areas belonging to foreigners or Brazilian companies whose majority share capital is held by foreigners of the same nationality must not exceed 10% of the surface area of the relevant municipality.

Since the approval of the AGU-LA-2010 Opinion, there has been no approval of acquisitions or leases by Brazilian companies whose majority share capital is held by foreigners by INCRA.

Law No. 13,986, of April 7, 2020, amended Law No. 5,709/91 and established that the limitations mentioned above do not apply to: (i) the constitution of real estate collateral or real guarantees (including the transfer of fiduciary ownership of real estate); and (ii) the settlement of debts arising from the execution of real estate collateral or real guarantees. Both exceptions favor Brazilian companies whose majority share capital is held by foreigners of the same nationality or foreign entities, which creates certain business opportunities.

In accordance with the applicable regulations, we are unable to identify with certaintiy what percentage of our share capital is held by foreign final beneficiaries. If the relevant authorities in Brazil conclude that we should be considered a foreign company for the purposes of Law No. 5,709/71, we may be subject to challenges involving acquisitions and leases made by the Company after the approval of the AGU-LA- 2010 Opinion, and the possible application of Law No. 5,709/71 could result in substantial delays in our future acquisitions of rural properties and our inability to obtain the necessary approvals. In addition, acquisitions made in breach of existing restrictions may be declared null and void.

A trial began before the Brazilian Supreme Court (STF) in February 2021, with the vote of the rapporteur Justice stating that the restrictions on companies considred to be controled by a foreign entity must be maintained. A second Justice asked to pause the proceedings to review the file, thereby interrupting the trial, which was only resumed in June 2021, when the Justice presented his vote diverging from the rapporteur, confirming the inapplicability of the restrictions. As of the date of this annual report, a final judgment is still pending, and we are not able to provide an estimate of the timeframe for a final judgment to be issued by the Supreme Court. Depending on the final decisions of these pending lawsuits, we may need to modify our business strategy and intended practices in order to be able to acquire agricultural properties.

Depending on the final decisions of these lawsuits, we may need to modify our business strategy and intended practices in order to acquire rural properties. This may have the effect of increasing the number of transactions we must complete, which would increase our transaction costs. It may also require us to adopt alternative measures to reduce our interest in companies that own or lease rural properties, including entering into joint ventures, which increases the complexity and risks associated with these transactions.

C.	Organizational Structure

The chart below illustrates our corporate structure as of June 30, 2024. All of our subsidiaries are incorporated in Brazil, Bolivia and Paraguay.

(1)	Part of our common shares are held by Cresud, in its capacity<br>as our significant shareholder, are deposited with The Bank of New York Mellon, in the form of ADRs (American Depositary Receipts). These<br>common shares account for 34.22% of our common shares and include the common shares held by Cresud S.A.C.I.F.Y.A., as well as by Cresud’s<br>controlling shareholder, Mr. Eduardo Elsztain, and by Agro Managers, a company incorporated under the laws of Argentina and controlled<br>by Cresud.
(2)	The percentage of 10.64% of our common shares held by Charles<br>River Capital considers the consolidated position of all of the funds managed by Charles River Capital.
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D.	Property, Plants and Equipment
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See “—History and Development of the Company—Overview,” “—Business Overview—Agricultural Activities and Products,” “—Business Overview—Leases,” “—Business Overview—Investment Properties,” “—Business Overview—Agricultural Properties,” “—Business Overview— Environmental Regulation” and “—Business Overview—Environmental Licenses.”

ITEM 4A—UNRESOLVED STAFF COMMENTS

There are no unresolved staff comments as of the date of this annual report.

ITEM 5—OPERATING AND FINANCIAL REVIEWAND PROSPECTS

You should read the following discussion in conjunction with our audited consolidated financial statements and the accompanying notes included elsewhere in this report. Our audited annual consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by IASB.

The following discussion contains forward-looking statements that involve risks and uncertainties, in particular with respect to our historical and future results of operations and financial condition. See “Forward-Looking Statements” and “Item 3. Key Information—Risk Factors.”

A.	Operating Results

Impact of the Ongoing Conflict between Russiaand Ukraine and the Conflict between Israel and Hamas

We have been following the developments of the conflict between Russia and Ukraine since February 2022 and the conflict between Israel and Hamas and related conflicts in the Middle East. Although neither our customers nor suppliers reside in such countries, we expect that the price of some agricultural inputs necessary for our operations, such as fertilizers and fuel, may increase due to the impact of such conflicts on the global economy and geopolitical instability. The war in Ukraine has led to significant disruptions in global agriculture, and in the energy and fertilizer markets, causing price volatility and supply chain challenges. Similarly, the conflict between Israel and Hamas, and related conflicts in the Middle East, have the potential to affect global grain and fertilizer prices, further exacerbating the cost pressures on our operations. In addition, the increase of fuel and fertilizer prices, as well as logistical costs resulting from these conflicts, may have an adverse effect on our business, financial condition, and results of operations.

Business Drivers and Measures

Brazilian Macroeconomic Environment

Our financial condition and results of operations are influenced by the Brazilian economic environment.

In 2021, the Brazilian economy began to grow considerably. The Brazilian GDP increased 4.6% in 2021, 2.9% in 2022, and 2.5% in 2023. It grew 2.5% in the first six months of 2024. Inflation, as measured by the Broad Consumer Price Index (Índice de Preços ao Consumidor Amplo) (IPCA), published by IBGE, was 10.06% in 2021, 5.78% in 2022 and 4.62%% in 2023. Cumulative inflation in the first six months of 2024, calculated by the same index, was 2.85%.

In 2021, the real depreciated by 7.4% against the U.S. dollar, and on December 31, 2021, the real/U.S dollar exchange rate was R$5.5799. In 2022, the real appreciated by 6.5% against the U.S. dollar, and the real/U.S. dollar exchange rate was R$5.2177 per US$1.00 on December 31, 2022. In 2023, the real appreciated by 7.2% against the U.S. dollar, and on December 31, 2023, the real/U.S dollar exchange rate was R$4.8413. In 2024 (until September 30, 2024), the real depreciated by 12.5% against the U.S. dollar, and the real/U.S. dollar exchange rate was R$5.4481 per US$1.00 on September 30, 2024. There can be no assurance that the real will not depreciate or appreciate against the U.S. dollar in the future.

In 2021, Fitch Ratings affirmed Brazil’s long-term foreign currency issuer default rating (IDR) at BB- with a negative outlook. Similarly, Standard & Poor’s credit rating for Brazil stood at BB- with a stable outlook, and Moody’s credit rating for Brazil was Ba2 with a stable outlook. In 2022, Fitch Ratings revised Brazil’s outlook from negative to stable, affirming the rating at BB-. Standard & Poor’s maintained Brazil’s rating at BB- with a stable outlook, and Moody’s continued to rate Brazil at Ba2 with a stable outlook. In 2023, Fitch Ratings upgraded Brazil’s rating from BB- to BB with a stable outlook. Standard & Poor’s also upgraded Brazil’s rating from BB- to BB with a stable outlook in December 2023. Moody’s maintained Brazil’s rating at Ba2 but revised the outlook to positive.

In June 2024, Fitch Ratings affirmed Brazil’s long-term foreign currency issuer default rating (IDR) at BB with a stable outlook. Similarly, Standard & Poor’s credit rating for Brazil stands at BB with a stable outlook, and Moody’s credit rating for Brazil is Ba2 with a positive outlook. These ratings reflect ongoing concerns about Brazil’s fiscal health, political stability, and structural economic challenges, despite some improvements in economic performance and reforms aimed at boosting growth and investment.

Other Factors Affecting our Business

Market price variationsfor commodities: our principal products are subject to changes in commodities prices, including those of indexes such as the Intercontinental Exchange and the CBOT, exchange rates, as well as other indexes linked to our debts. Commodity prices are generally influenced by international, domestic and local supply and demand, which are in turn influenced by climatic and weather conditions, technology, and economic, commercial and political conditions, as well as exchange rates and transportation costs. For more information, see “Item 3—Key Information—Risk Factors—Risks Relating to our Business and Industry—Fluctuation in market prices for our agricultural products could adversely affect us” and “— Qualitative Evaluation of Market Risks.”

Foreign exchange: a portion of our income (loss) is linked to the exchange rate between the real and the U.S. dollar, and consequently our revenue is sensitive to foreign exchange fluctuations. Certain of our commodities, such as soybean, may be priced in reais or in U.S. dollars. In addition, certain of the raw materials necessary for farming activities, such as chemicals, pesticides and fertilizers, are priced in or based on the U.S. dollar. See “Item 3—Key Information—Exchange Rates.”

Inflation: inflation does not directly affect our revenue because our products are commodities whose prices are determined by reference to international commodity exchanges. Nevertheless, our labor and other operating costs are affected by inflation which directly affects our results of operations.

The table below sets forth certain market indices that affect our operating and financial results:


		2023		2022			Source
		(R/bag)
Soybean Price (Paranaguá)
Closing	139.94				194.96		Bloomberg
Exchange rate	(R per US 1.00, except as otherwise indicated)
Beginning	4.82				5.00		Bloomberg
Closing	5.56				5.24		Bloomberg
Average	5.00				5.24		Bloomberg
ATR (R/Kg of ATR)(1)	1.16				1.18		http://www.udop.com.br
Closing IGP-M (%)(2)	2.45		)%		10.70	%	BACEN
IPCA(3)	4.22		%		11.88	%	BACEN
CDI(4)	11.67		%		8.63	%	BACEN
NPK(5) (R/ton)	2,441.17				4,329.24		Bloomberg

All values are in US Dollars.

(1)	ATR corresponds to the quantity of sugar available in the raw material subtracted from the losses in the industrial process.
(2)	IGP-M is published monthly by FGV.
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(3)	IPCA is published monthly by IBGE.
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(4)	The CDI rate is the average of the rates of inter-bank deposits charged during the day in Brazil (accumulated in the period).
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(5)	NPK is the chemical compound of farming fertilizers made up of nitrogen, phosphorus and potassium combined at a ratio of 2:20:20.
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Principal Components of Our Statement of Operations

Revenue

Our operating revenue is derived mainly from the sale of (i) grains (comprised of soybean, corn, bean, cotton and sorghum); (ii) sugarcane; (iii) cattle and (iv) other farming products.

Taxes on sales

Taxes on sales vary depending on the product and the market, as follows:

Tax	Direct Export	Sale to Importer/Exporter	Domestic market
ICMS	Not levied	Not levied	Levied
PIS	Not levied	Not levied	Levied
COFINS	Not levied	Not levied	Levied
FETHAB (MT)	Levied	Levied	Levied
FUNDEINFRA (GO)	Levied	Levied	Levied
FDI (PI)	Levied	Levied	Not levied
TFTG (MA)	Levied	Not levied	Levied

Below is a description of the principal taxes on sales of our products:

*ICMS (Value-Added Tax on Sales and Services):*ICMS is a state tax levied on the price of a product at an average rate of 18% for transactions within a state, 7% to 12% for transactions across states and 4% for imported products. ICMS payments are not applicable to exports of goods and services.

Federal Social Integration Program (Programade Integração Social, or PIS) and Social Security Financing Contribution (Contribuição para o Financiamentoda Seguridade Social, or COFINS): PIS and COFINS tax payments, levied at (i) 0.65% and 3.0% of gross revenue, respectively (cumulative) or (ii) 1.65% and 7.6%, respectively, after certain deductions (non-cumulative), depending on the business conducted and the nature of revenue earned, among other factors. PIS and COFINS payments are not applicable to exports of goods and services, or sales to import/export companies located in Brazil. Since we sell the entirety of our soybean production to such companies, such activities are not subject to PIS or COFINS payments. Brazilian law also exempts PIS and COFINS payments upon the sale of sugarcane used for the production of ethanol or biofuel, sale of maize to rural producers and manufacturers of animal feed and food and the sale of cattle.

State Fund for Transport and Housing (FundoEstadual de Transporte e Habitação), or FETHAB, is a contribution per ton of products (soybean, corn, beans, cotton, cattle) sold in the State of Mato Grosso, as follows: R$49.11 per ton of soybean, R$13.93 per ton of corn and R$11.14 per ton of beans.

State Fund of Infrastructure (Fundo Estadualde Infraestrutura), or FUNDEINFRA, is a contribution established by the state of Goiás on the sale of soybean, corn and sugar cane. A rate of 1.65% is applied on the invoice amount.

State Fund of development and infrastructure(Fundo de Desenvolvimento da Infraestrutura), or FDI, is a contribution established by the state of Piauí on the sale of soybean and corn. A rate of 1.5% is applied on the invoice amount.

Inspection Fee for Grain Transport (Taxa deFiscalização de Transporte de Grãos), or TFTG, is a contribution per ton of soybean and corn sold in the State of Maranhão, in the amount of R$27.75 per ton of soybean and R$9.90 per ton of corn.

Gain (loss) on sale of farms

Upon the sale of investment property, such as our farms, we recognize in the statement of operations a gain (loss) for the difference between the sale proceeds and the carrying amount of the property sold. We account for our investment properties at cost.

Changes in fair value of biologicalassets

Our biological assets consist mainly of the cultivation of soybean, corn, cotton, bean, sorghum, sugarcane and cattle raising (see livestock), which are measured at fair value less cost to sell.

The fair value of biological assets is determined upon their initial recognition and at each subsequent balance sheet date. Gains and losses arising from the changes in fair value of biological assets is determined as the difference between fair value and the costs incurred in the plantation and treatment of crops of biological assets at the balance sheet date, and are recorded in the statement of operations in “Changes in fair value of biological assets.” In certain circumstances, the estimated fair value less cost to sell approximate cost incurred at that moment, especially when only a minor biological transformation has taken place or when no material impact is expected from that biological transformation on the price. Biological assets continue to be recorded at their fair value.

The sugarcane crop productive cycle is five years on average, and for a new cycle to start depends on the completion of the previous cycle. In this regard, the current cycle is classified as biological asset in current assets, and the amount of the constitution of the bearer plant (bearer of the other cycles) are classified as permanent culture in property, plant and equipment. The calculation to estimate the value of the biological asset “sugarcane” was the discounted cash flow at a rate reflecting the risks and the terms of the operation. As a result, we projected the future cash flows in accordance with the projected productivity cycle, taking into consideration the estimated useful life of each area, the prices of total sugar recoverable, estimated productivity and the related estimated costs of production, including the cost of land, harvest, loading and transportation for each hectare planted. The soybean, corn and sorghum are temporary cultures, in which the agricultural product is harvested after a period of time spanning from 110 to 180 days after the planting date, depending on the cultivation, variety, geographic location and climate conditions. The calculation methodology used to estimate the value of the grains was the discounted cash flows at a rate reflecting the risk and terms of operations. As a result, we projected the future cash flows taking into consideration the estimated productivity, costs to be incurred based on the Company’s budget or on new internal estimates and market prices. The commodities’ prices available in futures markets, were obtained from quotes on the following boards of trade: CBOT (“Chicago Board of Trade”), the B3, and NYBOT (“New York Board of Trade”). For the agricultural products not quoted in these markets, we used the prices obtained through direct market surveys or disclosed by specialized companies. We considered the related logistic expenses and tax discounts in order to arrive at the prices of each of these products in each production unit of the Company.

As mentioned above, the fair value of the biological assets disclosed in the balance sheet was determined using valuation techniques – the discounted cash flows method. The data used in these methods is based on the information observed in the market, whenever possible, and if unavailable, a certain level of judgment is required to establish such fair value. Judgment is used the data to be used, e.g. price, productivity and production cost. Changes in the assumptions on these inputs might affect the fair value of biological assets.

Livestock

In 2016 we began cattle raising operations, which typically consists of producing and selling beef calves after weaning, which characterizes the activity as breeding.

For segregation purposes, when applicable, the Company classifies its cattle herd into: beef cattle (current assets), which can be sold as a biological asset for meat production; and dairy cattle (non-current assets), which is used in farm operations to generate other biological assets. Up to the reporting date the Company only had beef cattle, which includes calves, heifers, cows and bulls.

The fair value of beef cattle is determined based on market prices, given the existence of an active market. Gain or loss from changes in the fair value of beef cattle is recognized in profit or loss for the period. The Company considered the prices in the cattle market in Bahia state and the metrics used in the market. Accordingly, beef and dairy cattle are measured based on arroba and the age bracket of animals.

Adjustment to net realizable valueof agricultural products after harvest

Agricultural products from biological assets are measured at fair value when they are ready to be harvested, less selling expenses, when they are reclassified from biological assets to inventories.

A provision for adjustment of agricultural products to net realizable value is recognized when the fair value recorded in inventories is higher than the net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs to sell. Adjustments to net realizable value are recognized in the statement of operations in “Adjustment of net realizable value of agricultural products after harvest.”

Cost of sales

Cost of sales for sugarcane and grains includes: (i) the historical cost of the inventories including costs of raw materials such as seeds, fertilizers, pesticides, fuels and lubricants, as well as labor, maintenance of machines and agricultural equipment, depreciation and amortization and (ii) the difference between such historical cost and the fair value of the grains and sugarcane at the time of harvest.

Operating expenses

●	Selling expenses: selling expenses refer mainly to shipping, storage, commissions, classification of products and other related expenses.
●	General and administrative expenses: general and administrative expenses refer mainly to personnel, legal counsel, depreciation and amortization, lease payments and expenses related to our headquarters.
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Financial income and expenses

Financial income and expenses consist mainly of interest from financial investments, foreign exchange variations, monetary variations, interest on financial assets and liabilities and realized and unrealized gains (losses) with derivative financial instruments.

Income and social contribution-currentand deferred taxes

Current and deferred income and social contribution taxes refer to taxes on net profits. We and our subsidiaries Imobiliária Jaborandi Ltda. and Agrifirma Brasil Agropecuária S.A. assess such taxes under the taxable income regime, with a maximum rate of 34%, consisting of: (i) income tax, at a rate of 15% of profits; (ii) income tax surcharge of 10% levied upon profits exceeding R$240,000 per year; (iii) social contribution tax on net profit, at a rate of 9%; and (iv) deferred income and social contribution taxes.

Our other subsidiaries assess such taxes under the presumed profit regime under which the tax base is computed as a percentage of revenue. This consists of income and social contribution taxes at a rate of 15% (plus a 10% surcharge for amounts exceeding R$240,000 per year) and 9%, respectively, levied on (i) 8% and 12%, respectively, of property sales; (ii) 32% of leases and services; and (iii) other revenue and capital gains.

Critical Accounting Policies andEstimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with IFRS Accounting Standards. We summarize our significant accounting policies, judgments and estimates in note 3 to our audited consolidated financial statements.

The critical accounting policies described herein are important to the presentation of our financial condition and results of operations, requiring the most difficult, subjective and complex judgments by our management, often as a result of the need to make estimates and assumptions about matters that are inherently uncertain. While preparing our financial statements, our management uses estimates and assumptions to record assets, liabilities and transactions. Our financial statements include different subjective and complex estimates regarding, among others, accounting for revenue recognition for grains and farm sales and related accounts receivable, determining the fair value of derivatives, biological assets and accounting for investments in investment properties, warrant, residual value and useful life of property, plant and equipment, deferred taxes, share base payment and legal claims. In order to provide a better understanding of how our management makes its judgments about future events, including the variables and assumptions underlying such estimates, we have identified the following critical accounting policies.

Fair value of biological assets

The fair value of biological assets is determined using valuation techniques, including the discounted cash flows method. The inputs for estimates are based on market information, whenever possible, and when such inputs are not available, a certain level of judgment is required to estimate the fair value. Judgment involves, for example, price, productivity, crop cost and production cost. Changes in the assumptions involving any of these factors may affect the fair value calculations of biological assets.

With regard to cattle, the Company values its breeding stock at fair value based on market price for the region.

Residual amount anduseful life of property, plant and equipment and investment properties

The residual amount and useful life of assets are assessed and adjusted when necessary at the end of each reporting period. The carrying amount of the asset is immediately reduced to its recoverable value if the carrying amount is estimated to exceed the recoverable value.

Legal claims

We are party to judicial and administrative lawsuits, as described in Item 8-Financial Information-Legal Proceedings. Provisions are recorded for contingencies related to judicial lawsuits that are estimated to represent probable losses (present obligations resulting from past events where an outflow of resources is probable and can be reliably estimated). The evaluation of the probability of loss includes the opinion of external legal advisors. Management believes that these contingencies are properly recorded and presented in the financial statements.

Revenue from contracts with customers

We recognize our revenue in an amount that reflects the Company’s expected consideration in exchange for the transfer of good or services to a customer when all performance obligations have been fulfilled.

Sale of goods

Our revenue from grain and sugarcane sales is recognized when performance obligations are met, which consists of transferring the significant risks and benefits of ownership of the goods are transferred to the purchaser, usually when the products are delivered to the purchaser at the determined location, according to the agreed sales terms.

In the case of grains, we normally perform forward contracts where the price is set up by us for the total or partial volume of grains to be sold at the delivery date, based on the calculations agreed on the selling contracts. Certain selling contracts are established in U.S. dollars where the amount in reais is also established based on the foreign exchange rate according to the sale terms. The price can also be adjusted by other factors, such as humidity and other technical characteristics of grains. Upon the grains delivery, the revenue is recognized based on the price established with each purchaser considering the foreign exchange rate on the delivery date. After the grains are delivered to the addressee, the quality and final weight are evaluated, thus determining the final price of the transaction, and adjusting the contractual amounts in accordance with such factors as well as by the foreign exchange rate variation up to the settlement date.

As for the sale of sugarcane, the Company generally enters into sales contracts for future delivery where data such as volume and minimum ATR are pre-fixed. The price of sugarcane takes into account the amount of ATR per ton of sugar cane delivered, and the value of the ATR, released monthly by CONSECANA.

Sale of farms

Sales of farms are not recognized until the performance obligation is met, which happens when: (i) control of the asset has been transferred; (ii) the Company has determined that it is probable the sale price will be collected; and (iii) the amount of revenue can be reliably measured. Usually these are met when the buyer makes the first down payment, and transfer of possession of the asset is completed, according to the contractual terms. The result from sales of farms is presented in the statement of operations as “Gain on sale of farm” at net value of the related cost.

Revenue from cattle raising

Revenue from the sale of beef cattle is recognized when the related performance obligations are met, which consists of transferring control of the cattle to the buyer, usually when the cattle is delivered to the buyer at a specific place, in accordance with the contractual terms.

The beef cattle raising business consists of the production and sale of beef calves after weaning (rearing process). Some animals that prove to be infertile may be sold to meat packers for slaughtering. At the Paraguay operations, the business consists of growing and selling these animals for slaughtering. The price for the sale of cattle is based on the market price of the arroba of fed cattle in the respective market on the transaction date, the animal weight, plus the premium related to the category. The sale of cattle in Brazil and Paraguay operations, in turn, considers the price of the arroba of fed cattle or heifer/cow on the date of sale in the respective market, applied to carcass yields.

Revenue from leasing of land

The revenues from operating lease of land are recognized on a straight-line basis over the leasing period. When the lease price is defined in quantities of agricultural products or livestock, the lease amount is recognized considering the price of the agricultural product or livestock effective at the balance sheet date or at the date established in contract. The amounts received in advance as leasing, where applicable, are recognized in current liabilities. Leasing revenues in which a significant portion of the risks and benefits of ownership are retained by the lessor are classified as operating leases.

Investment properties

The land of rural properties purchased by us is measured at acquisition cost, which does not exceed its net realizable value and is presented in “non-current assets.” The fair value of the investment properties were obtained through valuation reports of the farms prepared by independent experts. The valuation is carried out according to market practices. Certain factors such as location, type of soil, climate of the region, calculation of the improvements, presentation of the elements and calculation of the land value are all taken into account during the valuation process.

Deferred income and social contributiontaxes

Deferred income and social contribution taxes are calculated to take into account all tax timing differences as follows: (1) income or expenses which are not yet taxable or deductible, such as gain on fair value of biological assets and provisions for contingencies, respectively; and (2) tax loss carryforwards, which have no expiration, when realization or recovery in future periods is considered probable.

Deferred tax assets are generated under the taxable income regime only, based on our business plan. The business plan includes consideration of a variety of factors including the 30% annual limitation for utilizing tax loss carryforwards and changes in the Brazilian economic conditions. We evaluate whether a valuation allowance is required for these assets and deferred tax assets are recognized only to the extent that is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized, otherwise a valuation allowance is recorded. We also include in our evaluation the limitation of utilizing up to only 30% of annual taxable income in connection with recognition of tax loss carryforwards.

Fair value of financial instruments

When the fair value of the financial assets and liabilities presented in the balance sheet cannot be obtained in the active market, it is determined using valuation techniques, including the discounted cash flow method. The data for such methods is based on those practiced in the market, when possible; however, when it is not viable, a certain level of judgment is required to establish the fair value. The judgment includes considerations on the data used, such as liquidity risk, credit risk, and volatility. Changes in the assumptions about these factors may affect the presented fair value of financial instruments.

Transactions with share-basedpayment

We measure the cost of transactions to be settled with shares with employees based on the fair value of equity instruments on the grant date. The estimate of the fair value of share-based payments requires the determination of the most adequate pricing model to grant equity instruments, which depends on the grant terms and conditions. It also requires the determination of the most adequate data for the pricing model, including the expected option life, volatility and dividend yield, and the corresponding assumptions.

Leases

We account for lease agreements in accordance with the requirements of IFRS 16 – Leases and recognize right-of-use assets and lease liabilities for the lease operations under agreements that meet the requirements of the accounting standard. In order to measure lease liabilities, our management considers only the minimum fixed lease payments. The measurement of lease liabilities corresponds to the total future payments of leases and rentals, adjusted to present value, considering the incremental borrowing rate.

New standards, amendmentsand interpretations of standards

For information with respect to new standards, amendments and interpretation of standards, see note 3.29 to our financial statements

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain requirements for qualifying public companies.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions, we may not be required to, among other things, provide an auditor’s attestation report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act to comply with any PCAOB rules, that, if adopted in the future, would require mandatory audit firm rotation and auditor discussion and analysis pursuant to any future audit rule promulgated by the PCAOB. These exemptions apply until we are no longer an “emerging growth company.” The JOBS Act also provides “emerging growth companies” an election to comply with new or revised accounting standards on a delayed basis for those standards that have a different effective date for public and private companies. However, such election is limited to companies that prepare their financial statements and report in accordance with accounting principles generally accepted in the United States of America. As our financial statements are prepared in accordance with IFRS Accounting Standards, such accommodation is not available to us, and we will be required to apply new or revised accounting standards under IFRS Accounting Standards as from the effective date established in the corresponding standard.

Recent Developments

In March 2024, we entered into a lease agreement for approximately 7,000 hectares in Brotas, State of São Paulo, to produce sugarcane. This lease will allow us to diversify our revenue by entering the sugar market, in addition to producing ethanol. The lease term is staggered, with 5,060 hectares leased in 2024 and the remainder by 2029.

Results of Operations

The following discussion of our results of operations is based on our consolidated financial statements prepared in accordance with IFRS Accounting Standards. The discussion of the results of our business segments is based upon financial information reported for each of the segments of our business, as presented in the table below.

The following tables set forth operating results of each of our segments and the reconciliation of these results to our consolidated statement of income.

	Year Ended June 30, 2024
	(in R thousands)
						Agricultural activity
	Total		Real estate			Grains			Cotton			Sugarcane			Cattle raising			Other			Corporate
Net revenue				14,284			410,788			77,971			236,393			29,599			2,091			-
Gain from sale of farm				248,375			-			-			-			-			-			-
Gain (loss) on fair value of biological assets and agricultural products				-			27,213			4,798			21,996			(6,704	)		(6,804	)		-
Adjustment to net realizable value of agricultural products after harvest, net		)		-			(552	)		(393	)		-			-			(146	)		-
Cost of sales		)		(2,107	)		(401,745	)		(73,519	)		(212,925	)		(30,026	)		(26,697	)		-
Gross profit (loss)				260,552			35,704			8,857			45,464			(7,131	)		(31,556	)		-
Operating income (expenses)
Selling expenses		)		-			(38,741	)		(9,494	)		(144	)		(428	)		(6,257	)		-
General and administrative expenses		)		-			-			-			-			-			-			(65,534	)
Other operating income		)		-			-			-			-			-			-			(5,427	)
Equity pickup		)		-			-			-			-			-			-			(58	)
Operating income (loss)				260,552			(3,037	)		(637	)		45,320			(7,559	)		(37,813	)		(71,019	)
Net financial income
Financial income				152,042			84,695			6,215			4,071			801			-			65,092
Financial expenses		)		(107,051	)		(30,841	)		(4,458	)		(6,931	)		(808	)		-			(157,119	)
Income (loss) before taxes				305,543			50,817			1,120			42,460			(7,566	)		(37,813	)		(163,046	)
Income and social contribution taxes				(19,247	)		(17,278	)		(381	)		(14,436	)		2,572			12,857			71,265
Net income (loss) for the year				286,296			33,539			739			28,024			(4,994	)		(24,956	)		(91,781	)

All values are in US Dollars.

	Year Ended June 30, 2023
	(in R thousands)
						Agricultural activity
	Total		Real estate			Grains			Cotton			Sugarcane			Cattle raising			Other			Corporate
Net revenue				14,893			579,018			38,195			244,830			24,807			1,629			-
Gain from sale of farm				346,065			-			-			-			-			-			-
Gain (loss) on fair value of biological assets and agricultural products				-			111,304			(3,631	)		(6,903	)		(13,824	)		(8,708	)		-
Adjustment to net realizable value of agricultural products after harvest, net		)		-			(47,168	)		(509	)		-			-			(31	)		-
Cost of sales		)		(6,190	)		(556,554	)		(34,565	)		(242,165	)		(25,536	)		(21,215	)		-
Gross profit (loss)				354,768			86,600			(510	)		(4,238	)		(14,553	)		(28,325	)		-
Operating income (expenses)
Selling expenses		)		(2,190	)		(33,633	)		(3,394	)		(1,068	)		(553	)		(170	)		-
General and administrative expenses		)		-			-			-			-			-			-			(65,792	)
Other operating income		)		-			-			-			-			-			-			(11,049	)
Equity pickup		)		-			-			-			-			-			-			(70	)
Operating income (loss)				352,578			52,967			(3,904	)		(5,306	)		(15,106	)		(28,495	)		(76,911	)
Net financial income
Financial income				67,985			54,009			759			9,690			2,470			-			195,578
Financial expenses		)		(116,861	)		(46,777	)		(1,440	)		(158	)		(642	)		-			(158,727	)
Income (loss) before taxes				303,702			(60,199	)		(4,585	)		4,226			(13,278	)		(28,495	)		(40,060	)
Income and social contribution taxes		)		(5,912	)		(20,468	)		1,559			(1,437	)		4,515			9,689			(1,119	)
Net income (loss) for the year				297,790			39,731			(3,026	)		2,789			(8,763	)		(18,806	)		(41,179	)

All values are in US Dollars.

	Year Ended June 30, 2022
	(in R thousands)
						Agricultural activity
	Total		Real estate			Grains			Cotton			Sugarcane			Cattle raising			Other			Corporate
Net revenue				6,450			720,883			25,242			378,919			31,507			5,136			-
Gain from sale of farm				251,534			-			-			-			-			-			-
Gain (loss) on fair value of biological assets and agricultural products				-			313,944			7,122			227,717			968			13			-
Adjustment to net realizable value of agricultural products after harvest, net		)		-			(49,244	)		(1,576	)		-			-			(2	)		-
Cost of sales		)		(4,536	)		(720,236	)		(24,967	)		(352,519	)		(27,948	)		(12,482	)		-
Gross profit (loss)				253,448			265,347			5,821			254,117			4,527			(7,335	)		-
Operating income (expenses)
Selling expenses		)		-			(33,359	)		(794	)		(1,260	)		(970	)		(7,195	)		-
General and administrative expenses		)		-			-			-			-			-			-			(55,968	)
Other operating income				-			-			-			-			-			-			13,829
Equity pickup		)		-			-			-			-			-			-			(31	)
Operating income (loss)				253,448			231,988			5,027			252,857			3,557			(14,530	)		(42,170	)
Net financial income
Financial income				72,498			36,370			1,178			587			478			-			209,066
Financial expenses		)		(55,669	)		(111,335	)		(8,516	)		(393	)		(239	)		-			(196,885	)
Income (loss) before taxes				270,277			157,023			(2,311	)		253,051			3,796			(14,530	)		(29,989	)
Income and social contribution taxes		)		(18,277	)		(53,981	)		1,158			(87,072	)		(1,314	)		4,940			37,329
Net income (loss) for the year				252,000			103,042			(1,153	)		165,979			2,482			(9,590	)		7,340

All values are in US Dollars.

The table below shows a summary of our statement of operations for the years indicated.

	2024
	(in R thousands, except share and per share information)
CONSOLIDATEDSTATEMENT OF INCOME
Revenue			903,372		1,168,137
Gain on sale of farms			346,065		251,534
Changes in fair value of biological assets and agricultural products			78,238		549,764
Adjustments to net realizable value of agricultural products after harvest, net		)	(47,708	)	(50,822	)
Cost of sales		)	(886,225	)	(1,142,688	)
Gross income			393,742		775,925
Selling expenses		)	(41,008	)	(43,578	)
General and administrative expenses		)	(65,792	)	(55,968	)
Other operating income (expenses) net		)	(11,049	)	13,829
Share of (loss) profit of a joint venture		)	(70	)	(31	)
Operating income (loss)			275,823		690,177
Financial income			330,491		320,177
Financial expenses		)	(324,605	)	(373,037	)
Financial (expense) income, net			5,886		(52,860	)
Profit before income and social contribution taxes			281,709		637,317
Income and social contribution taxes			(13,173	)	(117,217	)
Net Income for the year			268,536		520,100
Profit attributable to equity holders of the parent			268,536		520,100
Issued shares at the fiscal year end			102,377,008		102,377,008
Basic earnings per share			2.72		5.26
Diluted earnings per share			2.70		5.23

All values are in US Dollars.

Year Ended June 30, 2024 Compared to Year EndedJune 30, 2023

Net revenue

Net revenue decreased R$132.3 million, from R$903.4 million in the fiscal year ended June 30, 2023, to R$771.1 million in the fiscal year ended June 30, 2024. This reduction is mainly due to the drop in soybean, corn, and sugarcane prices, as well as a reduction in the total volume traded.

i.	Revenue from sugarcane sales: revenue from sugarcane sales decreased R$8.4 million, from R$244.8 million (reflecting sales of 1,640,394 tons at an average price of R$149 per ton) for the year ended June 30, 2023 to R$236.4 million (reflecting sales of 1,753,071 tons at an average price of R$135 per ton) for the year ended June 30, 2024. The decrease in the revenue from sugarcane sales was mainly due to a decrease in TRS (total recoverable sugar) price from R$1.11 to R$0.98.
ii.	Revenue from grain sales: revenue from grain sales decreased R$168.2 million, from R$579.0 million for the year ended June 30, 2023 (reflecting sales of 315,812 tons at an average price of R$1,833 per ton) to R$410.8 million for the year ended June 30, 2024 (reflecting sales of 305,814 tons at an average price of R$1,343) per ton. This represented a decrease of 19.6% over the previous year, as explained below:
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●	Revenue from soybean sales: revenue from soybean sales decreased R$108.0 million, from R$419.2 million (reflecting sales of 180,088 tons at an average price of R$2,327 per ton) for the year ended June 30, 2023, to R$311.2 million (reflecting sales of 166,132 tons at an average price of R$1,873 per ton) for the year ended June 30, 2024. This decrease is due to the lower prices of commodities, especially soybean, and the decrease in the volume sold by 8% in the year ended June 30, 2024 compared to the year ended June 30, 2023.
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●	Revenue from corn sales: revenue from corn sales decreased R$59.0 million, from R$147.3 million (reflecting sales of 132,610 tons at an average price of R$1,110 per ton) for the year ended June 30, 2023, to R$88.3 million (reflecting sales of 134,379 tons at an average price of R$0,657 per ton) for the year ended June 30, 2024. This increase is due to a 35% rise in the volume invoiced.
iii.	Revenue from cattle sales: cattle-raising<br>revenue increased from R$4.8 million, from R$24.8 million (related to the sale of 8,341 head of cattle at R$8.29 per kilo) for the year<br>ended June 30, 2023, to R$29.6 million (related to the sale of 11,235 head of cattle at R$7.19 per kilo) for the year ended June 30,<br>2024. This increase is due to the increase of 35% in the volume invoiced.
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The table below shows a summary of the number of hectares harvested, productivity and revenues from grain and sugarcane production:

	Harvest (hectares)				Productivity (tons)				Revenue<br> (in R thousands)
	2024		2023		2024		2023		2024	2023
Grain		95,193		89,523		305,814		331,948			579,018
Sugarcane		24,801		28,992		2,076,046		2,121,691			244,830

All values are in US Dollars.

Gain on sale of farms

For the year ended June 30, 2024, the gain on the sale of farms reached R$248.4 million, a 28% decrase compared to R$346.1 million in the fiscal year ended June 30, 2023. This decrease is due to (i) the sale of Fazenda Chaparral, in the amount of R$243.6 million, and (ii) a difference of R$4.7 million related to the final measurement of the sale of Fazenda Jatobá. The difference in the additional number of hectares was accounted for only at the time of the actual delivery.

Changes in fair value of biological assetsand agricultural products

Changes in fair value of biological assets and agricultural products varied from a gain of R$78.2 million in the fiscal year ended June 30, 2023 to a gain of R$40.5 million in the fiscal year ended June 30, 2024, a decrease of 48%. This decrease reflects the decline in certain commodity prices (mainly sugarcane, soybeans, and corn) as well as reduced productivity at farms in Bahia and Mato Grosso.

Adjustments to net realizable value of agriculturalproducts after harvest

The provision for the net realizable value of agricultural productsa after harves varied from a loss of R$47.7 million in the fiscal year ended June 30, 2023 to a loss of R$1.1 million in the fiscal year ended June 30, 2024, a decrease of 98%. This change resulted from the difference in the price of grain inventory from the harvest time to the closing of the respective accounting period.

Cost of sales

Cost of sales decreased R$139.2 million, from R$886.2 million for the year ended June 30, 2023, to R$747.0 million for the year ended June 30, 2024.

Changes in costs year-over-year are directly linked to the market prices of commodities at the time of harvest as well as the harvested volumes (tons), as explained below:

Cost of soybean sold: the cost of soybean sold decreased by R$116.0 million. Our average cost per ton of soybean sold decreased 28%, from R$2,283 per ton (corresponding to 180,088 tons at a total cost of R$411.3 million) for the year ended June 30, 2023, to R$1,778 per ton (corresponding to166,132 tons at a total cost of R$295.3 million) for the year ended June 30, 2024, mainly affected by a decrease in prices of fertilizers and seeds in the period, as well as lower productivity;

ii.	Cost of corn sold: the cost of corn sold decreased by R$39.3 million. Our average cost per ton of corn sold decreased by 30%, from R$1,003 per ton (corresponding to 132,610 tons at a total cost of R$133.1 million) for the year ended June 30, 2023, to R$0.698 per ton (corresponding to 134,379 tons at a total cost of R$93.8 million) for the year ended June 30, 2024, mainly due to a reduction in the prices of fertilizers, seeds and fuel;
iii.	Cost of sugarcane sold: the cost of sugarcane decreased by R$29.2 million. Our average cost per ton of sugarcane sold decreased by 12%, from R$148 per ton (corresponding to 1.640.394tons at a total cost of R$242.2 million) for the year ended June 30, 2023, to R$121 per ton (corresponding to 1,753,071 tons at a total cost of R$212.9 million) for the year ended June 30, 2024, mainly due to a reduction in the prices of fertilizers, seeds and fuel.
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ii.

Cost of corn sold: the cost of corn sold decreased by R$39.3 million. Our average cost per ton of corn sold decreased by 30%, from R$1,003 per ton (corresponding to 132,610 tons at a total cost of R$133.1 million) for the year ended June 30, 2023, to R$0.698 per ton (corresponding to 134,379 tons at a total cost of R$93.8 million) for the year ended June 30, 2024, mainly due to a reduction in the prices of fertilizers, seeds and fuel;

iii.

Cost of sugarcane sold: the cost of sugarcane decreased by R$29.2 million. Our average cost per ton of sugarcane sold decreased by 12%, from R$148 per ton (corresponding to 1.640.394tons at a total cost of R$242.2 million) for the year ended June 30, 2023, to R$121 per ton (corresponding to 1,753,071 tons at a total cost of R$212.9 million) for the year ended June 30, 2024, mainly due to a reduction in the prices of fertilizers, seeds and fuel.

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Gross income

For the reasons mentioned above, in the fiscal year ended June 30, 2024, our gross income was R$311.9 million, compared to R$393.7 million in the fiscal year ended June 30, 2023, representing a decrease of 21%. This decrease reflects reduced margins on agricultural products, mainly due to the fall in commodity prices.

Selling expenses

Selling expenses increased by R$14.1 million, from R$41.0 million in the fiscal year ended June 30, 2023, to R$55.1 million in the fiscal year ended June 30, 2024. This increase is explained by: (i) an increase in freight costs related to sales conducted under CIF terms, where the company bears the freight cost to the destination port; this cost is incorporated into the sale price, allowing for additional gain in final revenue; (ii) an increase in storage and processing expenses due to the higher volume of cotton and soybeans produced and the incorporation of the silo at Avarandado; and (iii) an increase in commission expenses, explained by the payment of commission for the sale of the Chaparral farm.

General and administrative expenses

General and administrative expenses decreased by R$0.3 million, from R$65.8 million in the fiscal year ended June 30, 2023, to R$65.5 million in the fiscal year ended June 30, 2024. This increase reflects: (i) an increase in personnel expenses, explained by the payment of annual bonuses above the provisioned amount and a collective bargaining agreement adjustment of 4.65%; (ii) a decrease in ILPA expenses, due to the termination of the plan in June 2023; (iii) an increase in service expenses, explained by increased spending on legal and tax advisory services; and (iv) an increase in other expenses related to the payment of social security fines and ITR—Rural Land.

Other operating income (expenses), net

Other operating expenses, net decreased R$5.6 million, from an expense of R$11.0 million for the year ended June 30, 2023, to an expense of R$5.4 million for the year ended June 30, 2024. The reduction in other operating income/expenses is mainly due to: (i) a decrease in: (a) loss on sale of fixed assets, (b) expenses with legal claims, (c) gain from insurance payouts, (d) agricultural losses, (e) new business commissions, and (f) impairment on investments during the fiscal year ended June 30, 2024; (ii) a decrease in the amount donated by the Company to Instituto BrasilAgro, which in the fiscal year ended June 30, 2023 reflected the donation of two periods (amounts donated in 2022 and 2023); and (iii) the variation in the value of subscription warrants issued in the context of the incorporation of Agrifirma, which vary according to the Company’s share price.

Equity pickup

For the year ended June 30, 2024 we recorded a loss of R$0.06 million compared to a loss of R$0.07 million for the year ended June 30, 2023.

Financial income (expenses), net

Financial income decreased R$17.6 million, from R$330.5 million for the year ended June 30, 2023, to R$312.9 million for the year ended June 30, 2024, and financial expenses decreased R$17.4 million from R$324.6 million for the year ended June 30, 2023 to R$307.2 million for the year ended June 30, 2024. The consolidated financial result decreased from R$5.9 million for the year ended June 30, 2023 to R$5.7 million for the year ended June 30, 2024. The variation in financial income (expenses), net is mainly due to:

i.	The decrease in the interest line of R$17.3 million reflects the rise in our debt balance during the period, with new funding for financing grain and cotton crops and long-term investments.
ii.	The update of fair value of derivative financial transactions, amounting to R$73.1 million in 2024, which is mainly explained by the depreciation of the Real against the U.S. dollar, totaling 22% in the period. This implies a higher price per sack of soybeans in Brazilian reais.
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iii.	In 2024, we had a positive result from derivative operations of R$57.9 million; however, the mark-to-market of new dollar hedge operations for the 2024/2025 crop had a high negative variation due to the depreciation of the real against the U.S. dollar in the period.
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The result of derivative operations mainly reflects the outcome of commodity and dollar hedge operations, aiming to reduce the volatility of our exposure, given that revenues, inventory, biological assets, and receivables from farm sales are positively or negatively correlated with commodity prices and the U.S. dollar.

Income and social contribution taxes

The variation in income tax and social contribution, which varied from an expense of R$13.2 million in the fiscal year ended June 30, 2023 to an income of R$35.3 million in the fiscal year ended June 30, 2024, is mainly explained by the decrease in the Company’s profit and the increase in the net effect of subsidiaries taxed based on presumed profit (the taxable income of such subsidiaries is taxed at a lower rate than the rate applicable to actual profit).

Net income for the year

Net income for the year decreased by R$41.6 million, from R$268.5 million in the fiscal year ended June 30, 2023, to R$226.9 million in the fiscal year ended June 30, 2024. This decrease mainly reflects the drop in commodity prices, exchange rate depreciation, and climate events that affected the productivity of grains and cotton in some regions. This combination of factors negatively impacted the results of agricultural operations. On the other hand, this decrease was partially offset by the strong results in real estate activities, as we sold 12,335 hectares, with a total nominal value of R$415.1 million, representing a gain of R$243.6 million, which positively impacted the Company’s consolidated results.

Year Ended June 30, 2023 Compared to Year EndedJune 30, 2022

Net revenue

Net revenue decreased R$264.7 million from R$1,168.1 million for the year ended June 30, 2022 to R$903.4 million for the year ended June 30, 2023. This decrease was mainly due to the following:

Revenue from sugarcane sales: revenue from sugarcane sales decreased R$134.1 million from R$378.9 million (reflecting sales of 1,997,307 tons at an average price of R$190 per ton) for the year ended June 30, 2022 to R$244.8 million (reflecting sales of 1,640,394 tons at an average price of R$149 per ton) for the year ended June 30, 2023. The decrease in the revenue from sugarcane sales was due to (i) a decrease in TRS (total recoverable sugar) price from R$1.40 to R$1.16 and (ii) lower sales volume. In addition to a decrease in the planted area compared with the previous crop year, a fire affected production volume and, consequently, our associated costs.

ii.	Revenue from grain sales: revenue from grain sales decreased R$140.8 million from R$719.8 million for the year ended June 30, 2022 (reflecting sales of 356,171 tons at an average price of R$2,021 per ton) to R$579.0 million for the year ended June 30, 2023 (reflecting sales of 315,812 tons at an average price of R$1,833) per ton. This represented a decrease of 19.6% over the previous year, as explained below:
●	Revenue from soybean sales: revenue from soybean sales decreased R$180.9 million from R$600.1 million (reflecting sales of 236,127 tons at an average price of R$2,542 per ton) for the year ended June 30, 2022 to R$419.2 million (reflecting sales of 180,088 tons at an average price of R$2,327 per ton) for the year ended June 30, 2023. This decrease is due to the lower prices of commodities, especially soybean, and the decrease in the volume sold by 24% in the year ended June 30, 2023 compared to the year ended June 30, 2022.
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●	Revenue from corn sales: revenue from corn sales increased R$38.6 million from R$108.7 million (reflecting sales of 116,091 tons at an average price of R$936 per ton) for the year ended June 30, 2022 to R$147.3 million (reflecting sales of 132,610 tons at an average price of R$1,110 per ton) for the year ended June 30, 2023. This represents an increase of 50% in unit cost (R$/ton), which was mainly driven by the production of second-crop corn last year, whose cost still comprised fertilizers at higher prices, which affected unit cost (R$/ton) during the period and, thus, margin from corn sales.
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iii.	Revenue from cattle sales: cattle-raising revenue decreased by R$6.7 million from R$31.5 million (related to the sale of 8,451 head of cattle at R$9.76 per kilo) for the year ended June 30, 2022 to R$24.8 million (related to the sale of 8,341 head of cattle at R$8.29 per kilo) for the year ended June 30, 2023. The reduction in meat production and weight gain per hectare is mainly due to the loss of quality and death of pastures in Bahia on account of drought, which reduced the herd’s production potential.
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The table below shows a summary of the number of hectares harvested, productivity and revenues from grain and sugarcane production:

	Harvest (hectares)				Productivity (tons)				Revenue (in R thousands)
	2023		2022		2023		2022		2023	2022
Grain		89,523		95,051		331,948		348,322			720,883
Sugarcane		28,992		28,992		2,121,691		2,116,890			378,919

All values are in US Dollars.

Gain on sale of farms

For the year ended June 30, 2023, the gain on sale of farms was R$346.1 million, due to the recognition of gain on sale of R$2.7 million from the sale of the Morotí Farm, R$22.2 million from the sale of the Rio do Meio Farm, R$249.5 million from the sale of the Araucária Farm and R$71.7 million from the sale of the Jatobá Farm.

Changes in fair value of biological assetsand agricultural products

Changes in fair value of biological assets and agricultural products decreased R$501.5 million, from a gain of R$549.7 million in the fiscal year ended on June 30, 2022, to a gain of R$78.2 million in the fiscal year ended on June 30, 2023. This decrease was mainly due to the decrease in commodity prices and the increase of expenses with fertilizers in comparison with the previous fiscal year.

Adjustments to net realizable value of agriculturalproducts after harvest

We recognized an impairment of net realizable value of agricultural products after harvest of R$50.8 million for the year ended June 30, 2022. For the year ended June 30, 2023, we recognized an impairment of net realizable value of agricultural products after harvest of R$47.7 million. Such variation resulted from the decrease in the corn and soybean prices from the harvest time to the end of the fiscal year.

Cost of sales

Cost of sales decreased R$256.5 million from R$1,142.7 million for the year ended June 30, 2022, to R$886.2 million for the year ended June 30, 2023.

Changes in costs year-over-year are directly linked to the market prices of commodities at the time of harvest as well as the harvested volumes (tons), as explained below:

i.	Cost of soybean sold: the cost of soybean sold decreased by R$179.5 million. Our average cost per ton of soybean sold decreased 8.7% from R$2,502 per ton (corresponding to 236,127 tons at a total cost of R$590.8 million) for the year ended June 30, 2022 to R$2,283 per ton (corresponding to 180,088 tons at a total cost of R$411.3 million) for the year ended June 30, 2023, mainly affected by higher prices of fertilizers and seeds in the period, as well as lower productivity;
ii.	Cost of corn sold: the cost of corn sold increased by R$21.8 million. Our average cost per ton of corn sold increased 4.7% from R$958 per ton (corresponding to 116,091 tons at a total cost of R$111.3 million) for the year ended June 30, 2022 to R$1,003 per ton (corresponding to 132,610 tons at a total cost of R$133.1 million) for the year ended June 30, 2023, mainly due to costs that still comprised fertilizers at higher prices, which affected unit cost during the period;
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iii.	Cost of sugarcane sold: the cost of sugarcane increased by R$110.3 million. Our average cost per ton of sugarcane sold decreased 16.4% R$176 per ton (corresponding to 1,997,307 tons at a total cost of R$352.5 million) for the year ended June 30, 2022 to R$148 per ton (corresponding to 1.640.394tons at a total cost of R$242.2 million) for the year ended June 30, 2023, mainly due to an decrease in planted area compared to the previous crop year and a fire affected production volume and, consequently, costs.
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Gross income

For the reasons mentioned above, our gross income for the year ended June 30, 2023 was R$393.7 million, representing a decrease of R$382.2 million, compared to R$775.9 million for the year ended June 30, 2022.

Selling expenses

Selling expenses decreased by R$2.6 million from R$43.6 million for the year ended June 30, 2022 to R$41.0 million for the year ended June 30, 2023. The decrease of 6.0% in relation to the previous year is mainly due to an increase in freight and provision for doubtful accounts expenses, which was offset by a decrease in commission expenses.

General and administrative expenses

General and administrative expenses increased R$9.8 million from R$56.0 million for the year ended June 30, 2022 to R$65.8 million for the year ended June 30, 2023. The increase of 17.5% over the previous year is mainly due to: (i) the increase in the provision for payment of the long-term share-based incentive plan (ILPA) in accordance with the achievement of the Company’s long-term targets plus taxes; (ii) the increase in expenses with services provided, mainly audit fees; and (iii) the increase in the “taxes and fees” line, explained by the increase in municipal assessments of the cleared land value (valor de terra nua, or VTN), which is used as a parameter for the calculation of rural land tax (imposto territorial rural, or ITR). ****

Other operating income (expenses), net

Other operating expenses, net decreased R$24.9 million from an expense of R$13.8 million for the year ended June 30, 2022 to an income of R$11.0 million for the year ended June 30, 2023. The decrease was primarily due to: (i) the indemnity payout received in connection with the agreement with Agrifirma, which provided for the early payment of unrealized contingencies, resulting in a gain for the Company; (ii) sugarcane losses in Bolivia (ratoon cane) caused by drought; (iii) the transfer of donations to the BrasilAgro Institute pertaining to 2020, 2021 and 2022, which were made in the year ended June 30, 2023 (R$3.5 million relating to the year 2020/2021, and R$5.0 million relating to the year 2021/2022); (iv) expenses with commissions for the acquisition of farmland; (v) the impact in the “warrants” line, reflecting the variation and consequent value of the warrants issued in connection with the merger of Agrifirma and the variation in the Company’s share price; the warrants operated as a guarantee of the two-year lockup period (through September 2023), considering the specific characteristics of one of Agrifirma’s shareholders, and do not represent a premium or advantage for any new shareholder; and (vi) impairment of R$4.8 million on the investment in Agrofy.

Equity pickup

For the year ended June 30, 2023 we recorded a loss of R$0.07 million compared to a loss of R$0.03 million for the year ended June 30, 2022.

Financial income (expenses), net

Financial income increased R$10.3 million from R$320.2 million for the year ended June 30, 2022 to R$330.5 million for the year ended June 30, 2023, and financial expenses decreased R$48.4 million from R$373.0 million for the year ended June 30, 2022 to R$324.6 million for the year ended June 30, 2023. The consolidated financial result decreased from R$(52.8) million for the year ended June 30, 2022 to R$(5.8) million for the year ended June 30, 2023. The variation in financial income (expenses), net is mainly attributable to:

i.	The decrease in the interest line relating to our debt profile, approximately 56% of which is pegged to inflation indexes, and which fell sharply from 11.88% in July 2021 through June 2022 to 3.16% in July 2022 through June 2023.
ii.	The restatement of fair value, in the amount of R$(74.3) million in 2023, which is explained by the variation in the amount to be received from sales of the Araucária, Jatobá, Alto Taquari and Rio do Meio farms (based on soybean bag prices), impacted by the decline in soybean price (R$/bag), reflecting the decrease in soybean prices quoted on the Chicago Board of Trade – CBOT (USD and basis), combined with the variation in the Consecana price for the lease of the Agro-Serra farm.
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iii.	The result from derivatives, in the amount of R$82.4 million, which reflects the commodities hedge operations results and the impact of the exchange rate variation of the Brazilian real against the U.S. dollar, which was partially indexed to the U.S. dollar to maintain purchasing power with regard to inputs, investments and new acquisitions, which have a positive correlation with the U.S. dollar.
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Income and social contribution taxes

We recognized income and social contribution tax expenses of R$13.2 million for the year ended June 30, 2023 and of R$117.2 million for the year ended June 30, 2022. Current income and social contribution tax expenses increased from R$41.0 million for the year ended June 30, 2022 to R$53.2 million for the year ended June 30, 2023. Deferred income and social contribution tax expenses decreased from R$76.2 million for the year ended June 30, 2022 to R$40.0 million for the year ended June 30, 2023.

Net income for the year

As a result of the above, net income for the year ended June 30, 2023 decreased to R$268.5 million, compared to R$520.1 million for the year ended June 30, 2022.

B.	Liquidity and Capital Resources

As of June 30, 2024, we held R$193.9 million in cash and cash equivalents and marketable securities. We usually hold cash and cash equivalents in Certificate of Deposits and Repurchase Agreements issued by banks rated at least AA by Moody’s and Brazilian and American treasury bonds. Of the total amount of cash and cash equivalents, R$19.7 million was held in jurisdictions outside Brazil and as a result there may be tax consequences if such amounts were moved out of these jurisdictions or repatriated to Brazil. We regularly review the amount of cash and cash equivalents held outside of Brazil to determine the amounts necessary to fund the current operations of our foreign operations and their growth initiatives and amounts needed to service our Brazilian indebtedness and related obligations.

Throughout the year, our working capital needs vary significantly depending on the harvest period of grains, sugarcane and other crops in Brazil.

See “Item 4—Information on the Company—B. Business Overview—Seasonality.”

We believe that our current capital resources, together with our ability to obtain loans and credit facilities and, when appropriate, to raise equity in the capital markets, are sufficient to meet our present cash flow needs.

Sources and Uses of Funds

We finance our investments both by using (i) our own resources; (ii) loans and credit facilities with development banks and governmental development agencies, under which interest rates are lower than market rates, due to the fact that such credit facilities have long-term characteristics; (iii) funds obtained from public offerings of our common shares; and (iv) securitization transactions in the Brazilian capital markets. Our principal sources of financing are discussed below under the heading “Indebtedness and cash and cash equivalents” and our main uses of funds include acquisition of land, cultivation of sugarcane, improvements and acquisition of machinery and vehicles.

The investments made in the fiscal year ended June 30, 2024 totaled R$202.1 million, all of which were used for the development of land for cultivation of grains, sugarcane and pasture.

Cash Flows

Our cash flow generation from operating activities may vary from period to period depending on fluctuations in our sales and service revenue, costs of goods sold, acquisition of agricultural properties, developing of such properties for cultivation and operating income (expenses) and may also vary within such periods as a result of seasonality. Operating activities primarily refer to revenue generated from the sale of grains, sugarcane and sale of farms.

Investing activities primarily refer to the acquisition of machines, re-modeling, construction and investments in sugarcane cultivation.

Financing activities primarily refer to loans and credit facilities, principally from development banks, for the development of new projects and the purchase of machines and equipment.

The table below presents our cash flows for the periods indicated (*)

	Year ended June 30,
	2024		2023			2022
	(in R thousands)
CONSOLIDATED CASH FLOW
Net cash flows from operating activities				155,733			205,178
Net cash flows from (used in) investment activities		)		55,044			(89,729	)
Net cash flows from (used in) financing activities		)		(261,057	)		(737,800	)
Net change in cash and cash equivalents		)		(50,280	)		(622,351	)

All values are in US Dollars.

Years ended June 30, 2024 and2023

Operating activities: Net cash generated from operating activities was R$79.4 million in the fiscal year ended June 30, 2024, compared to R$155.7 million in the fiscal year ended June 30, 2023. The main factors for this 49% reduction were: (i) drop in commodity prices, which negatively impacted biological assets by R$32.3 million; (ii) exchange rate variation, which impacted the fair value variation of receivables from farm sales and other financial liabilities; and (iii) decrease in inventories of R$60.8 million, related to the acquisition of inputs for the 2024/2025 crop.

Investing activities: Net cash used in investing activities was R$27.9 million in the fiscal year ended June 30, 2024, compared to net cash generated by investing activities of R$55.0 million in the fiscal year ended June 30, 2023. This variation is explained by the redemption of securities and financial assets.

Financing activities: Net cash used in financing activities was R$265.8 million in the fiscal year ended June 30, 2024, compared to R$261.1 million in the fiscal year ended June 30, 2023. This increase is explained by the increase in loans, financing, and receipt of proceeds from debentures, which was offset by the payments of loans and financings made during the period.

Years ended June 30, 2023 and2022

Operating activities: Net cash generated from operating activities was R$201.8 million for the fiscal year ended June 30, 2023, compared to R$205.2 million for the fiscal year ended June 30, 2022. This decrease was primarily due to: (i) adjustments to reconcile the amount of R$78.2 million related to the adjustment of the fair value of unrealized biological assets and agricultural products in the year ended June 30, 2023, compared to R$549.8 million in the year ended June 30, 2022; (ii) adjustments to reconcile the amount of R$47.2 million related to the fair value of changes in accounts receivable from farm sales and other financial liabilities, compared to R$31.6 million in the year ended June 30, 2022; and (iii) a decrease in the amount of R$44.7 million in customer accounts, which consider all income from commodities and farm sales, in the year ended June 30, 2023, due to decreased profitability and falling selling prices, which adversely affected customer accounts receivable and farm sales receivables, compared to a decraese of R$110.5 million in the year ended June 30, 2022.

Investing activities: Net cash generated by investment activities was R$55.0 million for the year ended June 30, 2023, compared to net cash used in investment activities of R$89.7 million for the year ended on June 30, 2022. This variation is primarily due to a higher amount of cash being invested in redemption of marketable securities.

Financing activities: Net cash used in financing activities was R$261.1 million for the year ended June 30, 2023, compared to net cash used in financing activities of R$737.8 million for the year ended June 30, 2022. The decrease is mainly due to the increase in the amount of proceeds from loans during the period and lower interest expenses on loans, considering the decrease in the inflation index measured by IPCA.

Indebtedness and Cash and Cash Equivalents

Our total consolidated indebtedness (loans, financing, debentures and leases) was R$681.9 million as of June 30, 2024, compared to R$554.6 million as of June 30, 2023. Our short-term indebtedness as of June 30, 2024, amounted to R$177.3 million, compared to R$198.2 million as of June 30, 2023. Our long- term indebtedness as of June 30, 2024, was R$504.6 million, compared to R$356.4 million on June 30, 2023. Of the total indebtedness outstanding as of June 30, 2024, 73.9% consisted of long-term debt, compared to 64.3% as of June 30, 2023.

Our indebtedness is primarily comprised of loans and credit facilities with development banks and government agencies, by means of direct or indirect disbursements, and acquisitions payable with regard to our agricultural properties. Interest rates are generally lower than prevailing rates in Brazil, due to the fact that these credit facilities have long-term characteristics and other terms specific to the development agencies.

In May 2021, ISEC Securitizadora S.A., a Brazilian securitization company, issued agribusiness receivables certificates (Certificados de Recebíveis do Agronegócio) (CRA) in the aggregate amount of R$240.0 million. The CRAs are backed by debentures that were issued by us and are comprised of a single series in the aggregate amount of R$240.0 million. The debentures mature on April 12, 2028 and accrue interest based on the broad consumer price index (Índice de Preços ao Consumidor Amplo) (IPCA), plus 5.36% per year, payable in seven annual installments. Principal is payable in two installments, on April 13, 2027 and April 12, 2028. The debentures are secured by a fiduciary transfer of real estate properties owned by us and located in the city of Correntina, State of Bahia.

On November 16, 2023, we issued 165,000 non-convertible debentures of a single series, in the agregate principal amount of R$165 million, maturing in 2030. The debentures will be amortized in November of each year from 2027 until 2030. Interest of 12.16% p.a. will be payable over the principal amount, which will be paid in seven annual installments. The debentures are guaranteed by a collateral in the form of a fiduciary sale of properties owned by the Company registered under registration numbers 6,254 and 6,267 at the General Property Registry Office of the District of Correntina – BA.

The debentures contain certain financial covenants related to the maintenance of certain financial ratios, based on the ratio of net debt to fair value of investment properties. Failure by us to maintain these ratios for the period of time during which the debentures remain outstanding may lead to the acceleration of the debt. On June 30, 2024 and as of the date of this annual report, we were in compliance with these covenants.

The table below summarizes our material outstanding loans and financing agreements as of June 30, 2024.

		Annual interest rates and charges - %
	Index	2024			2023			2024			2023
Financing for agricultural costs	Fixed rate		10.62	%		10.10	%		100,416			149,404
Financing for agricultural costs	Fixed rate + CDI		CDI + 1.22	%		-			3,795			-
Financing for agricultural costs (USD)	Fixed rate		5.47	%		3.66	%		16,450			11,566
Financing for agricultural costs (Paraguayan guarani)	Fixed rate		11.15	%		9.07	%		16,458			12,590
Bahia Project Financing	Fixed rate		7.55	%		7.33	%		29,664			28,734
Financing of working capital (USD)	Fixed rate		8.63	%		8.63	%		25,739			24,771
Financing of Machinery and Equipment – FINAME	Fixed rate		9.05	%		9.05	%		3,060			2,808
Financing of sugarcane	Fixed rate		6.34	%		6.35	%		21,291			28,281
Debentures	Fixed rate + IPCA		IPCA+5.37	%		IPCA+5.37	%		296,502			301,767
Debentures	Fixed rate		12.16	%		-			176,263			-
(-) Transaction costs									(7,700	)		(5,283	)
									681,938			554,638
Current									177,311			198,213
Non-current									504,627			356,425

Changes in loans and financing during the year ended June 30, 2024 as follows:


Agricultural Cost Financing (reais)	149,404		188,094		(231,140	)	(19,806	)	17,659	-	104,211
Agricultural Cost Financing (Paraguayan guarani)	24,156		19,183		(14,836	)	(2,283	)	1,975	4713	32,908
Bahia Project Financing	28,734		-		(1,045	)	(84	)	2,059	-	29,664
Working Capital Financing	24,771		4,976		(7,755	)	(2,374	)	2,326	3,795	25,739
Financing of Machinery and Equipment – FINAME	2,808		-		-		-		252	-	3,060
Sugarcane Financing	28,281		75,000		(81,907	)	(1,823	)	1,740	-	21,291
Debentures	301,767		165,000		(14,250	)	(17,503	)	37,751	-	472,765
Transaction costs	(5,283	)	(4,196	)	-		-		1,779	-	(7,700	)
	554,638		448,057		(350,933	)	(43,873	)	65,541	8,508	681,938

Capital Expenditures

We are focused on the acquisition, development and exploration of agricultural properties and the acquisition and development of properties that we believe have significant potential for cash flow generation and value appreciation. Our total capital expenditures related to these assets for the year ended June 30, 2024 were R$104.0 million, of which R$1.6 million is related to land acquisition, R$99.9 million is related to construction in progress, mostly for the clearance of areas, and R$1.3 million is related to the opening and preparation of areas for cultivation and buildings and for improvements of the farm facilities.

All of our capital expenditures to date have been made as planned and according to the normal course of our operations.

Contractual Obligations

The following table summarizes the material sales contracts for future delivery with certain of our customers as of June 30, 2024:

Consolidated
Product	Delivery date	Quantity		Agreements		Unit		Currency
2023/24 Crop
Soybean	Apr-Oct 2024		297,668		6		Bags		R	126.09
Soybean	Apr-Oct 2024		416,667		6		Bags		US	22.32
Soybean	Apr-Oct 2024		83,333		3		Bags		**	**
Cotton lint	Jul-Dec 2024		3,871		5		Ton		US	1,915.05
Cotton lint	Jul-Dec 2024		2,000		4		Ton		**	**
Corn	May-Dec 2024		7,215,000		4		Bags		R	51.54
Corn	May-Dec 2024		1,233,333		1		Bags		US	7.40
Sugarcane	Apr-Dec 2024		1,031,461		1		Ton		*	*
2024/25 Crop
Soybean	Jan-Feb 2025		166,667		2		bags		**	**
Cotton lint	Aug-Oct 2025		3,703		2		ton		**	**

All values are in US Dollars.

**	The<br>price applied in sugarcane sales varies according to the Consecana price of the month invoiced.

With respect to sugarcane contracts denominated in Brazilian reais, we are committed to delivering 1,250,000 tons, but if productivity exceeds this amount, we expect to sell and deliver the surplus to the same customer.

The following table summarizes our material contractual obligations and commitments as of June 30, 2024:

					Maturities per period
	Book Value		Contractual Value		Less than<br> One Year	One to <br><br>Two Years		Three to<br><br> Five Years		More than Five Years
					(in R thousands)
Trade accounts payable		67,192		67,192			-		-		-
Derivatives		87,068		87,068			17,880		-		-
Loans, financing and debentures ^(1)^		681,938		904,321			61,010		537,641		100,420
Lease payables		286,605		444,021			126,800		174,720		66,980
Related-party transactions		9,275		9,275			9,275		-		-
Acquisitions payable ^(2)^		32,913		32,913			24,560		-		-

All values are in US Dollars.

(1)	Interest<br>on variable interest rate loans and financing has been computed considering the interest rate as of June 30, 2024. See “Indebtedness<br>and Cash and Cash Equivalents.”
(2)	See<br>“Item 7—B. Related Party Transactions.”
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Equity

Our total equity amounted to R$2,179.7 million as of June 30, 2024 and R$2,197.1 million as of June 30, 2023.

On February 3, 2021, the Company’s board of directors approved the price per common share of R$22.00 and an increase in the Company’s capital stock in the amount of R$440.0 million, through the issuance of 20,000,000 new common shares of the Company, in connection with the primary and secondary follow-on offering of common shares. The selling shareholder in the offering sold an aggregate of 2,735,355 common shares issued by the Company.

The offering consisted of a restricted offering in Brazil, pursuant to Law No. 6,385, of December 7, 1976, as amended, and CVM Instruction No. 476, of January 16, 2009, as amended, and a private placement to (a) a limited number of qualified institutional buyers in the United States, as defined in Rule 144A under the Securities Act, and (b) institutional and other investors outside the United States and Brazil that are not U.S. persons, in reliance on Regulation S under the Securities Act. As a result of this offering, our capital stock was increased to R$1,139.8 million, divided into 82,104,301 common shares.

On May 14, 2021, our capital stock was increased by R$448.2 million through the issuance of 20,272,707 new common shares following the exercise of the First Series Warrants by Cape Town LLC, Cresud S.A.C.I.F.Y.A and Turismo Investment S.A.U. The First Series Warrants were issued on March 15, 2006 and granted to our founding shareholders in proportion to their respective interests in our capital stock on the issuance date. As a result of the exercise of the First Series Warrants, our capital stock was increased to R$1,588.0 million, divided into 102,377,008 common shares. See “Item 10—Additional Information—Description of Exercised and Expired Warrants.”

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

C.	Research and Development, Patents and Licenses, etc.

We do not currently have research and development policies and have not incurred research and development expenditures in prior years.

D.	Trend Information

We expect to continue to operate in a highly competitive and regulated environment that will pose continued risks and threats to our existing businesses, placing the profitability of our assets under pressure. We expect our business to continue to be subject to the risks and uncertainties discussed in “Item 3—Key Information—Risk Factors.”

According to a report released in September 2023 by the United States Department of Agriculture (“USDA”), the soybean global production is forecasted at a record395million tons for the 2023/24 crop year, and Brazil’s production estimate was raised to a record 153.0 million tons. As of September 2023, Brazilian soybean producers have already sold almost 42% of expected production at higher prices due to the weaker Brazilian real and stronger Chinese demand.

In addition to the information set forth in this section, additional information about the trends affecting our business can be found in “Item 5. Operating and Financial Review and Prospects—Operating Results—Business Drivers and Measures.”

We are not aware of any other trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information to not necessarily be indicative of future operating results or financial condition.

For a description of the effects of the ongoing conflict between Russia and Ukraine on our results of operations, see “—Operating Results—Impact of the Ongoing Conflict between Russia and Ukraine and the Conflict between Israel and Hamas.”

E.	Critical Accounting Estimates

For information with respect to critical accounting estimates, see note 4 to our financial statements.

ITEM 6—DIRECTORS, SENIOR MANAGEMENT ANDEMPLOYEES

A.	Directors and Senior Management Board of Directors

Our board of directors is responsible for establishing our overall business plan, guidelines and policies, including our long-term strategy, guiding strategic directions and making business decisions aligned with our organizational purpose, ensuring the fulfillment and promotion of an ethical culture centered on our principles and values, creating sustainable long-term value, balancing stakeholder demands, overseeing our performance, supervision of our executive officers, thereby exemplifying best practices in corporate governance.

Pursuant to our bylaws, our board of directors consists of a minimum of five and a maximum of nine members. Election of our directors is made at annual shareholders’ meetings. As of the date of this annual report, five of our directors, namely Eduardo Elsztain, Alejandro G. Elsztain, Saul Zang, Matias Gaivironski and Alejandro Casaretto. as their alternate members Carolina Zang, Miguel Falcón and João de Almeida Sampaio Filho, were nominated by Cresud, which is our significant shareholder. The members of our board are elected at the shareholders’ meeting for a term of approximately two years, reelection being permitted. A director must remain in office until replaced by a successor unless resolved otherwise at the shareholders’ meeting or by the board of directors.

Under Novo Mercado regulations and our bylaws, a minimum of 20% of the members of our board of directors must be independent (as such term is defined under Novo Mercadoregulations). However, two directors must be independent if nine members are elected to our board. Prior to taking office, our board members are required to sign an agreement to comply with the Novo Mercado regulation.

Pursuant to section 19 of our bylaws, our board of directors holds mandatory meetings six times a year, and may hold extraordinary meetings, as necessary. Meetings of our board of directors are convened only if a majority of the directors are present and all board decisions are taken by a 2/3 or 3/4 majority, or by simple majority, depending on the nature of the specific matters brought to discussion.

Brazilian corporate law and CVM Resolution No. 70/2022 allow the adoption of a cumulative vote process by the request of shareholders representing a minimum of 5% of our capital stock. Brazilian corporate law allows minority shareholders that, individually or as a group, hold at least 15% of our common shares to appoint one director, by means of a separate vote. Brazilian corporate law does not allow for the election of a member to our board of directors, unless waived by our shareholders, if that person is an employee or senior manager of one of our competitors or has an interest conflicting with ours.

Our board of directors is currently comprised of nine members, all of whom were elected at the general shareholders’ meeting held on October 24, 2023, and whose terms will expire at our annual shareholders’ meeting for the approval of our financial statements for the fiscal year to end on June 30, 2025. The table below sets forth the name, title and date of election of each current member of our board of directors:

Directors*	Title	Date of election
Eduardo S. Elsztain	Chairman	October 24, 2023	64
Alejandro G. Elsztain	Director	October 24, 2023	58
Saul Zang	Director	October 24, 2023	78
Isaac Selim Sutton	Director	October 24, 2023	65
Matias Gaivironski	Director	October 24, 2023	48
Alejandro Casaretto	Director	October 24, 2023	72
Efraim Horn	Director	October 24, 2023	44
Eliane Aleixo Lustosa de Andrade	Director	October 24, 2023	61
Isabella Saboya de Albuquerque	Director	October 24, 2023	54
*	Ms. Carolina Zang and Mr. Miguel Falcón were elected<br>to the positions of first and second alternate members of our Board of Directors, solely in the case of long term of absence or vacancy<br>in the position of the following members of the Board of Directors: Messrs. Eduardo S. Elsztain, Alejandro G. Elsztain, Saúl Zang<br>and Alejandro Casaretto.
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Mr. João de Almeida Sampaio Filho was elected to the position of alternate member of our Board of Directors, solely in the case of long term of absence or vacancy in the position of the following member of our Board of Directors: Mr. Matias Gaivironski.

Mr. Ricardo de Santos Freitas was elected to the position of first alternate member of our Board of Directors, solely in the case of long term of absence or vacancy in the position of the following members of our Board of Directors: Messrs. Issac Selim Sutton and Efraim Horn, Members of our Board of Directors.

Ms. Janine Meira Souza Koppe was elected to the position of alternate member of our Board of Directors, solely in the case of long term of absence or vacancy in the position of the following member of our Board of Directors: Ms. Eliane Aleixo Lustosa de Andrade.

Mr. Sérgio Werneck Filho was elected to the position of alternate member of our Board of Directors, solely in the case of long term of absence or vacancy in the position of the following member of our Board of Directors: Ms. Isabella Saboya de Albuquerque.

Below is a brief biographical description of each member of our board of directors:

Eduardo S. Elsztain is the Chairman of our Board of Directors and also a member of our Executive Committee. He has extensive experience in the real estate segment. He is the founder of Consultores Asset Management and currently holds several executive positions, including Chairman of the Board of Directors of Austral Gold Limited, Cresud S.A.C.I.F.y A., Endeavor Argentina, Banco Hipotecario S.A. (where he is also the CEO) and IRSA Invesriones y Representaciones Sociedad Anónima. He holds degrees in Medicine and Economics from the University of Buenos Aires.

Alejandro Gustavo Elsztain is the Vice-Chairman of our Board of Directors and also a member of our Executive Committee, Compensation Committee and Finance Committee. He has extensive experience in management positions in agricultural and real estate companies in Argentina. He is currently the CEO of Cresud S.A.C.I.F.y A. and Second Vice-President of IRSA Inversiones y Representaciones Sociedad Anónima, and also holds other management positions in real estate and agricultural companies in Argentina. He holds a degree in Agricultural Engineering from the University of Buenos Aires and an Advanced Management Program degree from Harvard Business School.

Saúl Zang is a member of our Board of Directors and also a member of our Executive Committee and Compensation Committee. He has an extensive business experience and is a founding partner of the law firm Zang, Bergel & Viñes Abogados. He is also the CEO of Porto Retiro S.A. and Vice-Chairman of IRSA Inversiones y Representaciones Sociedad Anónima, Cresud S.A.C.I.F.y A., Consultores Assets Management S.A. and other companies, such as Fibesa S.A. He is also a member of the Board of Directors of companies such as Banco Hipotecario S.A., BACS Banco de Crédito & Securitización S.A., Nuevas Fronteras S.A., Palermo Invest S.A., among others. He holds a Law degree from the University of Buenos Aires. He is a member of the International Bar Association (IBA) and the Inter-American Federation of Lawyers (IFL).

Isaac Selim Sutton is a member of our Board of Directors and also a member of our Audit Committee, and Finance Committee. He has extensive experience in management and finance, mergers and acquisitions, fundraising, and strategic consulting for shareholders and boards of directors. He is the founder and current CEO of BH26 Gestão e Finanças. Additionally, he is also a member of the Board of Directors of Eco Brasil Florestas. He holds a degree in Economics from the University of São Paulo (USP).

Matias Gaivironski is a member of our Board of Directors. He has extensive experience in the financial sector. Currently, he holds the position of CAO and CFO of IRSA Inversiones y Representaciones Sociedad Anónima and Cresud S.A.C.I.F.y A., as well as a member of the Board of Directors of Banco Hipotecario S.A. He holds a degree in business administration from the University of Buenos Aires, with a specialization in finance from the University of CEMA.

Alejandro Gustavo Casaretto is a member of our Board of Directors. He has extensive experience in agribusiness-related matters. Currently, he holds the position of member of the Board of Directors and Chief Regional Agricultural Officer at Cresud S.A. He holds a degree in Agricultural Engineering from the University of Buenos Aires.

Efraim Horn is a member of our Board of Directors and is also a member of our Audit Committee. He has extensive experience in urban development, land, and finance. Currently, he serves as co-president of Cyrela and is the executive responsible for Cyrela’s product and brand vision. He holds a degree in Administration and Theology from the Talmudic University of Florida (TUF) and an MBA from the Armando Alvares Penteado Foundation (FAAP).

Eliane Aleixo Lustosade Andrade is a member of our Board of Directors and also a member of our Finance Committee. She has extensive experience in economics, finance, mediation, and arbitration, as well as corporate governance. Currently, she is a member of the Boards of Directors of Bunge, Aegea, and BrasilAgro, as well as a member of the Arbitration Chambers of B3 - Brasil, Bolsa, Balcão, the Brazilian Center for Mediation and Arbitration - CBMA, and the Brazilian Chamber of Resolution and Conflict Resolution in Energy and Mining. Additionally, she is a board member of the Institute of Labor and Society Studies - IETS, a nonprofit institution. She holds a degree in Economics from the Pontifical Catholic University of Rio de Janeiro (PUC-RJ), a master’s degree in economics from PUC-RJ, and a Ph.D. degree in Finance from the Department of Industrial Engineering at PUC-RJ. She is a certified Board Member by IBGC and by the ESG Competent Boards. Ms. Eliane Aleixo Lustosa de Andrade was nominated by CCR to assume the presidency of the CCR Institute – ICCR.

Isabella Saboya de Albuquerque is a member of our Board of Directors and also a member of our Compensation Committee. She has extensive experience in corporate law, capital markets, and corporate governance. She is currently a board member at Brasilagro, Klabin, Wiz Co and compensation committee member at Brasilagro and Wiz Co. She was previously a board member at Vale (2017/21), Head of Audit Committee at Vale (2020/21), Board Member and Head of Audit Committee at Br Malls (2016/17), Board Member at IBGC (2016/19) and Panvel (2006/08). She was also an Executive Partner in asset management at JBI and IP - Investidor Profissional, an Advisor to the Chariman at CVM (2000/01), Head of Equity Research at Banco Icatu (1999-2000) and a senior equity analyst at Banco Icatu (1995-2000), with active participation in main corporate governance developments in Brazil, including Corporate Law reform, Novo Mercado, Stewardship Code and IBGC. She holds a BA in Economics from Pontifícia Universidade Católica do Rio de Janeiro – PUC-RJ (1993), a CFA since 2000, a Certified Board Member certification from IBGC since 2016 and the Global ESG Competent Boards Certification since 2021.

Board Committees

Pursuant to our bylaws, in order to assist with the fulfillment of its duties, our Board of Directors has adopted three advisory statutory committees (Compensation Committee, Executive Committee and Statutory Audit Committee) and one non-statutory committee (Finance Committee). Additional committees may be created by resolution of the Board of Directors. Our board committees act with the purpose of advising our Board of Directors and do not have binding decision-making power over it. The committees are comprised of members appointed by the Board of Directors from among the members of our management and/or other people directly or indirectly linked to the Company.

As established in the Company’s bylaws, the attributions of each of our three advisory statutory committees are described below:

Compensation Committee

The Compensation Committee performs advisory functions in accordance with its internal regulations, in order to assist the Board of Directors in establishing the terms of compensation and other benefits and payments to be received in any capacity from the Company by officers and directors, in compliance with the terms of the Company’s bylaws and its internal regulations.

The Compensation Committee operates on a permanent basis and is comprised of three members of the Board of Directors, who are appointed and may be dismissed by the Board of Directors, provided that they are independent from the board of executive officers.

The Compensation Committee has its own internal regulations, the latest update of which was approved by the Board of Directors at a meeting held on September 1, 2022. These internal regulations establish the rules and regulations for the operation of the Compensation Committee, in addition to the duties set out in the Company’s bylaws and other applicable rules.

The Compensation Committee is currently composed of the following members of our board of directors, all of whom were elected on November 7, 2023 for a term of office of two years, which will end at the annual general meeting for approval of our financial statements for the fiscal year to end on June 30, 2025: (i) Alejandro G. Elsztain, (ii) Saul Zang and (iii) Isabella Saboya de Albuquerque.

Executive Committee

The Executive Committee performs advisory functions in accordance with its internal regulations, in order to assist the Board of Directors in its role as a supervisory body, giving its opinion on, and periodically reviewing, certain strategic and/or financial matters of the Company.

The Executive Committee operates on a permanent basis and is comprised of three members of the Board of Directors, who are appointed and may be dismissed by the Board of Directors.

Currently, the Executive Committee is composed of the following members of our board of directors, all of whom were elected on November 7, 2023 for a term of office of two years, which will end at the annual general meeting for approval of our financial statements for the fiscal year to end on June 30, 2025: (i) Eduardo S. Elsztain, (ii) Alejandro G. Elsztain and (iii) Saul Zang.

Finance Committee

Our Finance Committee was previously called Risk Committee. The change of name from Risk Committee to Finance Committee was approved at a meeting of the Board of Directors on November 7, 2023. The responsibilities of the Finance Committee remained the same. The purpose of the change was to clearly distinguish between finance-related matters and risk management responsibilities.

The Finance Committee performs advisory functions related to finance, capital markets, foreign exchange operations, commodities, pricing, securitization, investment planning, budgeting, debt management, exposure and financial risks, and other finance-related matters. Its role is to assist the Board of Directors in its capacity as a supervisory body by providing opinions on and periodically reviewing certain strategic and/or financial matters of the Company.

The Finance Committee operates on a permanent basis and is comprised of four members, three of whom are members of the Board of Directors, and one is an external member, who are appointed and may be dismissed by the Board of Directors.

Currently, the Finance Committee is composed of the following members of our Board of Directors, all of whom were elected on November 7, 2023 for a term of office of two years, which will end at the annual general meeting for approval of our financial statements for the fiscal year to end on June 30, 2025: (i) Alejandro G. Elsztain, (ii) Isaac S. Sutton, (iii) Eliane A. Lutosa de Andrade and (iv) Rafael Espínola de Vasconcelos.

Below is a brief biography of the member of our Finance Committee who is not a member of our Board of Directors:

Rafael Espínolade Vasconcelos is a member of our Finance Committee. He has extensive experience in the financial markets, with over 13 years of experience in the real estate and energy sectors. He began his career at Banco CR2, managing real estate investment funds and later worked on the IPO of CR2 Empreendimentos, overseeing projects valued at over R$500 million. In 2010, he joined Polo Capital, where he structured numerous investment funds and managed projects exceeding R$1 billion across Brazil. Since 2016, he has been working at Grupo Plural, managing investment vehicles. Mr. Vasconcelos is also a registered securities portfolio manager with the CVM, holds a Private Equity certification from The Wharton School, an MBA in Real Estate and Civil Construction Management from FGV/RJ, and a degree in Mechanical Engineering from UFRJ. ****

Statutory Audit Committee

The Statutory Audit Committee is a collegiate advisory body directly linked to the Company’s Board of Directors, which performs its duties in accordance with the provisions of the Company’s Bylaws, its internal regulations and the applicable CVM and B3 regulations.

The Statutory Audit Committee operates on a permanent basis and is comprised of three members, with a term of office of two years (re-election is permitted), who are appointed and may be dismissed by the Board of Directors, in accordance with the following criteria: (a) at least one of the members of the Statutory Audit Committee must also be a member of the Board of Directors, (b) at least one of the members of the Statutory Audit Committee may not be also a member of the Board of Directors; (c) at least one member of the Statutory Audit Committee must have recognized experience in corporate accounting matters; and (d) the majority of the members of the Statutory Audit Committee must be independent members, as defined by CVM Resolution No. 23, of February 25, 2021, as amended. If any member of the Statutory Audit Committee has held office for any period of time and has not been re-elected, such member of the Statytory Audit Committee may only rejoin it after at least three years have elapsed since the end of their most recent term of office. In addition, members of the Statutory Audit Committee may not remain in office for more than 10 years.

The Statutory Audit Committee must have the means to receive and process information, including confidential information, both internal and external to the Company about non-compliance with legal and regulatory provisions applicable to the Company, as well as internal regulations and codes, with specific procedures to protect the provider and the confidentiality of the information.

The Statutory Audit Committee has its own internal regulations, the latest update of which was approved by the Board of Directors at a meeting held on September 1, 2022. These Internal Regulations establish the rules and regulations governing the functioning of the Statutory Audit Committee, in addition to the duties set out in the Company’s bylaws and other applicable rules.

A more detailed list of duties of the statutory audit committee may be found in its internal rules (regimento interno). Our statutory audit committee is currently composed of Mr. Isaac Selim Sutton (board member), Mr. Efraim Horn (board member), and Mr. Fabiano Nunes Ferrari (external member), who is also the coordinator of the Statutory Audit Committee.

The Statutory Audit Committee is a permanent advisory body to our board of directors, in compliance with CVM Resolution No. 23/2021 and the U.S. Sarbanes-Oxley Act of 2002 (the “SOX”), which allows us to rely on the exemption from the audit committee requirements of the SEC contained in paragraph (c)(3) of Rule 10A-3 under the Securities Exchange Act of 1934, as amended. See “Item 16D. Exemptions from the Listing Standards for Audit Committees.”

The SEC has recognized that, for foreign private issuers, local legislation may delegate some of the functions of the audit committee to other advisory bodies. We have established a statutory audit committee, as approved at the board of directors meeting held on November 24, 2022. Our statutory audit committee meets the requirements for the exemption available to foreign private issuers under paragraph (c)(3) of Rule 10A-3 under the Exchange Act. The statutory audit committee is not the equivalent of, or wholly comparable to, a U.S. audit committee. Among other differences, it is not required to meet the standards of “independence” established in Rule 10A-3 and is not fully empowered to act on all the matters that are required by Rule 10A-3 to be within the scope of an audit committee’s authority.

Below is a brief biography of the member of our Statutory Audit Committee who is not a member of our Board of Directors:

Fabiano Nunes Ferrari is the Coordinator of our Statutory Audit Committee. He has extensive experience in business, corporate, international and M&A law. He also works in related areas, especially corporate accounting, controls and analysis of financial statements, having previously served as a member of our Fiscal Council for nine years. With over 24 years of experience, he is currently a managing partner of Suchodolski Advogados Associados. Mr. Ferrari holds a degree in Law from the Pontifical Catholic University of São Paulo (PUC/SP), a specialization degree in Business Law from PUC/SP, and has completed an extension program at New York University (NYU). He is a member of the International Bar Association (IBA) and the São Paulo Lawyers Association (AASP).

Executive Officers

Pursuant to our bylaws, we must have two to six executive officers who may or may not be shareholders. Our executive officers are elected by our board of directors. We currently have two executive officers, who hold the following titles: chief executive officer, and chief financial officer and investor relations officer. Our executive officers are elected for a one-year term with the possibility of reelection, and they are required to remain in office until the election of their successors. Under Novo Mercado regulation, our executive officers are also required to sign an agreement to comply with the rules of the Novo Mercado prior to taking office.

Our executive officers are our legal representatives and are responsible for our day-to-day management, implementation of the policies and directives set by our board of directors and other duties assigned to them under the law and our bylaws. Our executive officers are authorized to take all actions required for the operation of our business unless the law or our bylaws specifically delegate such authority to the shareholders’ meeting or our board of directors.

The table below indicates the name, title, date of election and term of office of each of our current executive officers:

Executive Officers	Title	Date of most<br> recent election	End of term of<br> current office	Age
André Guillaumon	Chief Executive Officer	October 29, 2024	October 29, 2025		50
Gustavo Javier Lopez	Chief Financial Officer and Investor Relations Officer	October 29, 2024	October 29, 2025		57

Below is a brief biographical description of our executive officers:

André Guillaumon is the CEO of Brasilagro. He is an executive with extensive strategic experience, especially in areas related to agribusiness, having previously worked as a technical and commercial leader. He also directly led the development and implementation of fertilizer production and marketing strategies. He began his career in 1996 at Fertibrás S.A. and has represented the Company at technical forums such as the 25^th^ International Fertilizer Management Seminar in Chicago and the Fertilizer Quality Commission (ANDA). Mr. Guillaumon holds a degree in Agronomic Engineering from the Luiz de Queiroz College of Agriculture (ESALQ/USP) in Piracicaba and is a member of the Superior Agribusiness Council (COSAG).

Gustavo Javier Lopez is the Finance and Investor Relations Director of Brasilagro. He is an executive with extensive strategic experience, especially in business, budgeting, administration and finance. He began his career in 1999 at Cresud S.A.C.I.F.y A., having also worked at IRSA Inversiones y Representaciones Sociedad Anónima, Estancias Unidas del Sud and Loma Negra. He holds a degree in accounting from the University of Buenos Aires.

Agreements with our Directors and ExecutiveOfficers

We are not party to any agreement or obligations involving the members of our board of directors and our executive officers.

Family Relationship among our Directors andOfficers

Eduardo S. Elsztain, the chairman of our board of directors and a member of the Executive Committe, and Alejandro G. Elsztain, the vice-chairman of our board of directors and a member of the Compensation Committee, Finance Committee and Executive Committe, are brothers.

Saul Zang, a member of our board of directors and of the Executive Committee and Compensation Committee, is Carolina Zang’s father, an alternate member of our Board of Directors.

B.	Compensation

Pursuant to our bylaws, the total amount of compensation paid to the members of our board of directors, fiscal council, and executive officers, in the aggregate, is set annually at the general shareholders’ meeting. Our directors, pursuant to the recommendation of the compensation committee, allocate aggregate compensation among our executive officers and directors. Although our executive officers are entitled to fixed compensation and a bonus depending on individual and company performance, the compensation of the fiscal council and audit committee members is fixed. The bonus is paid to our executive officers based on the achievement of certain individual and company targets.

The aggregate compensation paid to our executive officers and members of our board of directors (including for service as members of the compensation committee and executive committee) in the fiscal year ended June 30, 2024 was R$15.2 million, comprised of a fixed amount of R$12.2 million, a bonus paid to our executive officers in the amount of R$1.9 million and R$1.0 million as share-based compensation paid to our executive officers pursuant to our Long Term Incentive Plan based on Shares. The compensation to the board of directors was paid based on a recommendation of our compensation committee. The fixed amount paid to the members of our fiscal council in the 2024 fiscal year was R$0.3 million.

Neither we nor our subsidiaries have set aside any amount to provide pension, retirement or similar benefits.

Stock Option Plan

Long-Term Incentive Plan based on Shares

Our Long-Term Stock-Based Incentive Plan, or the Plan, was approved at the general meeting of our shareholders held on October 2, 2017. Executive officers and other key employees are eligible for the Plan, however, members of the Board of Directors are not eligible.

In establishing the Plan, the Company seeks to foster the achievement of the Company’s objectives, to strengthen the participants’ commitment in achieving certain pre-established goals. Since the elected participants receive shares issued by us, this causes them to aim at improving the results the Company and also results in the appreciation of the price of our common shares, thereby aligning the employees’ long-term interests with the Company’s. Finally, there is a long-term alignment of interests, since the vesting period and the potential for valuation of our common shares under the Plan also encourage participants to generate better long-term results, as well as to remain as employees of the Company. The Plan helps retain key executives and key employees for a longer period, which is fundamental to the Company’s long-term management and strategies.

The Long-Term Stock-Based Incentive Program No. 1, or Program No. 1, was established under the Plan and was duly approved at the Board of Directors meeting held on June 18, 2019. Program No. 1 was approved with the purpose of establishing a share bonus to the participants of the program to: (i) stimulate the expansion, success and achievement of the Company’s objectives; (ii) encourage participants to contribute substantially to the Company’s success; (iii) align the interests of the Company’s shareholders with those of the participants; (iv) provide the Company with a competitive differential in relation to the market with respect to variable compensation; and (v) encourage the retention of key executives and key employees of the Company. The shares granted under Program No. 1 were only delivered to the elected participants who achieved the key performance indicators (KPIs), the time limits and other conditions described in the program. The maximum number of shares that each participant received varied depending on the dividends declared by the Company during the vesting period of Program No. 1, the position held by each participant and other applicable conditions. The vesting period of Program No.1 started on October 2, 2017 and ended on October 1, 2019.

The Long-Term Stock-Based Incentive Program No. 2, or Program No. 2, was established under the Plan and was duly approved at the Board of Directors meeting held on May 6, 2021. Program No. 2 was approved with the purpose of establishing a share bonus to the participants of the program to: (i) stimulate the expansion, success and achievement of the Company’s objectives; (ii) encourage participants to contribute substantially to the Company’s success; (iii) align the interests of the Company’s shareholders with those of the participants; (iv) provide the Company with a competitive differential in relation to the market with respect to variable compensation; and (v) encourage the retention of key executives and key employees of the Company. The shares granted under Program No. 2 were only delivered to the elected participants who achieved the key performance indicators (KPIs), the time limits and other conditions described in the program. The maximum number of shares that each participant received varied depending on the dividends declared by the Company during the vesting period of Program No. 2, the position held by each participant and other applicable conditions. The vesting period of Program No. 2 started on July 1, 2020 and ended on June 30, 2023.

The Long-Term Stock-Based Incentive Program No. 3, or Program No. 3, was established under the Plan and was duly approved at the Board of Directors meeting held on December 4, 2023. Program No. 3 was approved with the purpose of establishing a share bonus to the participants of the program to: (i) stimulate the expansion, success and achievement of the Company’s objectives; (ii) encourage participants to contribute substantially to the Company’s success; (iii) align the interests of the Company’s shareholders with those of the participants; (iv) provide the Company with a competitive differential in relation to the market with respect to variable compensation; and (v) encourage the retention of key executives and key employees of the Company. The shares granted under Program No. 3 were only delivered to the elected participants who achieved the key performance indicators (KPIs), the time limits and other conditions described in the program. The maximum number of shares that each participant received varied depending on the dividends declared by the Company during the vesting period of Program No. 3, the position held by each participant and other applicable conditions. The vesting period of Program No. 3 started on July 1, 2023 and will end on June 30, 2026.

C.	Board Practices

For information about the date of expiration of the current term of office and the period during which each director and executive officer has served in such office, see “Item 6—Directors, Senior Management and Employees—A. Directors and Senior Management.”

Neither we nor any of our subsidiaries have entered into a service contract with any of our directors that provide for benefits upon termination of employment.

Fiscal Council

Under Brazilian corporate law, the Conselho Fiscal, or fiscal council is a corporate body independent from our management and our independent auditors. Its primary responsibilities are monitoring management and board activities, reviewing our financial statements, and reporting its findings to our shareholders at shareholders’ meetings.

The fiscal council also operates pursuant to its charter (regimento interno) and pursuant to Brazilian corporate law. Appointment and removal of the external auditors and resolution of disagreements between management and the external auditors regarding financial reporting, among other functions, are the exclusive responsibility of the Board of Directors pursuant to Brazilian corporate law.

The fiscal council’s members are elected at the annual shareholders’ meeting with a term of office that extends through the following annual shareholders’ meeting. Our fiscal council shall be composed of three to five effective members and their alternates, who may or may not be shareholders. All members of our fiscal council are also required to sign an agreement to comply with the Novo Mercado rules prior to assuming their roles.

In addition, minority shareholders representing a minimum of 10% of our voting shares are entitled to elect one fiscal council member and his or her alternate by a separate vote. Our fiscal council must not have members of our board of directors, our executive officers, or our employees or of any subsidiary or a company under common control with us, or spouses or close family members of our directors and officers. Brazilian corporate law requires fiscal council members to receive compensation of at least 10% of the average annual amount paid to our officers, which excludes benefits and other allowances, or profit sharing, if any.

Our fiscal council is currently composed of three members and three alternates.

The table below indicates the name, title, date of election and term of office of each current member of our fiscal council:

Fiscal Council Members	Position	Date of Election	End of Current Term
Ivan Luvisotto Alexandre	Fiscal Council member	October 22, 2024	October 22, 2025
Geraldo Affonso Ferreira Filho	Fiscal Council member	October 22, 2024	October 22, 2025
Marcos Paulo Passoni	Fiscal Council member	October 22, 2024	October 22, 2025
Leonardo de Paiva Rocha	Fiscal Council alternate member	October 22, 2024	October 22, 2025
Ariane Cristina Vilalta	Fiscal Council alternate member	October 22, 2024	October 22, 2025
Luis Fernando Oliveira Fernandes da Silva	Fiscal Council alternate member	October 22, 2024	October 22, 2025

Below is a brief biography of each member and alternate member of our fiscal council:

Ivan Luvisotto Alexandre is the Chairman of our Fiscal Council. He has extensive experience in corporate planning and consulting, M&A, and international agreements and transactions. He is currently an associate lawyer at Araújo e Policastro Advogados. He holds a degree in Law from the Law School of the University of São Paulo (USP), a specialization degree in accounting applied to law from Fundação Getúlio Vargas in São Paulo (FGV-SP), as well as specialization degre in Law and Information Technology and Fiscal Council certification from IBGC.

Geraldo Affonso FerreiraFilho is a member of our Fiscal Council. He has extensive experience in the international forest-based industry, gained in senior leadership positions at large national and multinational companies in Brazil and Asia. He is a specialist in Corporate Governance and Socio-Environmental Sustainability. He serves as a member of the Statutory Audit Committees of SPTrans and CET - Companhia de Engenharia de Tráfego, and, on a pro bono basis, he is a member of the Executive Committee of the Brazilian Stewardship Code and co-founder of the Governance Confraternity. He holds a degree in Economics from the Pontifical Catholic University of Campinas (PUCCamp) and an MBA from the FIA Business School. He is a Certified Board Member by IBGC.

Marcos Paulo Passoni is a member of our Fiscal Council. He has extensive experience in Civil Law and Litigation. Currently, he is an associate lawyer at Suchodolski Advogados Associados. He holds a degree in Law from the Pontifical Catholic University of São Paulo (PUC-SP), a master’s degree in Diffuse and Collective Rights from Unimes, and is currently pursuing a doctorate degree in Collective Procedural Law at PUC-SP. He also serves as a Professor of Civil Procedural Law at the São Paulo School of Advocacy.

Leonardo de Paiva Rocha is an alternate member of our Fiscal Council. He is currently a member of the Board of Directors of Norte Energia S.A., Eletronuclear S.A., and Eletronorte S.A. He also serves as the Coordinator of the Audit Committee, Compliance, and Financial Risks, and is a Committee Member for Finance at Norte Energia S.A. Additionally, he is a member of the Fiscal Council of IRB, the Board of Directors of Júnior Achievement Brasil (NGO), and the Advisory Board of Vocação (NGO). He holds a degree in Mechanical and Automotive Engineering from the Military Institute of Engineering (IME), and a specialization degree in Business Administration from the Pontifical Catholic University of Rio de Janeiro (PUC-RJ).

Ariane Cristina Vilalta is an alternate member of our Fiscal Council. She is currently an associate lawyer at Suchodolski Advogados Associados, specialized in Litigation and Labor Law. She holds a degree in Law from the Pontifical Catholic University of São Paulo (PUC-SP) and a postgraduate degree in Labor Law from PUC-SP.

Luiz Fernando OliveiraFernandes da Silva is an alternate member of our Fiscal Council. He has experience in corporate law, civil litigation, and real estate law. He is currently an associate lawyer at Suchodolski Advogados Associados. He holds a degree in Law from the Mackenzie University Law School in São Paulo and a postgraduate degree in Business Law from Fundação Getúlio Vargas (FGV). He is a member of the São Paulo Lawyers’ Association (AASP).

For information about the compensation committee, see “Item 6—Directors, Senior Management and Employees—Directors and Senior Management—Board Committees.”

D.	Employees

The table below shows the evolution of the total number of our employees for the period indicated:

	As of June 30,
	2024				2023				2022
Location	BrasilAgro		Outsourced <br><br>workers		BrasilAgro		Outsourced <br><br>workers		BrasilAgro		Outsourced <br><br>workers
Head Offices/São Paulo	82		8		92		9		91		7
Araucária Farm		0		0		5		50		11		63
Alto Taquari Farm		11		88		8		100		12		118
Chaparral Farm		39		216		6		109		37		103
Nova Buriti Farm		2		0		10		0		2		0
Jatobá Farm		11		11		12		2		11		0
Preferência Farm		24		18		41		21		24		31
Avarandado Farm		12		51		2		91		8		26
Xingu Farm		36		175		11		100		44		127
São José Farm		61		490		24		609		50		430
Arrojadinho Farm		23		129		9		71		20		51
Serra Grande Farm		8		38		33		32		8		42
Alto da Serra Farm		5		244		55		0		31		0
Panamby Farm		13		30		*		47		*		24
Regalito Farm		9		37		*		55		*		36
São Domingos Farm		10		46		*		34		*		0
AgriMAQ		33		6		55		1		31		1
Overseas employees		50		216		27		226				466
Total		429		1803		390		1557		350		1525

	As of June 30,
	2024				2023				2022
Location	BrasilAgro		Outsourced <br><br>workers		BrasilAgro		Outsourced <br><br>workers		BrasilAgro		Outsourced <br><br>workers
Head Offices/São Paulo		82		252		92		9		87		7
Goiás		0		0		10		50		26		63
Mato Grosso		97		381		83		337		42		306
Bahia		113		375		120		203		123		185
Piauí		20		89		17		123		17		68
Maranhão		62		490		55		609		44		430
Minas Gerais		2		0		2		0		2		0
Overseas employees		50		216		27		226				466
Total		426		1803		406		1557		341		1525

Compensation and benefits

Our compensation policy for our employees is based on legal and market rates of compensation, as well as merit-based increases in individual employees’ compensation, based on individual goals set for such employees and administered and monitored by our human resources department. We are also party to agreements, entered into with unions representing our employees, providing for employee profit-sharing arrangements (programa departicipação nos resultados), pursuant to which all of our employees receive annual bonuses based on our financial and operating results, as well as personal goals set for individual employees. Finally, we also seek to retain quality personnel through offering benefits such as health and dental care, life insurance, meal vouchers, transportation and lodging, as well as job and technical training and subsidies for post-graduate, business administration and language courses. We also employ security officers at each of our agricultural properties, in an effort to maintain safe working conditions for employees contracted through our third-party service providers, including through regular workplace safety training programs.

Relationship with unions

We believe we have good relationships with our employees and the unions that represent them. The table below summarizes the agreements entered into between us and the unions representing our employees as of June 30, 2024.

Branch Office	Union	Agreement(s)	Agreement<br> Expiration <br> Date
Head Office	Sindicato dos Trabalhadores Rurais de São Paulo	Profit Sharing Program Overtime compensation^(1)^	Jan. 2025
Chaparral	Confederação Nacional dos Trabalhadores Assalariados Rurais	Profit Sharing Program Overtime compensation^(1)^	Feb. 2025
Alto Taquari	Federação dos Trabalhadores na Agricultura do Estado de MT	Profit Sharing Program Overtime compensation^(1)^	Apr. 2025
Serra Grande	Confederação Nacional dos Trabalhadores Assalariados Rurais	Profit Sharing Program Overtime compensation^(1)^	Feb. 2025
Preferência	Confederação Nacional dos Trabalhadores Assalariados Rurais	Profit Sharing Program Overtime compensation^(1)^	Feb. 2025
Arrojadinho	Confederação Nacional dos Trabalhadores Assalariados Rurais	Profit Sharing Program Overtime compensation^(1)^	Feb. 2025
Avarandado	Confederação Nacional dos Trabalhadores Assalariados Rurais	Profit Sharing Program Overtime compensation^(1)^	Feb. 2025
Regalito	Federação dos Trabalhadores na Agricultura do Estado de MT	Profit Sharing Program Overtime compensation^(1)^	Apr. 2025
Panamby	Sindicato dos Trabalhadores Rurais de Querência - MT	Profit Sharing Program Overtime compensation^(1)^	Apr. 2025
São Domingos	Sindicato dos Trabalhadores Rurais de Comodoro - MT	Profit Sharing Program Overtime compensation^(1)^	Apr. 2025
São José	Sindicado dos Trabalhadores Rurais de São Raimundo das Mangabeiras	Profit Sharing Program Overtime compensation^(1)^	Feb. 2025
Jatobá	Confederação Nacional dos Trabalhadores Assalariados Rurais	Profit Sharing Program Overtime compensation^(1)^	Feb. 2025
Partnership V	Sindicato dos Trabalhadores Rurais de São Felix do Araguaia	Profit Sharing Program Overtime compensation^(1)^	Apr. 2025
Alto da Serra	Sindicato dos Trabalhadores e Trabalhadoras Rurais de Brotas	Profit Sharing Program Overtime compensation^(1)^	Apr. 2025
AgriMAQ MT	Sindicato dos Trabalhadores Rurais de São Felix do Araguaia	Profit Sharing Program Overtime compensation^(1)^	Apr. 2025
AgriMAQ BA	Confederação Nacional dos Trabalhadores Assalariados Rurais	Profit Sharing Program Overtime compensation^(1)^	Feb. 2025
(1)	Refers to offsetting overtime with down time instead of paying overtime compensation (“banco de horas”) in accordance with Brazilian law.
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E.	Share Ownership

The following table indicates the number of our common shares and stock options directly held by each of our directors, executive officers and members of our fiscal council as of September 30, 2024.

Name
Executive Officers
André Guillaumon	116,408	0.11	%
Gustavo Javier Lopez	93,766	0.09	%
Directors
Eduardo S. Elsztain ^(1)^	35,138,225	34.22
Alejandro G. Elsztain	742,270	0.72	%
Saul Zang	100	*
Isaac Selim Sutton	100	*
Matias Gaivironski	—	—
Alejandro Casaretto	—	—
Isabella Saboya
Efraim Horn	—	—
Eliane Aleixo
Fiscal Council Members
Ivan Luvisotto Alexandre	—	—
Geraldo Affonso Ferreira Filho	—	—
Statutory Audit Committee Member
Fabiano Nunes Ferrari	—	—

*	Represents less than 1%.

(1)	Includes shares held of record by Cresud, Eduardo Elsztain and Agro Managers. See “Item 7—Major Shareholders and Related Party Transactions.”

Our directors, executive officers and members of our fiscal council and audit committee do not have different voting rights.

For information about our Stock Option Plan, see “Item 6—Directors, Senior Management and Employees—Compensation—Stock Option Plan.”

ITEM 7—MAJOR SHAREHOLDERS AND RELATEDPARTY TRANSACTIONS

The table below sets forth information relating to the ownership of our common shares as of September 30, 2024.

Shareholder	Number of<br> Common<br> Shares
Cresud^(1)^		35,138,225	34.22
Cresud		35,138,225	34.22
Agro Managers^(2)^		1,000	0.00
Charles River Capital^(3)^		10,317,481	10.05
Elie Horn/Cape Town^(4)^		6,098,269	5.94
Cape Town LLC		5,156,819	5.02
Elie Horn		941,450	0.09
Directors and Executive Officers		952,844	0.93
Treasury		3,067,987	2.99
Others^(5)^		46,366,368	45.15
Total		102,683,444	100.00
(1)	As of June 30, 2024, Mr. Eduardo S. Elsztain held (through companies controlled by him and proxies) a majority voting power in IFIS Limited, which owns 100% of the capital stock of IFISA. Finally, Mr. Elsztain directly holds 38.7% of the capital stock of Cresud. Because of his ownership interest in IFIS Limited and IFISA, Mr. Eduardo Elsztain may appoint the majority of members of our Board of Directors and the Board of Directors of Cresud, as well as determine the substantive outcome of all decisions requiring shareholder approval with respect to Cresud. Accordingly, Mr. Elsztain may be deemed to beneficially own the shares held by Cresud and hold the sole voting and dispositive power with respect to such shares.
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(2)	Cresud may be deemed to hold the sole voting and dispositive power with respect to the shares held of record by Agro Managers.
(3)	Consolidated position of the funds managed by Charles River Capital.
---	---
(4)	Includes shares jointly held by Elie Horn and Cape Town LLC. Elie Horn is the principal shareholder of Cape Town LLC.
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(5)	Considers all remaining shareholders with an individual position of less than 5%.
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For information about stock options held by our directors and executive officers, see “Item 6—E. Directors, Senior Management and Employees—Share Ownership.”

Our controlling and major shareholders do not have different voting rights.

Significant Shareholder

Cresud

Cresud was organized in December 1936 under the laws of Argentina. Cresud’s principal operating activities consist of the acquisition, development and sale of agricultural properties in Argentina, and the production of agricultural products. Its shares are listed on the Bolsas y Mercados Argentinos S.A. (ByMA) under the trading symbol “CRES” and on the NASDAQ under the trading symbol “CRESY.”

As of June 30, 2024, Mr. Eduardo S. Elsztain held (through companies controlled by him and proxies) a majority voting power in IFIS Limited, which owns 100% of the capital stock of IFISA. Finally, Mr. Elsztain directly holds 38.7% of the capital stock of Cresud. Because of his ownership interest in IFIS Limited and IFISA, Mr. Eduardo Elsztain may appoint the majority of our board of directors and the board of directors of Cresud, as well as determine the substantive outcome of all decisions requiring shareholder approval with respect to Cresud.

As a result of Cresud’s ownership interest in us, conflicts of interest could arise with respect to transactions involving our ongoing business activities, and the resolution of these conflicts may not be favorable to us. Specifically, business opportunities, including but not limited to potential targets for rural property acquisitions may be attractive to both Cresud and us. In addition, five of our nine directors have been nominated by Cresud. This situation may give rise to conflicts of interest. We may not be able to resolve any potential conflicts and, even if we do so, the resolution may be less favorable to us than if we were dealing with an unaffiliated party.

A.	Other Major Shareholders

Charles River Capital

Charles River Capital is a Brazilian independent asset manager based in Rio de Janeiro. It manages mutual funds and single-investor funds under Brazilian applicable law.

Elie Horn and Cape TownLLC

Elie Horn is the sole shareholder of E.H. Capital Management Ltd., which is the principal shareholder of Cape Town LLC, a company organized under the laws of the State of Delaware. Elie Horn is the president and controlling shareholder of Cyrela Brazil Realty S.A. and has more than 40 years of experience in construction and management of commercial buildings in São Paulo and Rio de Janeiro, Brazil, as well as in selling and leasing luxury and high-technology business offices, and finally, to a lesser extent, in the leasing and management of shopping malls. In recent years, Mr. Horn has also been involved in the development of residential condominiums. Mr. Horn previously served as a member of our board of directors, elected at the general shareholders’ meeting held on October 27, 2011, and retired from the board on July 3, 2012.

Agro Managers

Agro Managers are companies organized under the laws of Argentina, controlled by Cresud´s controlling shareholder (Mr. Eduardo Elsztain) and Cresud, respectively.

Major Changes in Share Ownership

Purchase and Sale of our Common Shares by CharlesRiver Capital

On October 18, 2021, Charles River Capital disclosed that their ownership exceeded 10% of our outstanding common shares. Immediately after the acquisition, 10,792,678 shares, or 10.5% of our outstanding common shares.

On November 18, 2021, Charles River Capital disclosed that their ownership decreased by less than 10% of the Company’s outstanding shares. The common outstanding shares of the Company owned by the funds managed by Charles River Capital reached 9,547,578 shares, equivalent to a 9.33% ownership.

On September 25, 2023, Cresud S.A.C.I.F.Y.A. disclosed that it decreased its shareholding position in the Company, reaching 35,081,184 shares, equivalent to 34.27% of the common shares issued by Company.

On February 15, 2024, Charles River Capital disclosed that their ownership has exceeded 10% of the Company’s outstanding shares. The common outstanding shares of the Company owned by the funds managed by Charles River Capital reached 10,281,388 shares, equivalent to a 10.01% ownership.

ADRs

As of September 30, 2024, we had 30,604,033 shares representing ADRs, which were held in the United States by one holder of record.

B.	Related Party Transactions

We adhere to the corporate governance practices recommended and required under applicable law, including under the rules and regulations of the Novo Mercado and the B3 and Brazilian corporate law.

Decisions regarding transactions entered into among us or our affiliates, on the one hand, and related parties, as defined by the CVM Resolution No. 94/2022, as amended, on the other hand, shall be made in accordance with our bylaws, our policy on related party transaction (enacted at the Board of Directors meeting held on September 1, 2022) and applicable law. Our policy on related party transactions provides that in the first thirty days of each fiscal year, all persons to whom the policy is applicable must provide a statement to our compliance office informing all individuals and legal entities that may be considered related parties. In addition, our compliance office must classify each and all transactions with related parties, sending them to the competent management office, specifying the amount involved and considering the following: (i) our executive officers are responsible for approving any transaction with related parties in an amount lower than R$5.0 million, individually or in a series of related transactions carried out in a period of twelve months; (ii) after consulting with our Audit Committee, our Board of Directors is responsible for approving any transaction with related parties representing an amount equal to or greater than R$5.0 million, individually or in a series of related transactions carried out in a period of twelve months; and (iii) our shareholders are responsible for approving any transaction with related parties representing an amount equal to or greater than 50% of the value of the Company’s total assets included in the last approved financial statements.

We, our shareholders, our directors and officers, and the members of our fiscal council are required to submit to arbitration for any dispute relating to the application, legality, effectiveness, interpretation, violation and effects of violation of the provisions in the agreement for participation in the Novo Mercado listing segment, and to the Novo Mercado listing rules, the arbitration regulation instituted by the B3, the provisions of Brazilian corporate law, our bylaws, the rules of the National Monetary Council (Conselho Monetário Nacional), or CMN, and the Central Bank, the regulations of the Securities Commission (Comissão de Valores Mobiliários), or CVM, and the B3 and other rules generally applicable to the Brazilian capital markets. Any such dispute should be settled by arbitration by the B3 Arbitration Chamber.

According to Chapter 12 of this rule, the parties may consent to agree to use another arbitration chamber or forum to resolve their disputes.

For additional information with respect to transactions with related parties, please refer to note 30 to our financial statements.

Investment in Agrofy

In October 2019, we made an investment of US$1.0 million in Agrofy, which represented a 1.8% stake in the share capital of Agrofy. Agrofy is an online marketplace that offers a complete range of e-commerce solutions customized to meet the needs of retailers and their partners, seeking an alternative way of connecting farmers and suppliers. As of June 30, 2024, Cresud held a 18.6% stake in the share capital of Agrofy.

As of June 30, 2023, we recognized an impairment in the amount of R$4.8 million related to losses in connection with our investment in Agrofy. We review impairment amounts each quarter.

Cresca Acquisition and re-distribution ofassets and liabilities

Purchase of interest in joint venture, debtsand advisory contract with Cresca S.A.

On December 12, 2013, we executed contracts with Cresud for: (i) the acquisition of 50% interest in Cresca S.A., (ii) the assumption of Cresud credits from Cresca, and (iii) the execution of an advisory contract pursuant to which Cresud has agreed to render services in the forest agricultural exploration to Cresca in exchange for payments of fees.

Cresca is a company that invests in agricultural and cattle raising land in Paraguay. At the purchase date, it owned approximately 81,000 hectares and a contract for the right to purchase approximately 61,000 additional hectares of agricultural land in the region of Mariscal Estigarribia in Paraguay.

Pursuant to the agreement, Cresca purchased 35,864 hectares on July 9, 2014 and the remaining 24,753 on January 20, 2015.

On April 7, 2014, Cresca sold 24,624 undeveloped hectares.

On October 5, 2016, we entered into an agreement with Carlos Casado, our partner in Cresca at the time, pursuant to which we agreed to try to sell all the land that Cresca owned for a 120-day period as of the execution date of the aforementioned agreement. Further to the provisions of the agreement, we and Carlos Casado also agreed to split ownership of the land among us and Carlos Casado if either party failed to dispose of the totality of the land within the 120-day period.

As the properties were not sold to third-parties, on June 6 and June 8, 2017, we and Carlos Casado decided to proceed with the re-distribution of assets and liabilities of Cresca, whereby we would separate and divide the assets and liabilities of Cresca, and Cresca would distribute them to us and to Carlos Casado.

As a result of this transaction, we now have the following two subsidiaries that received Cresca’s assets and liabilities: (i) Palmeiras, which was incorporated to operate the activities of our investment in Cresca and (ii) Moroti, a subsidiary that received, on February 9, 2018, upon conclusion of the process, all other assets and liabilities of Cresca attributed to us, including land and debts.

On February 9, 2018, the re-distribution of assets and liabilities of Cresca was concluded and the portion of assets and liabilities attributed to the Company was transferred to the wholly-owned subsidiary Moroti.

As part of the redistribution of assets and liabilities, the Company and Carlos Casado, partners in the joint venture, decided to waive the interest for late payment on the intercompany loans taken by Cresca in the total amount of R$32,9 million, of which our share was R$16,6 million.

As of June 30, 2024, Moroti owned 59,585 hectares of which 34,053 were arable.

Acquisition of Companies in Bolivia

On December 20, 2020, the Company and Cresud, through its subsidiaries Agropecuária Santa Cruz de La Sierra S.A., Alafox S.A., Sedelor S.A., Helmir S.A. and Codalis S.A., entered into a share purchase agreement to acquire 100% of the shares issued by the following Bolivian companies: (i) Agropecuaria Acres del Sud S.A.; (ii) Ombu Agropecuaria S.A.; (iii) Yatay Agropecuaria S.A.; and (iv) Yuchan Agropecuarian S.A. (collectively, “Acres del Sud”). These properties have a total area of 9,875 hectares, will be used to cultivate grains and sugarcane, and distributed among the properties San Rafael, Las Londras and La Primavera.

With the acquisition, we intend to continue our internationalization strategy, moving into a new country in Latin America (Bolivia) and consolidating ourselves as our economic group main vehicle to pursue mentioned strategy, which shall provide an increase in our consolidated revenues and strengthen our competitive position when compared to other players in the market.

C.	Interests of experts and counsel

Not applicable.

ITEM 8—FINANCIAL INFORMATION

A.	Consolidated Statements and Other Financial Information

See “Item 18—Financial Statements” below.

Legal Proceedings

We and our subsidiaries are subject to legal and administrative proceedings involving environmental, labor, civil, tax and criminal matters. As of June 30, 2024, we were defendants in 70 pending legal and administrative proceedings, of which 13 are environmental proceedings, 35 are labor proceedings, 18 are tax proceedings, and four are civil proceedings. Also, as of June 30, 2024, we were plaintiffs in 19 pending legal and administrative proceedings, of which one is an environmental proceeding, four are tax proceedings and 11 are civil proceedings.

As of June 30, 2024, we had total provisions of R$0.7 million for probable losses, including R$0.67 million for labor proceedings and R$0.03 million for environmental proceedings. We believe that our provisions for contingencies are sufficient for purposes of covering probable losses that may result from the proceedings to which our Company and our subsidiaries are parties, based on the opinion of our external legal advisors.

The labor proceedings include claims filed by former employees and third-party contractors. In most cases, the Company and its subsidiaries are jointly liable for claims by third party contractors, since the discussion involves possible rights between outsourcing companies and their former employees. See “Item 3— Key Information—Risk Factors—Risks Relating to our Business and Industry—We are dependent on third-party service providers and subject to recent changes in the Brazilian labor legal framework.”

We do not expect probable losses to result from our civil and tax proceedings currently in progress.

Among our legal and administrative proceedings as of June 30, 2024, we have identified the following material contingencies in view of the adverse effects that they could have on our activities and the amount involved in the claims (we considered material for this purpose all legal and administrative proceedings filed against the Company involving amounts exceeding R$1.0 million).

Environmental Proceedings

We are co-defendants in a environmental lawsuit filed on June 13, 2023 by the Brazilian Institute for the Environment and Renewable Natural Resources (InstitutoBrasileiro do Meio Ambiente e dos Recursos Naturais Renováveis, or IBAMA) in the 1^st^ Civil and Criminal Judicial Federal Court of Rondonópolis, state of Mato Grosso, requesting (i) the reparation of presumed environmental damages resulting from the operation of a potentially polluting activity by the former property owners, without a license issued by the competent authority, (ii) the reparation of damages caused by the use of the embargoed area and (iii) the environmental regularization of 346,3949 hectares, which are under alternative land use when they should be treated as legal reserve land. We presented our defense on July 3, 2024 and are awaiting a decision in this lawsuit. The total amount involved in the claim is R$8.4 million. Our management, based on the opinion of external legal counsel, considers our chance of loss as possible. We have not made any provision in connection with this proceeding.

We are the plaintiff in a civil lawsuit (Ação Declaratória de Nulidade) filed on September 16, 2024 with the 2^nd^ Federal Court of the Judicial Section of Piauí against the Brazilian Institute of Environment and Renewable Natural Resources (InstitutoBrasileiro do Meio Ambiente e dos Recursos Naturais Renováveis, or IBAMA). BrasilAgro’s request in this lawsuit is to declare the nullity of an infraction notice issued by IBAMA, which affects part of the Serra Grande farm. The court granted a preliminary injunction (Tutela Cautelar) to suspend the effects of the infraction notice and the embargo term until a decision on the merits is rendered in the case. We are awaiting a decision in this lawsuit. The total amount involved in the claim is R$2.7 million. Our management, based on the opinion of external legal counsel, considers the chance of loss as possible. We have not made any provision in connection with this proceeding.

Civil Proceedings

We are defendants in a civil claim filed on June 10, 2009 by certain parties in the Judicial District Court of Correntina, State of Bahia, for the annulment of the deed of sale and purchase of agricultural property executed by and among our Company and others. We have filed our defense. The total amount involved in the claim is R$6.1 million and our chance of loss is estimated as possible. If we are unsuccessful, we could be required to relinquish the equivalent of 2,562 hectares of land corresponding to 6.9% of the total area of Chaparral farm. We have not made any provision in connection with this proceeding. In May 2022, we entered into a settlement agreement with the plaintiffs in the amount of R$50.0 thousand. The settlement agreement is awaiting homologation by the court. If homologated by the court, the lawsuit will be settlement under its terms with no additional losses expected.

We are co-defendants in a lawsuit for damages brought on March 14, 2013 by the widow of an individual who died in a car accident on August 29, 2011 involving a truck used by one of our service providers for the cutting, loading and transportation of sugar-cane produced in our Araucaria farm. We filed our defense on March 19, 2013. We are waiting for the decision that will start the discovery phase in the lawsuit with respect to evidence production requested by the parties. The total amount involved in the suit, as claimed by the plaintiff, is R$1.9 million and our chances of loss have been classified as possible. We have not made any provision in connection with this proceeding.

Our subsidiary Agropecuaria Acres del Sud S.A. is the plaintiff in a lawsuit in Bolivia that seeks the invalidation of the Sanitation Final Resolution – RASS No. 0504/2021 of November 25, 2021, by which the National Institute for Agrarian Reform and National Service for Protected Areas (InstitutoNacional de Reforma Agrária e Servicio Nacional de Areas Protegidas) (INRA) (i) determined that the “Acres del Sud” fraction (previously known as Las Londras I, Las Londras II, and Las Londras III), is superimposed on the Guarayos Forest Reserve, declaring the illegality of the possession of Agropecuaria Acres del Sud S.A. regarding the property called Acres del Sud with respect to an area of 4,435.1 hectares and (ii) declared it as non-available fiscal land, leaving only 50 hectares remaining out of a total of 4,485.1 hectares. On September 13, 2023, the Agro-Environmental Court dismissed the lawsuit as unfounded, while reaffirming the Sanitation Final Resolution – RASS No. 0504/2021 of November 25, 2021. On January 15, 2024, Agropecuaria Acres del Sud S.A. filed a constitutional proceeding (Acción de Amparo Constitucional) to dismiss the ruling issued by the Agro-Environmental Court on September 13, 2023. On January 25, 2024, the Fourth Constitutional Chamber of the Departmental Court of Justice issued a decision (Sentencia No. 04/24), granting protection to Agropecuaria Acres del Sud S.A., thereby nullifying part of the lawsuit pending before the Agro-Environmental Court, including the ruling issued by the Agro-Environmental Court on September 13, 2023, so that the Agro-Environmental Court can issue a new ruling. We are awaiting the Agro-Environmental Court to reconsider the case and issue a new ruling. Our management, based on the opinion of our external legal counsel in Bolivia, considers that our chance of loss is possible. If we are unsuccessful and the decision is not reversed, we expect that it would have an adverse impact on us of approximately US$13.0 million. We have not made any provision in connection with this proceeding.

We are subject to an administrative inspection proceeding filed on May 10, 2016 by Instituto Nacional de Colonização e Reforma Agrária – INCRA (National Institute of Colonization and Agrarian Reform), which aims to investigate whether the Company acquired rural properties in non-compliance with Federal Law No. 5,709/1971 and Legal Opinion LA-01/2010/AGU. The Company has provided explanations and documents, stating that there was no violation of Federal Law No. 5,709/1971 and Legal Opinion LA-01/2010/AGU. An eventual conclusion by INCRA that the Company acquired rural properties in non-compliance with Federal Law No. 5,709/1971 and Legal Opinion LA-01/2010/AGU could affect the Company’s business model. From an economic and financial standpoint, INCRA’s final decision may be used as a basis for filing an potential lawsuit to challenge the acquisition of certain properties, including seeking their forced sale, which could adversely affect us. Our management, based on the opinion of our external legal counsel, considers our chance of loss as possible. We have not made any provision in connection with this proceeding.

Our subsidiary Agropecuaria Acres del Sud S.A. is the plaintiff in a possessory lawsuit in Bolivia (Demanda por Avasallamiento de Predio Productivo) that seeks the reinstatement of possession of the property known as “Acres del Sud,” which is illegally occupied by third parties. We are awaiting a decision in this lawsuit. In connection with it, our subsidiary Agropecuaria Acres del Sud S.A. is also the plaintiff in a precautionary proceeding (Medida Precautoria) that seeks a precautionary measure allowing Agropecuaria Acres del Sud S.A. to carry out agricultural operations on the property known as “Acres del Sud” without interference from the occupiers. The competent court (Juzgado Agroambiental de San Ramón) granted our request for precautionary relief to determine that the occupiers should be removed from this property. This decision has not yet been enforced. Our management, based on the opinion of our external legal counsel, considers our chance of loss as possible. We have not made any provision in connection with this proceeding.

We are co-defendants in a popular civil lawsuit (Ação Popular) filed on July 29, 2024 by the plaintiff Mr. Ricupero with the 10^th^ Federal Civil Court of São Paulo, in the Judicial Subsection of São Paulo. The plaintiff argued that BrasilAgro should be considered as a foreign company in Brazil, and for this reason, it may not acquire or lease rural properties without prior authorization from the Instituto Nacional de Colonização e Reforma Agrária (INCRA) or the Brazilian National Congress. The claims of the plaintiff consist of declaring the nullity of the acts of acquisition of shares representing the capital of BrasilAgro by foreign individuals and legal entities or those treated as foreign, or, alternatively, declaring the nullity of the acquisitions and leases of rural properties made without the authorizations required by Brazilian law. We have not yet formally received service of process with respect to this lawsuit. The total amount involved in the claim cannot yet be calculated. Our management, based on the opinion of our external legal counsel, considers our chance of loss as possible. We have not made any provision in connection with this proceeding and depending on the final decision in this lawsuit.

Tax Proceedings

We are defendants in an administrative proceeding filed on January 11, 2021, by the Brazilian Internal Revenue Service (Receita Federal do Brasil) for collection of income tax withheld at the source (Imposto de Renda Retido na Fonte) (IRRF) for the calendar year 2016, due to alleged insufficient tax collection under code 0561 (income from salaried work) and code 0588 (income from work without employment). We have filed our defense. The total amount involved in the claim is R$1.9 million, and our management, based on the opinion of external legal counsel, considers our chance of loss as possible. We have not made any provision in connection with this proceeding. We are currently waiting for the review of the defense presented.

Our subsidiary Imobiliária Jaborandi Ltda. is a defendant in an administrative proceeding filed on July 21, 2023, by the Brazilian Internal Revenue Service (ReceitaFederal do Brasil) for collection of supplementary corporate income tax (Imposto de Renda Pessoa Jurídica) *(*IRPJ) and social contribution on net profit (Contribuição Social sobre o Lucro Líquido) (CSLL) for the calendar year 2019. According to the Internal Revenue Service, alleged irregularities had been detected regarding the collection of the aforementioned taxes, since the company had allegedly: (i) improperly applied a coefficient of presumption of the presumed profit on the capital gain obtained on the sale of part of Jatobá Farm (rural property), because the revenue in question would not derive from its activity, and (ii) not offered financial income and rental income to taxation. On September 6, 2023, Imobiliária Jaborandi Ltda. filed its defense. The total amount involved in the claim is R$218 million, and our management, based on the opinion of external legal counsel, considers our chance of loss as remote. We have not made any provision in connection with this proceeding. We are currently waiting for the judgment of the defense presented.

Our subsidiary Agrifirma Bahia Agropecuária Ltda. is a defendant in an administrative proceeding filed on August 18, 2023, by the Brazilian Internal Revenue Service (Receita Federal do Brasil) for collection of supplementary rural land tax (Imposto Territorial Rural) (ITR) for the calendar year 2019 in relation to a rural property. We filed our defense on September 26, 2023, and we are awaiting the ruling from the administrative authority. The total amount involved in the claim is R$1.2 million. Our management, based on the opinion of our external legal counsel, considers our chance of loss as remote. We have not made any provision in connection with this proceeding.

Our subsidiary Agrifirma Agro Ltda. is a defendant in an administrative proceeding filed on December 18, 2023, by the Brazilian Internal Revenue Service (ReceitaFederal do Brasil) for collection of supplementary rural land tax (Imposto Territorial Rural) (ITR) for the calendar year 2020 in relation to a rural property. We filed our defense on February 15, 2024, and we are awaiting the ruling from the administrative authority. The total amount involved in the claim is R$1.6 million. Our management, based on the opinion of our external legal counsel, considers our chance of loss as remote. We have not made any provision in connection with this proceeding.

We are defendants in an administrative proceeding filed on May 8, 2024, by the Brazilian Internal Revenue Service (Receita Federal do Brasil) for collection of Employer’s Social Security Contribution (employer’s share) related to the periods of February, April, June, August, and September 2020, as well as May and September of 2021. We filed our defense on June 7, 2024, and we are awaiting the ruling from the administrative authority. The total amount involved in the claim is R$3.6 million. Our management, based on the opinion of our external legal counsel, considers our chance of loss as possible. We have not made any provision in connection with this proceeding.

Labor Proceedings

Our subsidiary Yuchán Agropecuaria S.A is a defendant in a labor lawsuit (proceso coactivo social) filed on July 19, 2021 by the Bolivian Departmental Administrator of Santa Cruz de la Caja Petrolera de Salud which aims to collect the social coercive declared due by Yuchán Agropecuaria S.A. in the amount of Bs.7.163 million. The social coercion was declared due after the inspection carried out by Departmental Administrator of Santa Cruz de la Caja Petrolera de Salud, who reviewed books, contracts, payments, among others, referring to the existing management between the years 2012 to 2017. The lawsuit is under the jurisdiction of the Noveno Juzgado de Partido del Trabajo del Departamentode Santa Cruz, in Bolivia. We have filed our defense and are awaiting the judge’s manifestation. At the same time, we filed an appeal against the decision that dismissed the court’s alleged incompetence for the lawsuit. We also presented a formal guarantee to the court. Our management, based on the opinion of external legal counsel, considers the chance of loss in connetion with this proceeding as possible. We have not made any provision in connection with this proceeding.

Our subsidiary Yatay Agropecuaria S.A is a defendant in a labor lawsuit (proceso coactivo social) filed on June 10, 2022 by the Bolivian Departmental Administrator of Santa Cruz de la Caja Petrolera de Salud which aims to collect the social coercive declared due by Yatay Agropecuaria S.A, in the amount of Bs.9.429 million. The social coercion was declared due after the inspection carried out by Departmental Administrator of Santa Cruz de la Caja Petrolera de Salud, who reviewed books, contracts, payments, among others, referring to the existing management between the years 2012 to 2017. The lawsuit is under the jurisdiction of the Décimo Juzgado de Partido de Trabajo y SeguridadSocial, in Bolivia. We filed our defense and are awaiting the judge’s manifestation. Our management, based on the opinion of external legal counsel, considers the chance of loss in connetion with this proceeding as possible. We have not made any provision in connection with this proceeding.

For additional information with respect to legal proceedings, contingencies and povisions, see note 28 to our financial Statements.

Distributions to Shareholders

Amounts Available for Distribution

At each annual shareholders’ meeting, our board of directors is required to submit to shareholder approval its proposal on the allocation of our net income for the preceding year. Pursuant to Brazilian corporate law, the proposal of the board of directors has to be evaluated by the fiscal council (conselho fiscal), if in operation. Brazilian corporate law defines “net income” for any fiscal year as the results in a given year after the deduction of accrued losses from prior years, the provisions for income and social contribution taxes for that year, and any amounts allocated to profit-sharing payments to the employees and management (provided, however, that such payments will only be disbursed after payment of the mandatory dividend to the company’s shareholders). All calculations in connection with net income and its allocation to reserves are based on the audited financial statements for the preceding fiscal year.

Our bylaws provide that an amount equal to at least 25% of our adjusted net income for any given year should be available for distribution as a mandatory dividend or interest on shareholders’ equity. Adjusted net income is calculated by adjusting net income as follows: (i) deducting amounts allocated to legal reserve, statutory reserve, contingency reserve, retained earnings and unrealized profit reserve, as applicable; (ii) adding amounts reversed from the contingency reserve; and (iii) adding unrealized profit reserve amounts, upon their realization and if not offset by subsequent losses, if any. Such amount represents the minimum mandatory dividend, or mandatory dividend. The allocation of amounts to the mentioned reserves cannot be made to the detriment of the payment of the mandatory dividend. Moreover, the minimum mandatory dividend may be limited to the ‘realized’ portion of net income. Our calculation of net income and allocations to reserves for any year, as well as the amounts available for distribution, are determined on the basis of our financial statements prepared in accordance with Brazilian corporate law. For more information, see “Item 8—Financial Information— Payment of Dividends and Interest on Shareholders’ Equity” below.

The distribution of dividends for the year ended June 30, 2024 was approved at our shareholders’ meeting held on October 22, 2024 in the amount of R$155.0 million, or R$1.56 (US$0.30) per share. The dividends are payable within 30 days to holders of record of our shares as of October 22, 2024.

Reserve Accounts

Brazilian corporate law provide for two main categories of reserve accounts, which may be used for purposes of dividend payments: income reserve accounts and capital reserve account.

Income Reserve Accounts

Pursuant to Brazilian corporate law, our income reserve accounts are comprised of the legal reserve, the contingency reserve, the fiscal subsidies reserve, the investment and expansions reserve and the retained earnings reserve.

The balance of the income reserves, except for the balances of contingency, fiscal subsidies and unrealized profit reserves, may not exceed the amount of our capital stock. In case of excess, our shareholders shall decide at a shareholders’ meeting whether the excess amount will be used to pay or increase our capital stock or pay dividends.

Legal reserve: Under Brazilian corporate law, we are required to maintain a legal reserve to which we must allocate 5% of our net income for each fiscal year until the aggregate amount of the reserve equals 20% of our capital stock. However, we are not required to make any allocations to our legal reserve in a year in which the legal reserve, when added to our other capital reserves, exceeds 30% of our capital stock. The amounts allocated to such reserve must be approved by our shareholders in a shareholders’ meeting, and may only be used to increase our capital stock or to offset net losses. As of June 30, 2024, we had R$98.2 million allocated to legal reserve.

Contingency reserve: Pursuant to Brazilian corporate law, a percentage of our net income may be allocated to a contingency reserve for anticipated losses that are deemed probable in future years, if their amount may be estimated. This allocation has to be proposed by the company’s management and approved at a shareholders’ meeting. The management’s proposal must indicate the cause of the anticipated loss and justify the need for such allocation. Any amount so allocated must be reversed in the fiscal year in which a loss that had been anticipated fails to occur as projected or charged off in the event that the anticipated loss occurs. As of June 30, 2024, we had no contingency reserve.

Fiscal subsidies reserve: The part of net income corresponding to amounts granted by the government to our company for investment purposes may be allocated to the fiscal subsidies reserve. Pursuant to Brazilian corporate law, this allocation is only permitted if proposed by our management and approved at a shareholders’ meeting. Such amounts will not be taken into account for purposes of the calculation of the mandatory dividend. As of June 30, 2024, we had no fiscal subsidies reserve.

Investment and expansionreserve: Pursuant to Brazilian corporate law, the amount by which the mandatory dividend exceeds the realized net income in any given year may be allocated to other earnings reserve or investment and expansion reserve, and the mandatory dividends may be limited to the realized portion of the net income. Brazilian corporate law defines realized net income as the amount by which our net income exceeds the sum of our net positive results, if any, from the equity method of accounting; and the income, gains or profits resulting from transactions that occurred in the relevant fiscal year but that will be received by us after the end of the next year. Profits recorded as earnings reserve must be added to the next mandatory dividend distributed after the realization of such profits, if not absorbed by losses in subsequent years. As of June 30, 2024, we had R$338.5 million allocated to investment and expansion reserve.

*Retained earnings reserve:*Pursuant to Brazilian corporate law, we are permitted to allocate part of our net income to discretionary reserve accounts that may be established in accordance with our bylaws, which must also indicate the purpose, allotment criteria and maximum amount of the reserve. The allocation of net income to retained earnings reserve accounts may not be made if it affects the payment of the minimum mandatory dividend. As of June 30, 2024, we had no funds allocated to retained earnings reserves.

Capital Reserve Account

Pursuant to Brazilian corporate law, we may maintain capital reserves in which we may record goodwill paid in connection with the subscription of our shares, mergers, sale of warrants, subscription bonds, participation certificates (which are not applicable to us), debentures, donations, stock option granted and governmental granting for investments. These reserves may only be used for the following purposes: (i) to offset losses that exceed the retained earnings and income reserves, (ii) to redeem, repay or purchase shares of our capital stock, and (iii) to increase our capital stock. The amounts allocated to our capital reserve account are not considered for purposes of the calculation of mandatory dividends.

*Goodwill on share issue:*the reserve of goodwill from the issue of shares was created upon the acquisition of the subsidiary Agrifirma on January 27, 2020. The transaction was conducted via transfer of shares and generated a difference between capital increase and equity increase. The capital increase was calculated based on the shareholders’ equity of Agrifirma Holding (company merged in the process) as of June 30, 2019, while the equity increase considers only one of the three share classes involved in the agreement (unrestricted shares). The other two classes are classified under liabilities. As of June 30, 2024, we had R$1.6 million allocated to reserve of goodwill on share issue.

Share-based payment: On July 1, 2023, a new compensation plan began, under which provisions in the amount of R$1.8 million were accrued in the year ended June 30, 2024. The aggregate outstanding balance of R$1.9 million is made up of residual differences strictly of an accounting nature that were accrued during the creation and payment of the old share-based compensation plans. On June 30, 2024, we had R$0.2 million allocated to share-based payments.

Capital transactionsbetween partners: the difference between the net assets of the companies acquired in Bolivia and the consideration transferred was recognized directly under shareholders’ equity, given that the transaction involves the combination of businesses under common control. As of June 30, 2024, we had R$11.0 million allocated in capital transactions between partners.

Payment of Dividends and Interest on Shareholders’Equity

Brazilian corporate law requires that the bylaws of a Brazilian corporation specify a minimum percentage of the income available for the annual distribution of dividends, known as mandatory dividend, which must be paid to shareholders as either dividends or interest on shareholders’ equity. The basis of the mandatory dividend is a percentage of the net income, as adjusted pursuant to Brazilian corporate law. Under our bylaws, a minimum of 25% of our adjusted net income should be intended for the distribution and payment to our shareholders as mandatory dividend. However, the payment of mandatory dividends to our shareholders may be limited to the amount of realized net income in a given year, provided the difference should be recorded as unrealized income reserve. Our calculation of net income and allocations to reserves for any year, as well as the amounts available for distribution, are determined on the basis of our non-consolidated financial statements prepared in accordance with Brazilian corporate law. The mandatory dividend may also be paid as interest on shareholders’ equity, in which event it is deemed a deductible expense for purposes of income and social contribution taxes on revenue.

In addition, our board of directors may advise our shareholders that additional dividends may be distributed from other income or reserves legally available for distribution. Brazilian corporate law allows, however, a company to suspend such dividend distribution if its board of directors reports at our annual shareholders’ meeting that the distribution would be inadvisable given the company’s financial condition. The fiscal council, if in place at the time, should review any suspension of the mandatory dividend. In addition, our management should submit a report to the CVM setting forth the reasons for the suspension. Net income not distributed by virtue of a suspension is allocated to a separate reserve and, if not absorbed by subsequent losses, is required to be distributed as dividends as soon as the financial condition of the company should permit such payment.

Our board of directors may distribute interim dividends on the basis of monthly, bi-monthly, quarterly or semi-annual financial statements. Our dividend policy has to comply at all times with the mandatory dividend requirements under Brazilian corporate law.

Shareholders have a three-year period from the date of the payment to claim the dividends or interest on shareholders’ equity with respect to their common shares, as applicable, after which the aggregate amount of any unclaimed amounts legally reverts to us.

Dividends

The distribution of dividends in any given fiscal year is proposed by our executive officers (Diretoria) to the board of directors, which then submits a detailed proposal to shareholders at a shareholders’ meeting. In preparing this proposal, the board of directors will take into account our business strategy, investment plans, financial condition and the recommendations of the fiscal council. The proposal for distribution of dividends is then submitted to our annual shareholders’ meeting, in which a majority of the voting shareholders is necessary to approve it. We may distribute additional dividends if so deemed adequate by our board of directors in view of our capital structure. Our board of directors may revise or modify our dividend policy at any time.

We are required by Brazilian corporate law and our bylaws to hold an annual shareholders’ meeting no later than four months after the end of each fiscal year, at which time the allocation of the results of operations in any year and the distribution of an annual dividend are reviewed. The distribution of annual dividends is based on our audited financial statements prepared for the immediately preceding fiscal year.

Any holder of record of common shares at the time a dividend is declared is entitled to receive dividends. Under Brazilian corporate law, dividends are generally required to be paid within 60 days following the date on which the dividend is declared, unless the shareholders’ resolution established another payment date, which, in any event, must occur before the end of the year in which the dividend is declared. Our bylaws do not require that dividend payments be adjusted for inflation.

Interest on Shareholders’Equity

Since January 1, 1996, Brazilian companies have been authorized to pay interest on shareholders’ equity to shareholders, and to treat those payments as deductible expenses for purposes of calculating corporate income tax and, since 1997, the social contribution tax, as well. The amount of the tax deduction in each year is limited to the greater of (i) 50.0% of our net income (after the deduction of social contribution tax on net profit, but before taking into account the provision for corporate income tax and the amounts attributable to shareholders as interest on shareholders’ equity) for the period in respect of which the payment is made; and (ii) 50.0% of our accumulated profits and income reserves at the beginning of the relevant period. The rate applied in calculating interest on shareholders’ equity cannot exceed the pro rata daily variation of the TJLP.

Payments of interest on shareholders’ equity to our shareholders, whether or not residing in Brazil, are subject to Brazilian withholding tax at the rate of 15%. A tax rate of 25% applies if the shareholder receiving such interest on shareholders’ equity resides at a Tax Haven Jurisdiction, which is defined under Brazilian tax laws as a country where income tax is not levied, or levied at a maximum rate lower than 17%, or where the local legislation does not allow access to information related to shareholding composition of legal entities or to their ownership or to the identity of the effective beneficiary of the income attributed to non-residents. See “Item 10—Additional Information—Taxation—Brazilian Tax Considerations—Interest on Shareholders’ Equity.”

Amounts paid as interest on shareholders’ equity, net of withheld income tax, can be taken into consideration for purposes of distribution of the mandatory dividend. If a distribution of interest on shareholders’ equity in any given fiscal year is not recorded as part of the mandatory dividend distribution, we will not withhold the applicable income tax, which will have to be paid by our shareholders.

Pursuant to Law No. 9,249, of December 26, 1995, as amended, interest on shareholders’ equity paid or payable to our shareholders should be computed in our results for the year under financial expenses. For purposes of the presentation of financial statements, however, these amounts revert to the statement of income charged to accumulated earnings as profit distribution.

Recent Dividend Payments

The distribution of dividends for the year ended June 30, 2023 was approved at our shareholders’ meeting held on October 24, 2023 in the amount of R$320.0 million, or R$3.21 (US$1.55) per share. The dividends are payable within 30 days to holders of record of our shares as of October 24, 2023.

100

The distribution of dividends for the year ended June 30, 2022 was approved at our shareholders’ meeting held on October 27, 2022 in the amount of R$320.0 million, or R$3.24 (or US$1.64) per share. The dividends are payable within 30 days to holders of record of our shares as of October 27, 2022.

B.	Significant Changes

The Company is not aware of any changes bearing upon its financial condition since the date of the financial statements included in this Annual Report.

ITEM 9—THE OFFER AND LISTING

A.	Offer and listing details

Our common shares began trading on the Novo Mercado market segment of the B3 on May 15, 2006 under the symbol AGRO3. The ISIN for our common shares is BRAGROACNOR7.

In September 2010, we established a Level 1 American Depositary Receipt (ADR) program in the United States, which, as of September 20, 2010, has allowed our ADRs to be traded on the over-the-counter (OTC) market in the United States under the symbol “BRCPY.”

In November 2012, we established a Level 2 American Depositary Receipt (ADR) program in the United States, which, as of November 8, 2012, has allowed our ADRs to be traded on the New York Stock Exchange (NYSE) under the symbol “LND.”

As of June 30, 2024, we had 30,725,215 ADRs outstanding, with no par value. There are no restrictions on ownership of our ADRs by individuals or legal entities domiciled outside Brazil.

Investments in our Common Shares by Non-residentsof Brazil

Investors residing outside Brazil are authorized to purchase equity instruments, including our common shares, on the B3, provided that they comply with the registration requirements set forth in Resolution No. 4,373 and CVM Resolution No. 13/2020.

Except for certain limited exceptions, Resolution No. 4,373 sets forth that investors are permitted to carry out any type of transaction in the Brazilian financial capital market involving a security traded on a Brazilian stock, futures or organized OTC market. Investments and remittances outside Brazil of gains, dividends, profits or other payments derived from our common shares are made by means of the foreign exchange market.

In order to become a Resolution No. 4,373 investor, an investor residing outside Brazil must:

●	appoint a representative in Brazil with powers to take actions relating to the investment;
●	obtain a taxpayer identification number from the Brazilian tax authorities;
---	---
●	appoint an authorized custodian in Brazil for the investments, which must be a financial institution duly authorized by the Central Bank and CVM; and
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●	by means of its representative, register himself as a foreign investor at CVM and the investment at the Central Bank.
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Securities and other financial assets held by foreign investors pursuant to Resolution No. 4,373 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the Central Bank or the CVM. In addition, securities trading by foreign investors are as a general rule restricted to transactions involving securities listed on the Brazilian stock exchanges or traded in organized OTC markets licensed by the CVM.

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Foreign direct investors under Law No. 4,131, of September 3, 1962, as amended, or Law No. 4,131, may sell their shares in both private and open market transactions, but these investors are currently subject to less favorable tax treatment on gains. Particularly in this regard, please refer to “Item 10—Additional Information—Taxation—Brazilian Tax Considerations—Taxation of Gains.”

A foreign direct investor under Law No. 4,131 must:

●	register himself as a foreign direct investor at the Central Bank;
●	obtain a taxpayer identification number from the Brazilian tax authorities; and
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●	appoint a tax representative in Brazil; and appoint a representative in Brazil for service of process in respect of suits based on the Brazilian corporate law.
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B.	Plan of Distribution
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Not applicable.

C.	Markets

Our common shares are traded on the Novo Mercado listing segment of B3 under the symbol “AGRO3.” Our ADRs are traded on New York Stock Exchange (NYSE) under the symbol “LND.”

Trading on the B3

B3 concentrates all trading activities of shares and commodities in Brazil. Trading on the exchange is conducted by authorized members. Trading sessions take place every business day, from 10:00 a.m. to 5:00 p.m. (local time) on an electronic trading system called Megabolsa. Trading is also conducted between 5:30 p.m. and 6:00 p.m. (local time) in an after-market system connected to both traditional broker dealers and brokerage firms operating on the Internet. This after-market trading is subject to regulatory limits on price volatility of securities traded by investors operating on the Internet.

In order to maintain control over the fluctuation of the B3 index, the B3 has adopted a “circuit breaker” system pursuant to which trading sessions may be suspended for a period of 30 minutes or one hour whenever the B3 index falls below 10% or 15%, respectively, in relation to the closing index levels of the previous trading session. In addition, in case the B3 index falls below the 20% mark, the B3 may suspend trading sessions for a period of time to be established at its discretion at the time said lower mark is reached.

When investors trade shares on the B3, the trade is settled in three business days after the trade date, without adjustments to the purchase price. The seller is ordinarily required to deliver the shares to the exchange on the third business day following the trade date. Delivery of and payment for shares are made through the facilities of an independent clearing house, the Central Depository B3, which handles the multilateral central counterparty settlement of both financial obligations and transactions involving securities. According to the regulations of the B3, financial settlement is carried out through the system of transfer of funds of the Central Bank and the transactions involving the sale and purchase of shares are settled through the B3 custody system. All deliveries against final payment are irrevocable.

The Novo Mercado segment

The Novo Mercado is a stock market segment of the B3 intended for companies meeting certain requirements and agreeing to adhere to heightened corporate governance rules. The principal Novo Mercado rules and requirements are summarized as follows:

●	capital stock should be exclusively composed of common shares, and the issuance or maintenance of so called founder’s shares is prohibited;

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●	public float of shares should represent at least 25% of the capital stock;
●	in the event of a transfer of control, even if through a series of successive sales, the transfer should be subject to the minority shareholders being granted the same conditions offered to any controlling shareholders, including the same price, through a tender offer for the acquisition of shares (tag-along rights);
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●	the board of directors should be composed of at least five members, of which at least 20% should be independent directors elected during the shareholders’ meeting for a term of up to two years, with reelection permitted;
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●	new members of the board of directors and the executive officers are required to sign an agreement, the Management’s Consent Statement (Termo de Anuência dos Administradores), that makes their taking of office subject to the execution of this agreement, through which the new directors and executive officers of the company take personal responsibility to act in accordance with the listing agreement with the Novo Mercado, the rules of the Market Arbitration Chamber (Câmara de Arbitragem do Mercado) and the Novo Mercado regulation;
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●	a statement of cash flow (both the company’s and consolidated) must be included in the quarterly financial reports and annual financial statements;
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●	the schedule of corporate events should be disclosed annually to the shareholders, by the end of the month of January; and
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●	delisting from the Novo Mercado, as well as the decision to cancel the registration as a public company, should be subject to any controlling shareholders’ making a public tender offer for the acquisition of all outstanding shares of the company, at a minimum price of their economic value determined in a valuation report prepared by a specialized institution or company with recognized experience and independent from persons with the power to make decisions within a company, such as directors or any controlling shareholders, in addition to meeting the requirements set forth in Article 4 of the Brazilian corporate law; and the issuer, any controlling shareholders, members of management and members of the fiscal council and statutory audit committee should submit to the Market Arbitration Chamber under the terms of its regulation, any dispute or controversies that may arise among themselves, relating to and resulting from, specifically, the application, validity, effectiveness, interpretation, violation and effects of the arrangements contained in the Brazilian corporate law, our bylaws, the rules and regulations of the CMN, the Central Bank, and the CVM, as well as additional rules and regulations applicable to the capital markets, Novo Mercado regulation, the rules of the Market Arbitration Chamber and the listing agreement with the Novo Mercado.
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Regulation of Brazilian securities markets

The Brazilian securities market is governed by the CVM, as provided for by Law No. 6,385, of December 7, 1976, as amended, or the Brazilian Securities Exchange Law, and Brazilian corporate law. The CVM is responsible for granting licenses to brokerage firms to govern their incorporation and operation, and regulating foreign investment and exchange transactions, as provided for by the Brazilian Securities Exchange Law and Law No. 4,595, of December 31, 1964, as amended. These laws and regulations provide for, among other things, disclosure requirements, criminal sanctions for insider trading and price manipulation, protection of minority shareholders, the procedures for licensing and supervising brokerage firms and the governance of Brazilian stock exchanges.

Under Brazilian corporate law, a company is required to be publicly held, or companhia aberta, before listing its shares. All publicly held companies are registered with the CVM and are subject to reporting requirements in order to periodically disclose information and material facts. A company registered with the CVM may trade its securities either on the Brazilian exchange markets, including the B3, or in the Brazilian OTC market. Shares of companies listed on B3 may not simultaneously trade on the Brazilian OTC market. The OTC market consists of direct trades between persons in which a financial institution registered with the CVM serves as an intermediary.

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No special application, other than registration with the CVM (or, in case of organized OTC markets, registration with the applicable one), is necessary for securities of a public company to be traded in this market. To be listed on the B3, a company must apply for registration at the B3 and the CVM.

The trading of securities on B3 may be suspended at the request of a company in anticipation of a material announcement. Trading may also be suspended upon the initiative of the B3 or the CVM based on or due to a belief that a company has provided inadequate information regarding a significant event or has provided inadequate responses to inquiries raised by the CVM or the B3, among other reasons.

D.	Selling Shareholders

Not applicable.

E.	Dilution

Not applicable.

F.	Expenses of the Issue

Not applicable.

ITEM 10—ADDITIONAL INFORMATION

A.	Share Capital

Not applicable.

B.	Memorandum and Articles of Association

Organization, Register and Entry Number

We are a publicly-listed corporation, or sociedade por ações de capital aberto, organized in accordance with Brazilian law. Our registered office is located at Avenida Rebouças, 2,984, Suites 61 and 62, 6^th^ Floor, São Paulo, State of São Paulo, 05402-500. We are registered with the Commercial Registry of the state of São Paulo (Junta Comercial do Estado de São Paulo) under NIRE No. 35.300.326.237, and with the CVM under No. 20036.

On April 10, 2006, we and our principal shareholders entered into the Novo Mercado Participation Agreement (Contrato de Participação noNovo Mercado) with B3. Also, as required under the Novo Mercado listing regulations, all our directors, officers and members of our fiscal council and statutory audit committee have undertaken to abide by the rules set forth in the Novo Mercado Participation Agreement and by the Novo Mercado listing segment rules and regulations applicable to each of them.

Our common shares are traded on the Novo Mercado listing segment of B3 under the symbol “AGRO3.” In September 2010, we established a Level 1 American Depositary Receipt (ADR) program in the United States, which, as of September 20, 2010, has allowed our ADRs to be traded on the over-the-counter (OTC) market in the United States under the symbol “BRCPY.” In November 2012, we established a Level 2 American Depositary Receipt (ADR) program in the United States, which, as of November 8, 2012, has allowed our ADRs to be traded on New York Stock Exchange (NYSE) under the symbol “LND.”

Capital Stock

During the years ended June 30, 2022, 2023 and 2024, we did not have a share buyback program in effect. Our last share buyback program was approved on September 20, 2016 for a term of 18 months from September 21, 2016, ending, therefore, on March 21, 2018.

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As of June 30, 2024, our fully paid capital stock was R$1,588.0 million, divided into 102,683,444 registered book-entry common shares, without par value. Our bylaws authorize our board of directors to increase our capital stock up to R$3.0 billion without shareholder approval. Any capital increase in excess of such amount must be approved at a shareholders’ meeting.

Corporate Purpose

Article 3 of our bylaws defines our corporate purposes as including: (i) the development of agricultural and forestry activities and the rendering of services directly or indirectly related thereto; (ii) the purchase, sale and lease of real estate properties in agricultural and urban areas; (iii) the import and export of agricultural products, supplies and inputs; (iv) the brokering of real estate transactions of any kind; (v) the holding of equity investments in other companies and business ventures of any kind related to our corporate purpose, either in Brazil or abroad; and (vi) the management of our own or third-party assets.

Share Register

Banco Itaú Unibanco S.A. holds the book-entry register of our common shares. Share transfers are made upon written instructions of the transferor or court order, by charging the transferor’s share account and crediting the transferee’s account by the appropriate amount.

Rights of Common Shares

Our capital stock consists exclusively of common shares. Each of our common shares entitles its holder to one vote at our shareholders’ meetings, and to receive pro rata dividends or other distributions. See “Item 8—Financial Information—Dividends and Dividend Policy” for a description of distribution rights in connection with our common shares. Holders of our common shares also have the right, subject to certain exceptions provided for in Brazilian corporate law, but not the obligation, to subscribe to our future capital increases. Our shareholders are also entitled to share ratably our remaining assets in case we are liquidated, after payment of all our liabilities.

Brazilian corporate law grants our shareholders the following rights, which cannot be circumvented by bylaws amendments or majority resolutions at shareholders’ meetings: (i) the right to participate in the distribution of profits; (ii) the right to participate equally and ratably in any remaining residual assets in the event of liquidation of the company; (iii) preemptive rights in the event of issuance of shares, convertible debentures or subscription warrants, except in certain specific circumstances, as set forth in Brazilian corporate law (see “Item 10—Additional Information— Preemptive rights”); (iv) the right to hold our management accountable, in accordance with the provisions of Brazilian corporate law; and (v) the right to withdraw in the cases specified in Brazilian corporate law, including in the events of merger or consolidation, such as those described in “Item 10— Additional Information—Withdrawal and Redemption Rights—Withdrawal Rights.”

Furthermore, pursuant to our bylaws and in accordance with CVM and Novo Mercado rules and regulations, the direct or indirect transfer of our control, either through one or a series of related transactions, is contingent upon the acquirer making a tender offer to acquire all of our shares.

As long as we are listed on the Novo Mercado, we may not issue preferred shares or participation certificates, and should we decide to delist from the NovoMercado, we must carry out a tender offer to acquire all shares traded on stock markets. For further information, see “Item 10—Additional Information—Delisting from the Novo Mercado” below.

Shareholders’ Meetings

Pursuant to Brazilian corporate law, our shareholders have the power to take any action and approve any resolutions related to our activities at shareholders’ meetings, provided that such meetings have been convened pursuant to the terms and procedures described in Brazilian corporate law and in our bylaws. It is the exclusive prerogative of the annual shareholders’ meeting (assembleia geral ordinária) to review management’s account of corporate activities; approve our financial statements; and determine the allocation of our net income and the payment of dividends with respect to the previous fiscal year. Members of our board of directors and fiscal council are also usually appointed at the annual shareholders’ meeting, although such appointments may also take place at special shareholders’ meetings.

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Our shareholders may also convene special shareholders’ meetings, which may be held concurrently with the annual shareholders’ meeting or at any time of the year.

The following actions, among others, may be taken exclusively at shareholders’ meetings: (i) approval of amendments to the bylaws; (ii) approval of management accounts and financial statements; (iii) appointment and dismissal of members of our board of directors and fiscal council; (iv) the establishment of the aggregate compensation of the board of directors, executive officers and fiscal council and statutory audit committee; (v) approval of the company’s dissolution, motion for bankruptcy or judicial or out-of-court reorganization proceedings, liquidation, merger, redistribution of assets and liabilities, or consolidation with any other company, and any share mergers; (vi) approval of pro ratashare distributions to current shareholders, stock splits and reserve stock splits; (vii) approval of stock option plans and similar arrangements for our management and employees, and for the managers and employees of our direct or indirect subsidiaries; (viii) approval of management’s proposals regarding allocation of net income and distribution of dividends; (ix) approval of capital increase over the limit authorized in our bylaws; (x) appointment of liquidators and members of the fiscal council during liquidation proceedings; (xi) approval of the cancellation of our registration as a publicly-held company at CVM; (xii) approval of our delisting from the Novo Mercadolisting segment; (xiii) approval of engagement of an appraiser to evaluate the value of our shares in case of cancellation of our registration as a public company at CVM or our delisting from the Novo Mercado listing segment; and (xiv) the passing of resolutions on any matter submitted to the shareholders’ meeting by our board of directors.

Shareholders’ meetings are not allowed to circumvent certain specific shareholder rights enumerated in Brazilian corporate law. See “Item 10— Additional Information—Rights of Common Shares,” above.

Quorum

As a general rule, Brazilian corporate law provides the need of shareholders representing at least 25% of our voting capital stock in order for a company to able to convene a shareholders’ meeting on first call, except if the meeting is called to amending our bylaws, in which case two thirds of our voting capital stock shall be required on first call. In either case, if the applicable quorum is not reached on first call, any percentage will suffice to convene the meeting on second call.

Approval of resolutions at shareholders’ meetings generally requires the affirmative vote of shareholders representing at least the majority of common shares attending the meeting, either in person or represented by a proxy. Non-voting shares are disregarded for purposes of calculating the majority.

The Novo Mercado listing rules require, for the approval of certain issues, such as to retain a specialized firm to prepare a valuation report with respect to the value of our common shares in the event of delisting from the Mercado Novo listing segment or cancelling our registration as a publicly- held company, the affirmative vote of shareholders representing at least the majority of our issued and outstanding common shares (the “Outstanding Shares”) present at a shareholders’ meeting. In such events, the shareholders’ meeting must count on the presence of shareholders representing at least 20% of our Outstanding Shares on first call, or on the presence of any percentage of our Outstanding Shares on second call, with blank votes not taken into account and with one vote entitled to each share. For these purposes, Outstanding Shares within the meaning set forth in the Novo Mercado Participation Agreement and Novo Mercado listing segment regulations means all our issued and outstanding shares, provide, however, with the exclusion of, (i) the shares held by any controlling shareholders or by affiliates of such controlling shareholders, (ii) the shares held by our managers, and (iii) treasury shares. See “Item 10—Additional Information—Delisting from the Novo Mercado” for additional information on this matter.

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Notice of Shareholders’Meetings

Brazilian corporate law requires that previous notice of any shareholders’ meeting be published on three different dates on a newspaper of high circulation in the state of the corporate offices. As a general rule, our company publishes meetings notices on the newspaper O Estado de São Paulo. The first notice must be published no later than 15 days prior to the date of when meeting on first call is schedule to take place, and no later than eight days in advance to the date of the shareholders’ meeting on second call. In certain circumstances, the CVM may require that the first notice for the shareholders’ meeting to be published no later than 30 days prior to the shareholders’ meeting. Nevertheless, CVM may also require, upon shareholder request, up to 15 additional days between such prior notice and any special shareholders’ meeting, in order to enable such shareholder to having enough time to analyze the matters to be discussed at the meeting. In addition, our bylaws require that a shareholders’ meeting to be convened to decide on the cancellation of our registration as a public company with the CVM or our delisting from the Novo Mercado listing segment must be called at least 30 days prior to the shareholders’ meeting. The notice on the shareholders’ meeting must contain the agenda, date and venue of the meeting, and (if applicable) the nature of the proposed bylaws amendments.

Venue

Our shareholders’ meetings take place at our head office in the city of São Paulo, in the state of São Paulo. Brazilian corporate law allows our shareholders to hold meetings in another location in the event of force majeure, provided that the meetings are held in the city of São Paulo and the relevant notice includes a clear indication of the place where the meeting will occur. In addition, Brazilian corporate law allows our shareholders to hold meetings remotely by electronic means.

Who May Call our Shareholders’Meetings

As a general rule, Shareholders’ meetings are called by our board of directors, although they may also be called by the following: (i) any shareholder, if our directors fail to call a shareholders’ meeting within 60 days after the date they were required to do so under applicable laws and our bylaws; (ii) holders of at least 5% of our capital stock, if our directors fail to call a meeting within eight days following receipt of a justified request to call the meeting by those shareholders, indicating the proposed agenda; (iii) holders of at least 5% of our capital stock if our directors fail to call a meeting within eight days after receipt of a request to call the meeting to establish the fiscal council; and (iv) our fiscal council (if already established), if our board of directors fails to call an annual shareholders’ meeting within one calendar month after the date it was required to do so under applicable laws. The fiscal council (if already established) may also call a special shareholders’ meeting if it believes that there are important or urgent matters to be addressed.

Conditions of Admission to a Shareholders’Meeting

In order to attend and vote at shareholders’ meetings, shareholders must identify themselves and, 72 hours before the meeting, provide evidence of proper title to the voting shares, issued by the financial institution responsible for the bookkeeping of our shares, no earlier than five days before expiration off the 72-hour deadline mentioned herein. A shareholder may be represented at a shareholders’ meeting by a proxy, provided that such proxy has been appointed less than one year before the meeting. Only attorneys, financial institutions, other shareholders, and our executive officers and directors can act as proxies for our shareholders. An investment fund must be represented by its officers.

Management and Fiscal Council

Pursuant to our bylaws, and in accordance with Brazilian corporate law and the Novo Mercado listing rules, we are governed by our board of directors (conselhode administração) and executive officers (diretoria).

Our bylaws require that our board of directors comprise of at least five and no more than nine directors. Currently, our board of directors has nine members, of which four are independent directors under the Novo Mercado listing rules, unrelated to our principal shareholders or to us. Our board members are elected by our shareholders at the annual shareholders’ meeting, for a period of two consecutive years, reelection being permitted. We have also recently suggested the inclusion of two alternate members to comprise the board of directors in the event any of the sitting members resign.

According to our bylaws, our board of directors may establish one or more technical or advisory committees for specific purpose and with specific duties, whose members may or may not include our officers or executive officers. Our board of directors must establish the rules applicable to those committees, including rules for their composition, mandates, compensation and operation. Such committees are advisory committees and not deliberative by nature.

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Brazilian corporate law permits cumulative voting upon the request of holders of at least 10% of our voting capital. Each share is granted as many votes as the number of board seats, and each shareholder has the option to cast his or her votes for one or more candidates. However, pursuant to CVM Resolution No. 70/2022, the threshold to trigger multiple voting rights in publicly held corporations may be reduced in proportion to the amount of capital stock, ranging from 5% to 10%. Shareholders representing 5% of our voting capital may request the adoption of cumulative voting rights.

Under applicable law, if there is no request for cumulative voting, the shareholders’ meeting will vote based on a previously registered list, assuring shareholders that individually or collectively hold at least 15% of our common shares, in a separate vote, the right to elect one director and his or her alternate. Notwithstanding the foregoing, at a meeting held on November 4, 2006, the CVM Board has decided to maintain the interpretation of section 141, fifth paragraph, of Brazilian Federal Law No. 6,404/76 expressed at the meeting held on November 8, 2005 (CVM Case RJ2005/5664), which, in those cases whereupon the Company has only issued shares with voting rights, the majority of holders holding at least 10% of the total voting shares will have the right to elect and remove a member and his alternate from the Board of Directors, by a separate vote at the general meeting, excluding the controlling shareholder.

If cumulative voting is requested, each shareholder may vote for one or more board members. Each common share will entitle its holder to one vote in the relevant shareholders’ meeting and each shareholder may cast votes for members as they wish.

Our bylaws require that we have two to six executive officers. At the date of this annual report, we have two executive officers. They are elected by our directors for a period of one year, with the possibility of reelection. Pursuant to Brazilian corporate law, executive officers must be residents of Brazil, but do not need to be shareholders.

Pursuant to our bylaws, as amended at the extraordinary general meeting of shareholders held on April 28, 2023, our fiscal council is permanent, has the powers and attributions conferred upon it by law. The fiscal council members (if the fiscal council is installed), are elected at the annual shareholders’ meeting with a term of office that extends through the following annual shareholders’ meeting. Our fiscal council shall be comprised by three to five effective sitting members and their alternates, who may or may not be shareholders. All members of our fiscal council are also required to sign an agreement to comply with the Novo Mercado rules prior to assuming their roles. The current members of our fiscal council will exercise their duties until the annual shareholders’ meeting to be held in 2024 to approve the management accounts and financial statements for the fiscal year ending June 30, 2024.

Statutory Audit Committee

At our shareholders’ meeting held on October 27, 2022, our shareholders adopted certain amendments to our bylaws, which were further amended at our shareholders’ meeting held on April 28, 2023, to allow the creation of a statutory audit committee, to be comprised of three members, two of whom must be independent members of the board of directors. The members of the statutory audit committee must be appointed by the Board of Directors for terms of two years, and for a total period not to exceed 10 years. They are subject to removal from their positions by the Board of Directors at any time. The members of the statutory audit committee who are also members of the Board of Directors shall terminate concomitantly with his or her termination as a director.

The statutory audit committee is designed to comply with Novo Mercado rules of the São Paulo Stock Exchange (B3).

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In accordance with our bylaws, the statutory audit committee is an advisory body directly linked and which performs consultative assistance to our board of directors with respect to its role as a supervisory body, advising the board of directors on, or periodically reviewing, certain strategic or financial aspects of our business. Its activities include: (i) advising on the hiring and dismissal of the independent auditor for the preparation of an independent external audit or for any other service; (ii) supervising the activities of the independent audit in order to assess: (a) its independence; (b) the quality of the services provided; and (c) the adequacy of the services provided to the Company’s needs; (iii) assessing and monitoring the quality and integrity of quarterly information, interim financial statements and annual financial statements; (iv) monitoring and supervising the activities of the Company’s internal audit and internal controls area; (v) supervising the activities of the area responsible for the preparation of the Company’s financial statements; (vi) monitoring the quality and integrity of: (a) internal controls mechanisms; and (b) information and measurements disclosed based on adjusted accounting data and non-accounting data; (vii) evaluating and monitoring the Company’s risk exposure, which may require detailed information on policies and procedures related to: (a) management compensation; (b) the use of the Company’s assets; and (c) expenses incurred on behalf of the Company; (viii) evaluating, monitoring and recommending to the Company’s management the correction or improvement of the Company’s internal policies, including the policy on transactions with related parties, in compliance with the provisions of article 31-D, item V, of CVM Resolution No. 23/2021; and (ix) preparing a summary annual report to be presented together with the financial statements containing a description of: (a) the meetings held, their activities, the main subjects discussed, the results and conclusions reached and the recommendations made; and (b) any situations in which there is significant divergence between the Company’s management, the independent auditors and the Audit Committee in relation to the Company’s financial statements.

The statutory audit committee also has the means to receive, retain and respond to whistleblower complaints. Our board of directors has approved the internal regulations of the statutory audit committe at a meeting held on September 1, 2022.

Transactions in Which Directors Have a Conflictof Interest

Pursuant to Brazilian corporate law, our directors and executive officers may not:

●	give any gifts at our expense, except for such reasonable gifts as are for the benefit of our employees or of the community in which we participate, upon approval by our board of directors;
●	receive, by virtue of his or her position, any direct or indirect personal benefit from third parties without authorization in our bylaws or by our shareholders at a shareholders’ meeting;
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●	borrow money or property from us or use our property, services or credit for his or her own benefit or for the benefit of a company or third party in which he or she has an interest, without the prior approval of our shareholders at a shareholders’ meeting or of our board of directors;
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●	take part in a corporate transaction in which he or she has an interest that conflicts with our interests or in the deliberations undertaken by our directors on the matter;
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●	take advantage of any commercial opportunity for his or her own benefit or for the benefit of a third party at the expense of the company when he or she was informed about such opportunity by virtue of his or her position as a director;
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●	fail to disclose a business opportunity in our interests with a view to exploiting the opportunity for personal gain, or for the benefit of a third party; and
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●	acquire, in order to resell for profit, a good or right that is essential to our business operations, or that we intend to acquire for ourselves.
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The compensation of our directors is determined by our shareholders at the annual shareholders’ meeting that approves the previous fiscal year’s financial statements.

Allocation of Net Income and Dividend Distributions

Before each annual shareholders’ meeting, our directors and executive officers are required to recommend how to allocate our net income, from the preceding financial year (if any). This allocation is subject to the approval of our shareholders. Brazilian corporate law defines “net income” for any particular financial year as net income after income and social contribution taxes for that financial year, net of any accumulated losses from prior financial years and any amounts allocated to employees’ and management’s participation in our net income in such financial year.

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According to our bylaws and Brazilian corporate law, net income for any given financial year will be allocated as follows: (i) 5% for the formation of a legal reserve according to Brazilian corporate law, which is subject to a maximum limit of 20% of our capital stock (in addition, if for any given financial year, the total amount of the legal reserve plus any amounts of capital reserves exceed 30% of our capital stock, additional contributions to the legal reserve will not be mandatory); (ii) payment of mandatory dividends, which cannot be less than 25% of our adjusted net income. After payment of mandatory dividends, shareholders may decide to allocate outstanding net income to form a statutory expansion and investment reserve in accordance with the additional requirements provided for in our bylaws; and (iii) the remaining portion of the adjusted net income may be allocated for investment, based on the budget approved by our general shareholders’ meeting. However, the remaining balance of the income reserves, excluding reserves for unrealized profits and contingencies, must not exceed the value of our capital stock. If this limit is reached, a general shareholders’ meeting will be held to determine whether such excess amount shall be allocated as a capital increase or a distribution of dividends.

The general shareholders’ meeting may grant to our directors and executive officers a participation in the distribution of our profits, after deducting accumulated losses and provisions for income and social contribution taxes, in accordance with applicable law.

Withdrawal Rights

According to Brazilian corporate law, shareholders are entitled to withdrawal rights if they dissent from the approval of the following actions at any shareholders’ meeting: (i) the redistribution of assets and liabilities (pursuant to the conditions described below); (ii) reduction in our mandatory dividends; (iii) change of our corporate form or purpose; (iv) our merger into, or consolidation with, another company (as described below); and (v) our participation in a corporate group, as defined in Brazilian corporate law, except in the event our shares are widely held and liquid, as described below; or (vi) our acquisition of the control of any company, if the acquisition price exceeds the limits established by Brazilian corporate law, except in the event our shares are widely held and liquid, as described below.

The redistribution of assets and liabilities will only trigger withdrawal rights if it results in one of the following: (i) a change in our corporate purpose, unless the spun-off assets and liabilities are transferred to an entity whose principal business purpose is consistent with our corporate purpose; (ii) a reduction of the minimum mandatory dividend to be paid to shareholders; or (iii) our participation in a corporate group (as defined in Brazilian corporate law).

In cases where we: (i) merge into, or consolidate with, another company; (ii) become part of a corporate group (as defined in Brazilian corporate law); (iii) acquire all shares of a company in order to make such company our wholly-owned subsidiary, or our shareholders sell all of our shares to another company in order to make us a wholly-owned subsidiary of such company, pursuant to Article 252 of Brazilian corporate law; or (iv) acquire control of any company at an acquisition price that exceeds the limits established under Article 256, paragraph 2 of Brazilian corporate law, our shareholders will not be entitled to withdrawal rights, if our common shares are (a) part of the Bovespa Index or another stock exchange index, as defined by the CVM; and (b) widely held, such that any controlling shareholders and their affiliates jointly hold less than 50% of the type or series of shares being withdrawn.

The right to withdraw expires 30 days after the publication of the minutes of the relevant shareholders’ meeting. We are entitled to reconsider any action giving rise to withdrawal rights for 10 days after the expiration of the aforementioned period if we determine that the redemption of the shares of dissenting shareholders would jeopardize our financial situation.

Article 45 of Brazilian corporate law describes the amounts to be paid to shareholders who exercise their withdrawal rights. As a general rule, the withdrawing shareholder will receive the value of the shares, based on the most recent audited balance sheet approved by our shareholders, or, if lower, the economic value of the shares, based on an evaluation report prepared in accordance with Brazilian corporate law. If the resolution giving rise to withdrawal rights is passed more than 60 days after the date of our most recent balance sheet, dissenting shareholders may request that the shares be valued in accordance with a new balance sheet dated no more than 60 days prior to the date of the resolution. In such case, we are obligated to pay 80% of the share value according to the most recent balance sheet approved by our shareholders, and the balance within 120 days following the date of the resolution of the shareholders’ meeting that gave rise to the withdrawal rights.

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Liquidation

We may be liquidated in accordance with the provisions of Brazilian law. In the event of our extrajudicial liquidation, a shareholders’ meeting will determine the manner of our liquidation, appoint our liquidator and our fiscal council and statutory audit committee that will function during the liquidation period.

In the event of our liquidation, the assets available for distribution to our shareholders would be distributed to our shareholders in an amount equal to their pro rata share of our legal capital. If the assets to be so distributed are insufficient to fully compensate our all of our shareholders for their legal capital, each of our shareholders would receive a pro rata amount (based on their pro rata share of our legal capital) of any assets available for distribution.

Redemption

According to Brazilian corporate law, we may redeem our shares pursuant to a resolution adopted at an extraordinary shareholders’ meeting by shareholders representing at least 50% of our capital stock. The redemption may be paid with our retained earnings, revenue reserves or capital reserves.

Preemptive Rights

Except as described below, our shareholders have a general preemptive right to participate in any issue of new shares, in proportion to its holding at such time. However, the conversion of debentures into shares, the granting of options to purchase or subscribe for shares and the issue of shares as a result of the exercise of such options, are not subject to preemptive rights. Our shareholders are also entitled to preemptive rights in any issue of convertible debentures or offerings of shares or warranties issued by us. Shareholders have a period of at least 30 days after the publication of notice of the issue of shares, convertible debentures and warrants to exercise their preemptive rights. In addition, such preemptive rights may be transferred or disposed of for value. Under the terms of Article 172 of Brazilian corporate law and our bylaws, our board of directors may exclude preemptive rights or reduce the exercise period with respect to the issue of new shares, debentures convertible into shares and warrants up to the limit of our authorized share capital, if the distribution of those securities is conducted in a stock exchange, or through a public offering, an exchange offer for shares or tender offer the purpose of which is to acquire control of another company. Please refer to “Item 3—Key Information—Risk Factors—Risks Relating to the Offering and Our Common Shares—A holder of our common shares not residing in Brazil might be unable to exercise preemptive rights with respect to the common shares” for additional information on this matter.

Insider Trading Regulations

We comply with the restrictions on insider trading set forth in CVM Resolution No. 44/2021, as amended. The following paragraphs contain a brief summary of certain of such restrictions.

An issuer, any controlling shareholders, directors, officers and other members of management are prohibited from trading in any securities issued by our company or derivatives related to such securities, if (i) they are in possession of material information regarding our business, and such information has not been publicly disclosed; (ii) a transaction is pending for the acquisition or sale of shares of our capital stock, by our company, subsidiaries or affiliates, or an option or mandate has been granted in connection with any of such transactions; or (iii) our company intends to participate in a merger, consolidation or corporate reorganization, the redistribution of assets and liabilities assets or change into a different form of legal entity; and (iv) such trading activity would take place in the 15-day period prior to the filing of our quarterly financial statements (ITR) or annual financial statements (DFP) with the CVM.

Individuals who held management positions at the company and gained access to material information originating from developments occurred before their departure from the company are also prohibited from engaging in such trading activities, from the date of their departure from the company until (i) six months after their departure; or (ii) public disclosure of the material information; provided that trading will remain prohibited as long as it may interfere with our business or adversely affect our financial condition or that of our shareholders.

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Acquisition of Treasury Stock

An issuer cannot acquire shares of its own capital stock, to hold as treasury stock or for cancellation purposes, if this acquisition would: (i) reduce the issuer’s capital stock; (ii) require the use of funds in excess of the issuer’s profits or available reserves, as described in its most recent balance sheet; (iii) manipulate the stock price, or use of any unfair trading practice; or (iv) acquire shares that had not been fully paid by the respective holder, or that were owned by any controlling shareholders. Furthermore, an issuer may not acquire shares of its own capital stock if a tender offer for its shares is pending.

The amount of shares of our capital stock held by our company, or maintained by our affiliates and subsidiaries in treasury cannot exceed 10% of the total outstanding shares of our capital stock.

We may only purchase shares of our own capital stock at a stock exchange. Private purchases are only permitted if previously approved by the CVM, or if we have cancelled our registration as a public company with the CVM. We can purchase and sell put and call options on our shares without restrictions at any time.

Restrictions on Activities Inconsistent withour Corporate Purpose

Any transactions in which we participate that are inconsistent with our corporate purpose are not enforceable against our company, pursuant to Brazilian corporate law, including any forms of collateral or guarantees unrelated to our corporate purpose or in violation of our bylaws.

Disclosure of Trading of our Shares by an Issuer,any Controlling Shareholders, Directors, Officers or Members of the Fiscal Council and Statutory Audit Committee

An issuer’s directors and officers and members of its fiscal council and statutory audit committee, as well as members of any other technical or advisory committee, are required to disclose to its investor relations officer, who will disclose to the CVM and B3, the number and type of securities issued by the issuer, its publicly-held subsidiaries or controlled companies, including derivatives (in case of any controlling shareholders) held by them or by persons related to them, as well as any alteration in their respective interests within 10 days as from the end of the month in which trading takes place.

In addition, the Novo Mercadolisting rules require any controlling shareholders to provide the same information in relation to securities issued by the issuer, including derivatives, and to disclose their plans for future trading. Information on trading of an issuer’s securities should include:

●	name and identification of the acquirer;
●	number, price, kind or class, in the event of traded shares, or characteristic, in the event of other securities; and
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●	form of acquisition (private transaction, trading on stock exchange, etc.).
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Pursuant to CVM Resolution No. 44/2021, if an issuer’s controlling shareholders or any person or company, whether individually or together with a group of persons or entities sharing similar interests, should directly or indirectly increase their interest in an issuer’s capital stock by at least 5% percent, such persons or entities must disclose to us the following information:

●	the name and identification of the person providing the information;

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●	the number, price, kind or class, in the event of acquired shares, or characteristics, in the event of other securities;
●	form of acquisition (private transaction, trading on stock exchange, etc.);
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●	the reasons and purpose of the transaction; and
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●	information regarding any agreement regulating the exercise of voting rights or the purchase and sale of our securities.
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Disclosure of Information

We are subject to the reporting requirements established by Brazilian corporate law and the regulations of the CVM. In addition, as a result of our listing on the NovoMercado, we must comply with the disclosure requirements under Novo Mercado regulations.

Information Required by the CVM

Brazilian corporate law, securities regulations of the CVM and the rules for listing on the Novo Mercado require that publicly held corporations file the following periodic information with the CVM and the B3:

●	financial statements prepared in accordance with accounting principles generally accepted in Brazil (“Brazilian GAAP”) and related management and auditors’ reports, within three months from the end of the fiscal year or on the date on which they are published or made available to our shareholders, whichever occurs first, together with the Demonstrações Financeiras Padronizadas (a report on a standard form containing relevant financial information derived from our financial statements required to be filled out by us and filed with the CVM);
●	notices, filed on the same date as their publication, of our annual shareholders’ meeting;
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●	a summary of the decisions made at annual shareholders’ meetings, filed on the day following the meeting;
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●	a copy of the minutes of the annual shareholders’ meeting, filed within ten days from the date the meeting is held;
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●	ITR, a quarterly report on a standard form containing our relevant quarterly corporate, business and financial information, together with a special review report issued by our independent auditor, filed within 45 days from the end of each quarter (except for the last quarter of each year) or upon disclosure of such information to shareholders or third parties, whichever occurs first;
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●	Formulário de Referência, filed within five months from the end of each corporate year and in the event a request to conduct public offering is filed with the CVM;
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●	Formulário Cadastral, which must be updated within seven business days if any of the information contained therein is modified;
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●	management report within one month before a shareholders’ meeting is scheduled to occur, giving notice that certain management documents, as required by Brazilian corporate law, are available to shareholders; and
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●	any documents deemed necessary for shareholders to exercise their voting rights.
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In addition to the foregoing, we must also file the following information with the CVM and the B3:

●	notices, filed on the same date of their publication, of our extraordinary or special shareholders’ meetings;

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●	a summary of the decisions made at extraordinary or special shareholders’ meetings, filed on the day following the meeting;
●	minutes of our extraordinary or special shareholders’ meetings, filed within ten days from the date they are held;
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●	a copy of any shareholders’ agreement, filed on the date on which it is registered with us;
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●	any press release giving notice of material facts, filed on the date the release is published in the press;
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●	information on any filing for corporate reorganization, the reason for such filing, special financial statements prepared for obtaining a legal benefit, and, if applicable, any plan for payment of holders of debentures, as well as copies of any judicial decision granting such request, filed concurrently with the corporate reorganization and on the date we take notice of it;
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●	information on any bankruptcy filing, on the same day we become aware of it, or the filing of a judicial claim, as applicable;
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●	a copy of any judicial decision granting a bankruptcy request and appointing a bankruptcy trustee, filed on the date we take notice of it; and
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●	other information as requested by the CVM.
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Information Required by the B3 from CompaniesListed on the Novo Mercado

In addition to the disclosure obligations imposed by Brazilian corporate law and the CVM, we also must comply with the following additional disclosure requirements under NovoMercado regulations:

●	no later than six months following our listing on the Novo Mercado, we must disclose financial statements and consolidated financial statements at the end of each quarter (except the last quarter of each year) and at the end of each fiscal year, including a cash-flow statement which must indicate, at a minimum, the changes in our cash and cash equivalents, divided into operating, finance and investment cash flows;
●	from the date on which we release our financial statements relating to the second fiscal year following our listing on the Novo Mercado we must, no later than four months after the end of the fiscal year: (i) prepare our annual financial statements and consolidated financial statements, if applicable, in accordance with U.S. GAAP, or IFRS Accounting Standards, in reais or U.S. dollars, in the English language, together with (a) management reports, (b) notes to the financial statements, including information on net income and shareholders’ equity calculated at the end of such fiscal year in accordance with Brazilian GAAP, as well as management proposals for allocation of net profits, and (c) our independent auditors’ report; or (ii) disclose, in the English language, complete financial statements, management reports and notes to the financial statements, prepared in accordance with Brazilian corporate law, accompanied by (a) an additional explanatory note regarding the reconciliation of year-end net income and shareholders’ equity calculated in accordance with Brazilian GAAP and U.S. GAAP or IFRS Accounting Standards, as the case may be, which must include the main differences between the accounting principles used, and (b) the independent auditors’ report; and
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●	from the date on which we release our first financial statements prepared as provided above, no later than 15 days following the term established by law for the publication of quarterly financial information, we must disclose, in its entirety, our quarterly financial information translated into the English language or disclose our financial statements and consolidated financial statements in accordance with Brazilian GAAP, U.S. GAAP or IFRS Accounting Standards as provided above, accompanied by the independent auditors’ report.
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In addition, we must disclose the following information together with our ITR:

●	our consolidated balance sheet, consolidated statement of operations, and a discussion and analysis of our consolidated performance, if we are obliged to disclose consolidated financial statements at year-end;
●	any direct or indirect ownership interest exceeding 5% of our capital stock, considering any ultimate individual beneficial owner;
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●	the number and characteristics, on a consolidated basis, of our shares held directly or indirectly by our principal shareholders, members of our board of directors, board of executive officers and fiscal council and statutory audit committee;
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●	changes in the numbers of our shares held by the principal shareholders, members of our board of directors, board of executive officers and fiscal council and statutory audit committee in the immediately preceding 12 months;
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●	in an explanatory note, our cash-flow statement and consolidated cash-flow statement, which should indicate the cash flow changes in cash balance and cash equivalent, separated into operating, finance and investment cash flows;
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●	the number of free-float shares, and their percentage in relation to the total number of issued shares; and
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●	the existence of arbitration provision for disputes arising between us and principal shareholders, directors, executive officers and members of the fiscal council and statutory audit committee before the Market Arbitration Chamber of B3.
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The following information must also be included in the company’s Formulário de Referência:

●	information relating to the ownership interest exceeding 5% of our capital stock, number and characteristics, on a consolidated basis, of the company’s shares directly or indirectly held by the principal shareholders and members of the board of directors, executive officers and fiscal council and statutory audit committee;
●	changes in the number of securities held by such persons within the immediately preceding 12 months;
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●	the number of free-float shares and their respective percentage in relation to the total amount of shares issued; and
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●	submission to arbitration.
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Disclosure of Material Information

According to Law No. 6,385, of December 7, 1976, as amended, and the rules published by the CVM, we must disclose any material information (fato relevante) related to our business to the CVM and the B3 and publish a notice of such material information. Material information consists of any decision by the principal shareholders, any resolution taken by our board of directors, by the executive officers or by the shareholders in a shareholders meeting, or any other act or fact of political, technical, managerial, economic or financial nature occurring or related to us that could materially influence the price of our securities, the decision of investors to buy, sell or hold our securities, or the investors’ decision to exercise any rights deriving from our securities.

Under special circumstances, we may request confidential treatment by the CVM of certain material developments affecting us.

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Going Private Process

A public company may become a private company if it or any controlling shareholders conduct a public tender offer for the acquisition of all of the issuer’s outstanding common shares in accordance with the rules and regulations of Brazilian corporate law, the CVM and the Novo Mercado listing segment which, among other things, require that the offering price be the fair value of our common shares, as defined pursuant to a valuation report, and that holders of common shares representing more than two thirds of the outstanding common shares should have agreed to the delisting or accepted the offer; provided, however, that for such purposes outstanding common shares shall mean common shares the holders of which shall have enrolled to participate in the offer.

The minimum offering price shall correspond to the fair value of our common shares, as determined in a valuation report prepared by specialized and independent firm of recognized experience.

Pursuant to Brazilian corporate law, fair value is defined as the valuation of our Company, determined based on individually or in the aggregate, shareholders’ equity, shareholders’ equity valued at market price, discounted cash flow, comparison by multiples, the market price of shares issued by us, or any other valuation method accepted by the CVM. Shareholders holding at least 10.0% of our outstanding common shares may require our management to call a special shareholders’ meeting to determine whether to perform another valuation using the same or a different valuation method. This request must be made within 15 days following the disclosure of the price to be paid for the common shares in the public offering. The shareholders that make such request, as well as those voting in its favor, must reimburse us for any costs involved in preparing the new valuation, if the new valuation price is not higher than the original valuation price. If the new valuation price is higher than the original valuation price, the public offering must either be cancelled or carried out at the higher price, and this decision must also be disclosed to the market.

Pursuant to our bylaws and the Novo Mercado listing rules, the minimum price per share in the public offer to be conducted to purchase our outstanding common shares for purposes of going private, must correspond to the fair value of our common shares as determined in a valuation report prepared by a specialized and independent firm of recognized experience, chosen at a shareholders’ meeting from a list of three institutions presented by our board of directors, pursuant to a decision of our Company, our directors and officers or shareholders.

Delisting from the Novo Mercado

We may at any time delist our common shares from the Novo Mercado, provided that shareholders representing the majority of our common shares approve the action and that we give at least 30 days written notice to the B3. Our delisting from the Novo Mercado would not result in the loss of our registration as a public company with the B3.

If the shareholders’ meeting decides to delist in order for an issuer’s common shares to be tradable outside the Novo Mercado, or as a result of a corporate reorganization in which the surviving company is not listed on the Novo Mercado, the issuer’s controlling shareholders or group of controlling shareholders should conduct a tender offer to purchase the issuer’s outstanding common shares. In any such event, the offering price per common share should be no less than the fair value of our common shares, as determined in a valuation report prepared by a specialized and independent firm of recognized experience, chosen at a shareholders’ meeting from a list of three institutions presented by our board of directors, pursuant to a decision of shareholders representing at least the majority of the issuer’s outstanding shares present at such a shareholders’ meeting, with blank votes not taken into account and with one vote entitled to each share. All the expenses and costs incurred in connection with the preparation of the valuation report must be paid by any controlling shareholders or the issuer, as offerors.

In the event of delisting from the Novo Mercado, any controlling shareholders must conduct a tender offer to acquire common shares from the other shareholders at fair value, pursuant to the Novo Mercado listing rules and according to applicable legislation and regulation. Such tender offer must be disclosed to the B3 and the market immediately after the company receives notice regarding the termination of the agreement for participation in the Novo Mercado listing segment.

According to the Novo Mercadolisting rules, in the event of a transfer of our control within 12 months following our delisting from the Novo Mercado, the acquirer of control and the seller of control must offer to purchase the common shares of all other holders of our common shares for the same price, terms and conditions offered to the seller of control, adjusted for inflation. Furthermore, in the event the price received by any controlling shareholders for their common shares is higher than the value of the public offering conducted, the selling controlling shareholders and the acquirer will be required to jointly pay the difference to the acceptors of the respective public offering.

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If our common shares are delisted from the Novo Mercado, we will not be permitted to have common shares listed on the Novo Mercado for a two-year period following the delisting date, unless there is a change in our control following this delisting from the Novo Mercado.

Public Tender Offers

Our by-laws provide that if any of the above-mentioned cases occur simultaneously, a single public tender offer will be conducted provided that the procedures of all types of public tender offers are compatible, the target shareholders are not adversely affected and the CVM authorizes it.

In addition, our by-laws permit that we or the shareholders responsible for the public tender offer assure its execution through any shareholder, third party and, if applicable, ourselves. Nevertheless, we or the responsible shareholder, as the case may be, are still responsible for the public tender offer until its completion.

Arbitration

We, our shareholders, our directors and officers, and the members of our fiscal council and statutory audit committee should submit to arbitration for any dispute relating to the application, legality, effectiveness, interpretation, violation and effects of violation of the provisions in the agreement for participation in the Novo Mercado listing segment, and to the Novo Mercado listing rules, the arbitration regulation instituted by the B3, the provisions of Brazilian corporate law, our bylaws, the rules of the CMN and the Central Bank, the regulations of the CVM and the B3 and other rules generally applying to the Brazilian capital markets. Any such dispute should be settled by arbitration carried out before B3 Arbitration Chamber.

Change of Control

According to the Novo Mercadolisting rules, the sale of control over an issuer, in one transaction or in a series of successive transactions should contemplate an obligation by the acquirer of control to conduct a tender offer for the acquisition of all other outstanding common shares on the same terms and conditions offered for disposition of control so as to assure equal treatment among all of our shareholders. For such purposes, any selling controlling shareholders and the acquirer shall inform the CVM and the B3 of the price and other conditions of such sale.

A tender offer is also required:

●	when there is a significant assignment of share subscription rights or rights in other securities convertible into an issuer’s common shares, which results in the transfer of its control;
●	in case of an indirect transfer of an issuer’s control, through a transfer of control over any controlling shareholders; and
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●	in case a shareholder acquires the issuer’s control pursuant to a private transaction for purchase of its common shares. In this event, the acquiring shareholder must conduct a tender offer for the acquisition of all the issuer’s outstanding common shares on the same terms and conditions offered disposition of control and must also reimburse the counterparties from whom it has acquired its common shares on the stock exchange in the six-month period preceding the transaction that resulted in a change in control. The reimbursement amount corresponds to the positive difference between the price paid to the seller of control and the adjusted price paid in transactions carried out on the stock exchange during this six-month period.
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The buyer, if applicable, should take all necessary measures to reconstitute the minimum 25% free float within six months of the acquisition.

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The controlling shareholders may not transfer the common shares to the purchaser of our control, and the issuer may not register the transfer of such common shares, if the buyer fails to execute the controlling shareholders’ consent agreement (Termo de Anuência dos Controladores). Moreover, the issuer will not register any shareholders’ agreement that regulates the exercise of control rights until the signatories thereto execute the controlling shareholders’ consent agreement.

Diffused Control

Control of us is deemed diffused if exercised by (i) a shareholder holding less than 50% of our capital stock; (ii) shareholders jointly holding more than 50% of our capital stock, provided that each shareholder holds less than 50% of our capital stock, and (a) their respective ownership of our common shares is not subject to voting rights agreement, (b) they are not under common control and (c) do not represent a common interest; and (iii) shareholders holding less than 50% of our capital stock who have executed a shareholders’ agreement in respect of their ownership of our common shares.

Duties and Responsibilities of Controllingand Others Shareholders

If one shareholder or group of shareholders exercises in a permanent manner control over us, such shareholder or group of shareholders will be subject to the duties and responsibilities of the Brazilian corporate law. On the other hand, if there is no such shareholder or group of shareholders, we will be subject to diffused control. The diffused control is always transitory and shareholders can exercise their control over us by using their voting rights, if there are shareholders in a sufficient number who can influence the decisions taken at a general shareholders meeting. If our control is diffused according to the Brazilian corporate law, there are no specific liability rules for each group of shareholders even if one shareholder or group of shareholder effectively exercises the diffused control, since this diffused control is exercised with the approval of the other shareholders. Nevertheless, the rules concerning shareholders’ liability, such as in abuse of voting rights and conflict of interests, apply to any company, including those with diffused control.

In addition, the rules of the Novo Mercado acknowledge that diffused control can involve a specific controlling shareholder, which is the one who actually exercises it. The rules of the Novo Mercado also acknowledge the specific liability of a certain shareholder or group of shareholders for misconduct.

According to the definition of diffused control, certain obligations and responsibilities apply to certain groups of shareholders who are not necessarily identified as controlling shareholders, such as the obligation to conduct a tender offer if such group of shareholders votes for delisting from the Novo Mercado or if delisting occurs due to non-compliance with the obligations of the Novo Mercado listing segment regulations. Therefore, if our control becomes diffused, all shareholders will be subject to the liability rules set forth in the Brazilian corporate law. However, some specific rules and liabilities set forth in the Novo Mercado listing segment regulations only apply for those shareholders who have the power to control our business, even though not formally identified as controlling shareholders.

Protection against Shareholder Concentration

Our by-laws contain a provision intended to avoid concentration of our shares in the hands of a small group of investors. This provision requires that any shareholder who becomes an owner of our common shares, or certain other rights, in an amount greater than or equal to 20% of our total capital stock (excluding any involuntary ownership interest additions arising from the cancellation of treasury shares or capital decrease resulting from the cancellation of shares), within 60 days from the date of acquisition, is required to publicly tender for all of our capital stock. Cresud, including the entities controlled by it or under its common control and their legal successors (but excluding any acquirer of shares from Cresud and its successors) are not covered under this obligation, which applies only to investors who acquired our shares after our listing in the Novo Mercado segment of B3 as of April 2006.

The percentage of 20% is not applicable to a person who becomes the holder of our shares in a number greater than 20% of the total shares as a result of (i) legal succession, provided that the shareholder sells the exceeding shares no later than 60 days as from the material event; (ii) merger of another company into our company; (iii) merger of shares of another company into our company; or (iv) subscription of shares, conducted in a primary offering, approved at the shareholders meeting, called by our board of directors, which proposal for capital increase has determined the share price based on the economic value calculated according to an economic and financial appraisal report conducted by a specialized company with renowned experience in publicly held companies.

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Shareholders that acquire 20% of our common shares are obligated under this provision to: (i) make a tender offer to acquire the entirety our outstanding issued shares; (ii) ensure that the tender offer is conducted in an auction held at the B3 (iii) offer to pay a price per share as described below, and (iv) offer to pay cash in exchange for the shares, in reais.

The tender offer price per share issued, provided that CVM regulations do not require the adoption of calculation criteria that would lead to a greater acquisition price, in which case, such CVM criteria would prevail, shall not be less than the higher amount among: (i) the market value of our share established in an expert valuation report prepared and approved by shareholders in accordance with our bylaws; (ii) 150% of the share price established in the most recent capital increase made through public offering within the 24-month period preceding the date on which the tender offer becomes mandatory, adjusted by the IPCA index pro rata until actual payment; or (iii) 150% of the average listing price of our shares during the 90-day period preceding the tender offer on the stock exchange where they are mostly traded.

Launch of such a tender offer does not preclude other shareholders, or even us, from launching a competing tender offer in accordance with the applicable regulations.

In the event the acquiring shareholder fails to perform the obligations set forth in our bylaws, our board of directors shall call a special shareholders’ meeting to approve the suspension of the shareholder rights of such defaulting shareholder, without prejudice to losses and damages that may be claimed from it.

Any proposed amendment to limit our shareholders’ right to conduct a tender offer or to exclude it will impose on the shareholder(s) voting in favor of said amendment or exclusion at such shareholders’ meeting, the obligation of conducting such tender offer. Each shareholder shall have the right to one vote in any special shareholders’ meeting called to decide on amendments or elimination of such provisions of our bylaws.

Suspension of Rights of Acquiring Shareholdersfor Violation of Our bylaws

In the event an acquiring shareholder violates the provisions of our by-laws regarding the need to conduct a public tender offer in the event of a change of our control or the acquisition of shares representing 15% or more of our common shares, the rights of such acquiring shareholder will be suspended pursuant to a resolution passed at our shareholders’ meeting, which must be convened in the event of such noncompliance. The acquiring shareholder will not be entitled to vote at such meeting.

Public Meeting with Analysts

Pursuant to Novo Mercadoregulations, at least once a year we must hold a public meeting with analysts and any other interested parties to disclose information regarding our projects and forecasts, as well as our economic and financial situation.

Annual Calendar

Pursuant to the Novo Mercadoregulations, we must, by the end of January of each year, publicly disclose and send to the B3 an annual calendar with a schedule of our corporate events. Any subsequent modification to such schedule must be immediately and publicly disclosed and sent to the B3.

Duty to Disclose Related Party Transactions

Pursuant to the CVM Resolution No. 80/2022 regulations, we must publicly disclose and send to the CVM information about any contract between us and our related parties or managers of our related parties, whenever the amount of such contract in any one-year period reaches the greater of R$50 million or 1% of our shareholders’ equity.

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The disclosure must specify the contract’s object, term, amount, termination conditions and impact, if any, on our business and management. Additionally, pursuant to CVM rules, in the event a related party has interest in the approval of any matter by our shareholders at a shareholders’ meeting, we must inform our shareholders of at least: the name and qualifications of the related party; the relationship between us and the related party; the amount of our common shares and other securities, directly or indirectly, held by the related party; all credits and amounts outstanding between us and the related party; a description of the transaction submitted to shareholders’ meeting approval; management’s recommendation in relation to the proposed related party transaction, indicating our advantages and disadvantages; and, in the event of an intercompany transaction, an affirmation by our management that the transaction was conducted at an arms-length basis or that the compensation is appropriate, and analysis of the related party transaction’s terms and conditions in relation to the terms and conditions of similar transactions entered into by third parties. See “Item 7—Major Shareholders and Related Party Transactions.”

Description of Exercised and Expired Warrants

On March 15, 2006, our board of directors approved the issuance to our founding shareholders of two series of warrants to acquire our common shares. The first series of such warrants, or “First Series Warrants,” consists of 256,000 warrants, and the second series, or the “Second Series Warrants,” consists of an additional 256,000 warrants. Such warrants were delivered to our founding shareholders in proportion to their respective interests in our capital stock on the date such warrants were issued. The First Series Warrants grant their holders the right to acquire such number of our common shares as will represent 20% of our total capital stock on the date such warrants are exercised, and the Second Series Warrants grant their holders the right to acquire such number of our common shares as will represent an additional 20% of our total capital stock on the date such warrants are exercised.

On May 14, 2021, our capital stock was increased by R$448.2 million through the issuance of 20,272,707 new common shares following the exercise of the First Series Warrants by Cape Town LLC, Cresud S.A.C.I.F.Y.A and Turismo Investment S.A.U. As a result of the exercise of the First Series Warrants, our capital stock was increased to R$1,588.0 million, divided into 102,377,008 common shares.

C.	Material Contracts

See “Item 4—Information on the Company—Business Overview—Material Agreements.”

D.	Exchange Controls

There are no restrictions on ownership or voting of our capital stock by individuals or legal entities domiciled outside Brazil. However, the right to convert dividend payments, interest on shareholders’ equity payments and proceeds from the sale of our capital stock into foreign currency and to remit such amounts outside Brazil is subject to restrictions under foreign investment legislation and foreign exchange regulations, which generally require, among other things, the registration of the relevant investment with the Central Bank and the CVM.

Investments in our common shares by (i) a holder not deemed to be domiciled in Brazil for Brazilian tax purposes, (ii) a non-Brazilian holder who is registered with the CVM under Resolution No. 4,373, or (iii) the depositary, are eligible for registration with the Central Bank. This registration (the amount so registered is referred to as registered capital) allows the remittance outside Brazil of foreign currency, converted at the commercial market rate, acquired with the proceeds of distributions on, and amounts realized through, dispositions of our common shares. The registered capital per common share purchased in the form of an American Depositary Share, or ADS, or purchased in Brazil and deposited with the depositary in exchange for an ADS, will be equal to its purchase price (stated in U.S. dollars). The registered capital per common share withdrawn upon cancellation of a Common ADS will be the U.S. dollar equivalent of (1) the average price of a common share on the B3 on the day of withdrawal, or (2) if no common shares were traded on that day, the average price on the B3 in the 15 trading sessions immediately preceding such withdrawal. The U.S. dollar equivalent will be determined on the basis of the average commercial market rates quoted by the Central Bank on the relevant dates.

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Annex V Regulations

Resolution No. 1,927 of the National Monetary Council, as amended, provides for the issuance of depositary receipts in foreign markets in respect of shares of Brazilian issuers. It restates and amends Annex V to Resolution No. 1,289 of the National Monetary Council, known as the Annex V Regulations. The ADS program was approved under the Annex V Regulations by the Central Bank and the CVM prior to the issuance of the ADSs.

Accordingly, the proceeds from the sale of ADSs by ADR holders outside Brazil are not subject to Brazilian foreign investment controls, and holders of the ADSs who are not resident in a Tax Haven Jurisdiction are entitled to favorable tax treatment. See “Item 10—Additional Information—Taxation— Brazilian Tax Considerations.”

We pay dividends and other cash distributions with respect to our common shares in reais. We have obtained an electronic certificate of foreign capital registration from the Central Bank in the name of the depositary with respect to our ADSs to be maintained by the custodian on behalf of the depositary. Pursuant to this registration, the custodian is able to convert dividends and other distributions with respect to our common shares represented by ADSs into foreign currency and remit the proceeds outside Brazil to the depositary so that the depositary may distribute these proceeds to the holders of record of the ADSs.

Investors residing outside Brazil may register their investments in our shares as foreign portfolio investments under Resolution No. 4,373 (described below) or as foreign direct investments under Law No. 4,131 (described below). Registration under Resolution No. 4,373 or Law No. 4,131 generally enables non-Brazilian investors to convert dividends, other distributions and sales proceeds received in connection with registered investments into foreign currency and to remit such amounts outside Brazil. Registration under Resolution No. 4,373 affords favorable tax treatment to non-Brazilian portfolio investors who are not resident in a Tax Haven Jurisdiction. See “Item 10—Additional Information—Taxation—Brazilian Tax Considerations.”

In the event that a holder of ADSs exchanges those ADSs for the underlying common shares, the holder must:

●	sell those shares on the B3 and rely on the depositary’s electronic registration for five business days from the date of exchange to obtain and remit U.S. dollars outside Brazil upon the holder’s sale of our common shares;
●	convert its investment in those shares into a foreign portfolio investment under Resolution No. 4,373; or
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●	convert its investment in those shares into a direct foreign investment under Law No. 4,131.
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The custodian is authorized to update the depositary’s electronic registration to reflect conversions of ADSs into foreign portfolio investments under Resolution No. 4,373.

If a holder of ADSs elects to convert its ADSs into a foreign direct investment under Law No. 4,131, the conversion will be effected by the Central Bank after receipt of an electronic request from the custodian with details of the transaction. If a foreign direct investor under Law No. 4,131 elects to deposit its common shares into the relevant ADR program in exchange for ADSs, such holder will be required to present to the custodian evidence of payment of capital gains taxes. The conversion will be effected by the Central Bank after receipt of an electronic request from the custodian with details of the transaction. See “Item 10—Additional Information—Taxation—Brazilian Tax Considerations” for details of the tax consequences to an investor residing outside Brazil of investing in our common shares in Brazil.

If a holder of ADSs wishes to convert its investment in our shares into either a foreign portfolio investment under Resolution No. 4,373 or a foreign direct investment under Law No. 4,131, it should begin the process of obtaining its own foreign investor registration with the Central Bank or with the CVM, as the case may be, in advance of exchanging the ADSs for the underlying common shares. A non-Brazilian holder of common shares may experience delays in obtaining a foreign investor registration, which may delay remittances outside Brazil, which may in turn adversely affect the amount, in U.S. dollars, received by the non-Brazilian holder.

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Unless the holder has registered its investment with the Central Bank, the holder may not be able to convert the proceeds from the disposition of, or distributions with respect to, such common shares into foreign currency or remit those proceeds outside Brazil. In addition, if the non-Brazilian investor resides in a Tax Haven Jurisdiction or is not an investor registered under Resolution No. 4,373, the investor will be subject to less favorable tax treatment than a holder of ADSs. See “Item 10—Additional Information—Taxation—Brazilian Tax Considerations.”

Resolution 4,373

On September 29, 2014, the CMN issued Resolution No. 4,373, which provides for the new mechanism for non-resident investments in the Brazilian financial and capital markets. Resolution No. 4,373 became effective on March 30, 2015. Resolution No. 4,373 was the prior mechanism for that and its provisions were significantly the same as the ones described below.

All investments made by a non-Brazilian investor under Resolution No. 4,373 are subject to an electronic registration with the Central Bank. This registration permits non-Brazilian investors to convert dividend payments, interest on shareholders’ equity payments and proceeds from the sale of our share capital into foreign currency and to remit such amounts outside Brazil.

Under Resolution No. 4,373, non-Brazilian investors registered with the CVM may invest in almost all financial assets and engage in almost all transactions available to Brazilian investors in the Brazilian financial and capital markets without obtaining a separate Central Bank registration for each transaction, provided that certain requirements are fulfilled. Under Resolution No. 4,373, the definition of a non-Brazilian investor includes individuals, legal entities, mutual funds and other collective investment entities, domiciled or headquartered outside Brazil.

Pursuant to Resolution No. 4,373, non-Brazilian investors must:

●	appoint at least one representative in Brazil with powers to take action relating to its investments;
●	appoint an authorized custodian in Brazil for its investments, which must be a financial institution duly authorized by the Central Bank and CVM;
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●	complete the appropriate foreign investor registration forms;
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●	register as a non-Brazilian investor with the CVM;
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●	register its investments with the Central Bank; and
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●	obtain a taxpayer identification number from the Brazilian federal tax authorities.
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The securities and other financial assets held by a non-Brazilian investor pursuant to Resolution No. 4,373 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the Central Bank or the CVM or be registered in registration, clearing and custody systems authorized by the Central Bank or by the CVM. In addition, the trading of securities held under Resolution No. 4,373 is restricted to transactions carried out on stock exchanges or through organized over-the-counter markets licensed by the CVM.

The offshore transfer or assignment of the securities or other financial assets held by non-Brazilian investors pursuant to Resolution No. 4,373 are prohibited, except for transfers resulting from a corporate reorganization effected abroad by a non-Brazilian investor, or occurring upon the death of an investor by operation of law or will.

Law 4,131

To obtain a certificate of foreign capital registration from the Central Bank under Law No. 4,131, a foreign direct investor must:

●	register as a foreign direct investor with the Central Bank;
●	obtain a taxpayer identification number from the Brazilian tax authorities;
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●	appoint a tax representative in Brazil; and
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●	appoint a representative in Brazil for service of process in respect of suits based on the Brazilian corporate law.
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Foreign direct investors under Law No. 4,131 may sell their shares in either private or open market transactions, but these investors will generally be subject to less favorable tax treatment on gains with respect to our common shares. See “Item 10—Additional Information— Taxation—Brazilian Tax Considerations.”

E.	Taxation

The following discussion contains a description of the material Brazilian and U.S. federal income tax consequences of the acquisition, ownership and disposition of our common shares or ADSs. The following discussion does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase, hold or dispose of our common shares or ADSs. This discussion is based upon the tax laws of Brazil and the United States and regulations under these tax laws as currently in effect, which are subject to change.

Although there is at present no income tax treaty between Brazil and the United States, the tax authorities of the two countries have had discussions that may culminate in such a treaty. No assurance can be given, however, as to whether or when a treaty will enter into force or how it will affect the U.S. holders of our common shares or ADSs.

Prospective purchasers of our common shares or ADSs should consult their own tax advisors as to the tax consequences of the acquisition, ownership and disposition of our common shares or ADSs in their particular circumstances.

Brazilian Tax Considerations

The following discussion contains a description of the material Brazilian tax consequences, subject to the limitations set forth herein, of the acquisition, ownership and disposition of our common shares or ADSs by a holder not deemed to be domiciled in Brazil for purposes of Brazilian taxation, or a Non-Resident Holder. This discussion is based on the tax laws of Brazil and regulations thereunder in effect on the date hereof, which are subject to change (possibly with retroactive effect). This discussion does not specifically address all of the Brazilian tax considerations that may be applicable to any particular Non-Resident Holder. Therefore, each Non-Resident Holder should consult its own tax advisor about the Brazilian tax consequences of an investment in our common shares or ADSs.

Individuals domiciled in Brazil and Brazilian companies are taxed in Brazil on the basis of their worldwide income which includes earnings of Brazilian companies’ foreign subsidiaries, branches and affiliates. The earnings of branches of foreign companies and non-Brazilian residents, or nonresidents, in general are taxed in Brazil only on income derived from Brazilian sources.

Dividends

Dividends paid by a Brazilian corporation, such as us, including stock dividends and other dividends paid to a Non-Resident Holder of our common shares or ADSs, are currently not subject to income tax withholding in Brazil to the extent that such amounts are related to profits generated after January 1, 1996. Dividends paid from profits generated before January 1, 1996 may be subject to Brazilian income tax withholding at varying rates, according to the tax legislation applicable to each corresponding year.

On September 16, 2013, Brazilian tax authorities issued Normative Ruling 1,397/13, which, among other things, established rules regarding the withholding tax exemption on dividend distributions. According to Normative Ruling 1,397/13, the withholding tax exemption on dividend income would only be applicable to dividends distributed out of profits determined in accordance with Brazilian accounting rules that were effective until December 31, 2007 (old Brazilian GAAP). In this sense, if (i) taxpayers make dividend distributions based on new Brazilian accounting rules already conforming to IFRS Accounting Standards principles, and (ii) such distributions are made in excess of the dividends that could have been distributed had the profits been determined in accordance with Brazilian accounting rules that were effective until December 31, 2007, the “excess distribution” would be deemed as taxable income in the hands of the beneficiary and subject to withholding income tax at the rate of 15% or 25%.

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With the enactment of Law 12,973/14, this taxation has been eliminated, since this law determined the exemption of Income Tax on the excess distribution of dividends provided that these have been assessed from 2008 to 2013 and from 2015 onwards. The risk for the dividends paid in excess remains only with respect to profit accrued in 2014 for legal entities that have not opted for the advance of effects of Law 12,973/14 for 2014, due to the provisions of RFB Regulatory Instruction 1,492/14.

Interest on Shareholders’ Equity

Law No. 9,249, of December 26, 1995, as amended, allows a Brazilian corporation, such as us, to make distributions to shareholders of interest on shareholders’ equity, and treat those payments as a deductible expense for purposes of calculating Brazilian corporate income tax, and, since 1997, social contribution tax on net profit as well, as long as the limits described below are observed. These distributions may be paid in cash. For tax purposes, the deductible amount of this interest is limited to the daily pro rata variation of the TJLP, as determined by the Central Bank from time to time, and the amount of the deduction may not exceed the greater of:

●	50% of net income (after the deduction of social contribution tax on net profit but before taking into account the provision for corporate income tax and the amounts attributable to shareholders as interest on shareholders’ equity) for the period in respect of which the payment is made; and
●	50% of the sum of retained profits and income reserves as of the date of the beginning of the period in respect of which the payment is made.
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Payment of interest on shareholders’ equity to a Non-Resident Holder is subject to withholding income tax at the rate of 15%, or 25% if the Non-Resident Holder is domiciled in (i) a country or location that does not impose income tax, or (ii) where the maximum income tax rate is lower than 17% or (iii) a Tax Haven Jurisdiction. See “Interpretation of the Discussion of the Definition of “Tax Haven Jurisdictions” below.

These payments of interest on shareholders’ equity to a Non-Resident Holder may be included, at their net value, as part of any mandatory dividend. To the extent payment of interest on shareholders’ equity is so included, we are required to distribute to shareholders an additional amount to ensure that the net amount received by them, after payment of the applicable income tax withholding, plus the amount of declared dividends, is at least equal to the mandatory dividend.

Payments of interest on shareholders’ equity are decided by our shareholders, at our annual shareholders meeting, on the basis of recommendations of our board of directors. No assurance can be given that our board of directors will not recommend that future distributions of profits should be made by means of interest on shareholders’ equity instead of by means of dividends.

Taxation of Gains

Under Law No. 10,833/2003, the gain on the disposition or sale of assets located in Brazil by a Non-Resident Holder, whether to another non-Brazilian resident or to a Brazilian resident, may be subject to income tax withholding in Brazil.

With respect to the disposition of our common shares, as they are assets located in Brazil, the Non-Resident Holder should be subject to income tax on the gains assessed, following the rules described below, regardless of whether the transactions are conducted in Brazil or with a Brazilian resident.

With respect to our ADSs, although the matter is not entirely clear, arguably the gains realized by a Non-Resident Holder upon the disposition of ADSs to another non-Brazilian resident will not be taxed in Brazil, on the basis that ADSs are not “assets located in Brazil” for the purposes of Law No. 10,833/2003. We cannot assure you, however, that the Brazilian tax authorities or the Brazilian courts will agree with this interpretation. As a result, gains on a disposition of ADSs by a Non-Resident Holder to a Brazilian resident, or even to a non-Brazilian resident, in the event that courts determine that ADSs would constitute assets located in Brazil, may be subject to income tax in Brazil according to the rules applicable to our common shares, described below.

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As a general rule, gains realized as a result of a disposition of our common shares or ADSs are the positive difference between the amount realized on the transaction and the acquisition cost of our common shares or ADSs.

Under Brazilian law, however, income tax rules on such gains can vary depending on the domicile of the Non-Resident Holder, the type of registration of the investment by the Non-Resident Holder with the Central Bank and how the disposition is carried out, as described below.

Gains realized on a disposition of shares carried out on a Brazilian stock exchange (which includes the organized over-the-counter market) are:

●	exempt from income tax when realized by a Non-Resident Holder that (1) has registered its investment in Brazil with the Central Bank under the rules of Resolution 4,373 (a “4,373 Holder”), and (2) is not a resident in a country or location which is defined as a Tax Haven Jurisdiction for those purposes; or
●	subject to income tax at a rate of 15% in the case of gains realized by (A) a Non-Resident Holder that (1) is not a 4,373 Holder and (2) is not a Tax Haven Jurisdiction resident; or by (B) a Non-Resident Holder that (1) is a 4,373 Holder, and (2) is a Tax Haven Jurisdiction resident. In this case, a withholding income tax of 0.005% shall be applicable and withheld by the intermediary institution (i.e. a broker) that receives the order directly from the Non-Resident Holder, which can be later offset against any income tax due on the capital gain earned by the Non-Resident Holder; and
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●	subject to income tax at a rate of up to 25% in any other case, including a case of gains assessed by a Non-Resident Holder that is not a 4,373 Holder, and is a Tax Haven Jurisdiction resident for this purpose (as described below). In these cases, a withholding income tax of 0.005% of the sale value will be applicable and can be later offset with the eventual income tax due on the capital gain.
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In the case of redemption of securities or capital reduction by a Brazilian corporation, such as us, the positive difference between the amount effectively received by the Non-Resident Holder and the corresponding acquisition cost is treated, for tax purposes, as capital gain derived from sale or exchange of shares not carried out on a Brazilian stock exchange market, and is therefore subject to income tax at the rate of 15% or 25%, as the case may be.

The deposit of our common shares in exchange for ADSs will be subject to Brazilian income tax if the acquisition cost of the shares is lower than (1) the average price per share on a Brazilian stock exchange on which the greatest number of such shares were sold on the day of deposit, or (2) if no shares were sold on that day, the average price on the Brazilian stock exchange on which the greatest number of shares were sold in the 15 trading sessions immediately preceding such deposit. In such case, the difference between the acquisition cost and the average price of the shares calculated as above will be considered to be a capital gain subject to income tax withholding at the rate of 15% or 25%, as the case may be. In some circumstances, there may be arguments to claim that this taxation is not applicable in the case of a Non-Resident Holder that is a 4,373 Holder and is not a resident in a Tax Haven Jurisdiction for this purpose. The availability of these arguments to any specific holder of our common shares will depend on the circumstances of such holder. Prospective holders of our common shares should consult their own tax advisors as to the tax consequences of the deposit of our common shares in exchange for ADSs.

Any exercise of preemptive rights relating to our common shares or ADSs will not be subject to Brazilian taxation. Any gain on the sale or assignment of preemptive rights relating to our common shares, including the sale or assignment carried out by the depositary, on behalf of Non-Resident Holders of ADSs, will be subject to Brazilian income taxation according to the same rules applicable to the sale or disposition of our common shares.

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Interpretation of the Discussion of the Definitionof “Tax Haven Jurisdictions”

On November 28, 2014 Brazilian tax authorities enacted Normative Instruction No. 488 listing (i) the countries and jurisdictions considered Tax Haven Jurisdictions (countries and jurisdictions that do not tax income or tax it at a rate below 17% or where the local legislation does not allow access to information related to the shareholding composition of legal entities or to their ownership or to the identity of the effective beneficiary of the income attributed to non-residents), and (ii) the privileged tax regimes, which definition is provided by Law No. 11,727, of June 23, 2008. Although we believe that the best interpretation of the current tax legislation could lead to the conclusion that the above mentioned “privileged tax regime” concept should apply solely for purposes of Brazilian transfer pricing and thin capitalization rules, we cannot assure you whether subsequent legislation or interpretations by the Brazilian tax authorities regarding the definition of a “privileged tax regime” provided by Law No. 11,727 will also apply to a Non-Resident Holder on payments potentially made by a Brazilian source.

We recommend prospective investors to consult their own tax advisors from time to time to verify any possible tax consequences arising of Normative Instruction No. 1,037 and Law No. 11,727. If the Brazilian tax authorities determine that the concept of “privileged tax regime” provided by Law No. 11,727 will also apply to a Non-Resident Holder on payments potentially made by a Brazilian source the withholding income tax applicable to such payments could be assessed at a rate up to 25%.

Tax on Foreign Exchange Transactions (IOF/ExchangeTax)

Brazilian law imposes the IOF/Exchange Tax on the conversion of reais into foreign currency and on the conversion of foreign currency into reais. Foreign exchange agreements entered into as from October 7, 2014 in connection with inflows of funds related to investments carried out by Non- Resident Holders in the Brazilian financial and capital markets are subject to the IOF/Exchange Tax at a zero percent rate. Foreign exchange transactions related to outflows of funds in connection with investments made in the Brazilian financial and capital markets are subject to IOF/Exchange Tax at a zero percent rate. This zero percent rate applies to payments of dividends and interest on shareholders’ equity to Non-Resident Holders with respect to investments in the Brazilian financial and capital markets. Other than these transactions, the rate applicable to most foreign exchange transactions is 0.38%. Other rates may apply to particular transactions and the Brazilian government may increase the rate at any time up to 25% on the foreign exchange transaction amount. However, any increase in rates is only authorized to apply to future transactions.

Tax on Transactions Involving Bonds and Securities(IOF/Securities Tax)

Brazilian law also imposes the IOF/Securities Tax due on transactions involving bonds and securities, including those carried out on a Brazilian stock exchange. The rate of the IOF/Securities Tax applicable to transactions involving our common shares is currently zero. However, the rate of the IOF/Securities Tax applicable to the transfer of our common shares with the specific purpose of enabling the issuance of ADSs is currently zero. This rate is applied on the product of (1) the number of shares which are transferred, multiplied by (2) the closing price for those shares on the date prior to the transfer or, if such closing price is not available on that date, the last available closing price for those shares. The Brazilian government may increase the rate of the IOF/Securities Tax at any time up to 1.5% per day of the transaction amount, but only in respect of transactions carried out after the increase in rate enters into force.

Other Brazilian Taxes

There are no Brazilian inheritance, gift or succession taxes applicable to the ownership, transfer or disposition of our common shares or ADSs by a Non-Resident Holder except for gift and inheritance taxes levied by some states in Brazil. There are no Brazilian stamp, issue, registration, or similar taxes or duties payable by Non-Resident Holders of our common shares or ADSs.

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U.S. Federal Income Tax Considerations

The following summary describes the material U.S. federal income tax consequences of the acquisition, ownership and disposition of our common shares and ADSs. This discussion deals only with U.S. Holders (as defined below) that hold our common shares or ADSs as capital assets for U.S. federal income tax purposes (generally, property held for investment). This summary does not represent a detailed description of the U.S. federal income tax consequences applicable to you if you are subject to special treatment under the U.S. federal income tax laws, including if you are:

●	a dealer or broker in securities or currencies;
●	a financial institution;
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●	a regulated investment company;
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●	a real estate investment trust;
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●	an insurance company;
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●	a tax-exempt organization;
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●	a person that received our common shares or ADSs as compensation for the performance of services;
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●	a person holding our common shares or ADSs as part of a hedging, integrated or conversion transaction or a straddle;
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●	a person deemed to sell common shares or ADSs under the constructive sale provisions of the Internal Revenue Code of 1986, as amended (the “Code”);
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●	a trader in securities that has elected the mark-to-market method of accounting for your securities;
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●	a person liable for alternative minimum tax;
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●	a person who owns or is deemed to own 10% or more of our stock (by vote or value);
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●	a partnership or other pass-through entity for U.S. federal income tax purposes;
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●	a person required to accelerate the recognition of any item of gross income with respect to our common shares or ADSs as a result of such income being recognized on an applicable financial statement; or
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●	a person whose “functional currency” is not the U.S. dollar.
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As used herein, “U.S. Holder” means a beneficial owner of our common shares or ADSs that is for U.S. federal income tax purposes:

●	an individual who is a citizen or resident of the United States;
●	a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
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●	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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●	a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
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The discussion below is based upon the provisions of the Code, and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified (possibly on a retroactive basis) so as to result in U.S. federal income tax consequences different from those discussed below. In addition, this summary assumes that the deposit agreement in connection with our ADS program, and all other related agreements, will be performed in accordance with their terms.

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If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common shares or ADSs, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership holding our common shares or ADSs, you should consult your tax advisors.

This summary does not contain a detailed description of all the U.S. federal income tax consequences to you in light of your particular circumstances and does not address the Medicare tax on net investment income, U.S. federal estate and gift taxes or the effects of any state, local or non-U.S. tax laws.

If you are considering the purchase of our common shares or ADSs, you should consult your own tax advisors concerning the U.S. federal income tax consequences to you in light of your particular situation as well as any consequences arising under other U.S. federal tax laws and the laws of any other tax jurisdiction.

ADSs

If you hold ADSs, for U.S. federal income tax purposes, you generally will be treated as the owner of the underlying common shares that are represented by such ADSs. Accordingly, deposits or withdrawals of our common shares for ADSs will not be subject to U.S. federal income tax.

Taxation of Distributions

Subject to the discussion under “—Passive Foreign Investment Company” below, distributions on our common shares or ADSs (including amounts withheld to reflect Brazilian withholding taxes and distributions of interest on shareholders’ equity, as described above under “—Brazilian Tax Considerations”) will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such dividends (including withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of our common shares, or by the depositary, in the case of our ADSs. Such dividends, however, will not be eligible for the dividends received deduction generally allowed to corporations.

Subject to applicable limitations (including a minimum holding period requirement), dividends received by non-corporate U.S. shareholders from a qualified foreign corporation may be treated as “qualified dividend income” that is subject to reduced rates of taxation. A foreign corporation generally is treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. U.S. Treasury Department guidance indicates that our ADSs (which are listed on the NYSE) are readily tradable on an established securities market in the United States. Thus, we believe that dividends that we pay on our ADSs to U.S. Holders will be potentially eligible for these reduced tax rates. Since our common shares are not listed on an established securities market in the United States, we do not believe that dividends that we pay on our common shares that are not represented by ADSs currently meet the conditions required for these reduced tax rates. There also can be no assurance that our ADSs will be considered readily tradable on an established securities market in the United States in later years. You should consult your tax advisors regarding the application of these rules to your particular circumstances.

Notwithstanding the foregoing, non-corporate U.S. Holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a passive foreign investment company (a “PFIC”) in the taxable year in which such dividends are paid or in the preceding taxable year (as discussed under “—Passive Foreign Investment Company” below).

The amount of any dividend paid in reais will equal the U.S. dollar value of the reais received, calculated by reference to the exchange rate in effect on the date the dividend is actually or constructively received by you, in the case of our common shares, or by the depositary, in the case of our ADSs, regardless of whether the reais are converted into U.S. dollars at that time. If reais received as a dividend are not converted into U.S. dollars on the date of receipt, you will have a tax basis in the reais equal to their U.S. dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of reais will be treated as U.S. source ordinary income or loss.

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Subject to certain conditions and limitations (including a minimum holding period requirement), any Brazilian withholding taxes on dividends may be treated as foreign taxes eligible for credit against your U.S. federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on our common shares or ADSs will be treated as income from sources outside the United States and will generally constitute passive category income. However, Treasury regulations addressing foreign tax credits (the “Foreign Tax Credit Regulations”) impose additional requirements for foreign taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. The Department of the Treasury and the Internal Revenue Service (“IRS”) are considering proposing amendments to the Foreign Tax Credit Regulations. In addition, recent notices from the IRS provide temporary relief by allowing taxpayers that comply with applicable requirements to apply many aspects of the foreign tax credit regulations as they previously existed (before the release of the current Foreign Tax Credit Regulations) for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). Instead of claiming a foreign tax credit, you may be able to deduct any Brazilian withholding taxes on dividends in computing your taxable income, subject to generally applicable limitations under U.S. law (including that a U.S. Holder is not eligible for a deduction for otherwise creditable foreign income taxes paid or accrued in a taxable year if such U.S. Holder claims a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year). The rules governing the foreign tax credit and deductions for foreign taxes are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit or a deduction under your particular circumstances.

To the extent that the amount of any distribution (including amounts withheld to reflect Brazilian withholding taxes and distributions of interest on shareholders’ equity, as described above under “—Brazilian Tax Considerations”) exceeds our current and accumulated earnings and profits for a taxable year, as determined under U.S. federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of our common shares or ADSs, and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange (as discussed below under “—Taxation of Capital Gains”). However, we do not expect to keep earnings and profits in accordance with U.S. federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend (as discussed above).

Distributions of common shares or ADSs that are received as part of a pro rata distribution to all of our shareholders generally will not be subject to U.S. federal income tax.

Passive Foreign Investment Company

In general, we will be a PFIC for any taxable year in which:

●	at least 75% of our gross income is passive income, or
●	at least 50% of the value (generally determined based on a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income.
---	---

For purposes of determining whether we are a PFIC, cash generally is a passive asset and passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person). In addition, income from commodities transactions is generally considered passive unless such income is derived in the active conduct of a commodities business. If we own at least 25% (by value) of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the other corporation’s assets and receiving our proportionate share of the other corporation’s income.

Based on the composition of our income and assets and the valuation of our assets, including goodwill, we do not believe that we were classified as a PFIC for U.S. federal income tax purposes for our most recent taxable year. The rules in this regard are not entirely clear, however, and there can be no assurance that the IRS will not successfully assert a contrary position. In addition, the determination of whether we are a PFIC is made annually. Accordingly, it is possible that our status as a PFIC may change in any future taxable year due to changes in our asset or income composition.

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If we are a PFIC for any taxable year during which you hold our common shares or ADSs, and you do not make a timely mark-to-market election, as described below, you will be subject to special tax rules with respect to any “excess distribution” received and any gain realized from a sale or other disposition, including a pledge, of common shares or ADSs. Distributions received in a taxable year will be treated as excess distributions to the extent that they are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the common shares or ADSs. Under these special tax rules:

●	the excess distribution or gain will be allocated ratably over your holding period for the common shares or ADSs,
●	the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and
---	---
●	the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year for individuals or corporations, as applicable, and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.
---	---

Although the determination of whether we are a PFIC is made annually, if we are a PFIC for any taxable year in which you hold our common shares or ADSs, you will generally be subject to the special tax rules discussed above for that year and for each subsequent year in which you hold the common shares or ADSs (even if we do not qualify as a PFIC in such subsequent years). However, if we cease to be a PFIC, you can avoid the continuing impact of the PFIC rules by making a special election (a “Purging Election”) to recognize gain in the manner described above as if your common shares or ADSs had been sold on the last day of the last taxable year during which we were a PFIC. In addition, a new holding period would be deemed to begin for your common shares or ADSs for purposes of the PFIC rules. After the Purging Election, your common shares or ADSs with respect to which the Purging Election was made will not be treated as shares in a PFIC unless we subsequently become a PFIC. You are urged to consult your own tax advisor about the availability of this election, and whether making the election would be advisable in your particular circumstances.

In lieu of being subject to the rules discussed above with respect to excess distributions and recognized gains, you may make a mark-to-market election with respect to your common shares or ADSs, provided such common shares or ADSs are treated as “marketable stock.” The common shares or ADSs generally will be treated as marketable stock if the common shares or ADSs are regularly traded on a “qualified exchange or other market” (within the meaning of the applicable Treasury regulations). Under current law, the mark-to-market election may be available to holders of ADSs because the ADSs are listed on the NYSE, which constitutes a qualified exchange, although there can be no assurance that the ADSs will be “regularly traded” for purposes of the mark-to-market election. It should also be noted that only our ADSs and not our common shares are listed on a qualified stock exchange in the United States. Our common shares are listed on the B3, which must meet certain trading, listing, financial disclosure and other requirements to be treated as a qualified exchange under applicable U.S. Treasury regulations for purposes of the mark-to-market election, and no assurance can be given that our common shares will be “regularly traded” for purposes of the mark-to-market election.

If you make an effective mark-to-market election, for each taxable year that we are a PFIC you will include as ordinary income the excess of the fair market value of your common shares or ADSs at the end of the year over your adjusted tax basis in the common shares or ADSs. You will be entitled to deduct as an ordinary loss in each such year the excess of your adjusted tax basis in the common shares or ADSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. If you make an effective mark-to-market election, in each year that we are a PFIC any gain you recognize upon the sale or other disposition of your common shares or ADSs will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will be ordinary loss only to the extent of the net amount of previously included income as a result of the mark-to-market election.

Your adjusted tax basis in the common shares or ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. If you make a mark-to-market election, it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the common shares or ADSs are no longer regularly traded on a qualified exchange or other market, or the IRS consents to the revocation of the election. However, because a mark-to-market election cannot be made for any lower-tier PFICs that we may own (as discussed below), you will generally continue to be subject to the special tax rules discussed above with respect to your indirect interest in any such lower-tier PFIC. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

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Alternatively, you can sometimes avoid the rules described above by electing to treat a PFIC as a “qualified electing fund” under Section 1295 of the Code. However, this option is not available to you because we do not intend to comply with the requirements necessary to permit you to make this election.

If we are a PFIC for any taxable year during which you hold our common shares or ADSs and any of our non-U.S. subsidiaries is also a PFIC, you will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of the PFIC rules. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

You will generally be required to file IRS Form 8621 if you hold our common shares or ADSs in any year in which we are classified as a PFIC. You are urged to consult your tax advisors concerning the U.S. federal income tax consequences of holding common shares or ADSs if we are considered a PFIC in any taxable year.

Taxation of Capital Gains

You generally will recognize taxable gain or loss upon the sale, exchange or other taxable disposition of our common shares or ADSs equal to the difference between the amount realized on the sale, exchange or other taxable disposition of such common shares or ADSs and your adjusted tax basis in such common shares or ADSs, both determined in U.S. dollars. Subject to the discussion under “—Passive Foreign Investment Company” above, such gain or loss will generally be capital gain or loss. Capital gains or losses will be long-term capital gain or loss if our common shares or ADSs have been held for more than one year. Certain non-corporate U.S. Holders (including individuals) may be eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. The deductibility of capital losses is subject to limitations under the Code.

If Brazilian income tax is withheld on the sale, exchange or other taxable disposition of our common shares or ADSs, your amount realized will include the gross amount of the proceeds of that sale, exchange or other taxable disposition before deduction of the Brazilian income tax. Capital gain or loss, if any, realized by you on the sale, exchange or other taxable disposition of our common shares or ADSs generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes. Consequently, in the case of gain from the disposition of common shares or ADSs that is subject to Brazilian income tax, you may not be able to benefit from a foreign tax credit for that Brazilian income tax (i.e., because the gain from the disposition would be U.S. source), unless you can apply the credit (subject to applicable limitations) against U.S. federal income tax payable on other income from foreign sources. However, pursuant to the Foreign Tax Credit Regulations, any such Brazilian income tax would generally not be a foreign income tax eligible for a foreign tax credit (regardless of any other income that you may have that is derived from foreign sources). In such case, the non-creditable Brazilian income tax may reduce the amount realized on the sale, exchange or other taxable disposition of the common shares or ADSs. As discussed above, however, recent notices from the IRS provide temporary relief by allowing taxpayers that comply with applicable requirements to apply many aspects of the foreign tax credit regulations as they previously existed (before the release of the current Foreign Tax Credit Regulations) for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). If any Brazilian income tax is imposed upon the disposition of common shares or ADSs and you apply such temporary relief, such tax may be eligible for a foreign tax credit or deduction, subject to the applicable conditions and limitations. You are urged to consult your tax advisors regarding the tax consequences if Brazilian income tax is imposed on a disposition of common shares or ADSs, including the availability of the foreign tax credit or a deduction under your particular circumstances.

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Other Brazilian Taxes

You should note that any Brazilian IOF/Exchange Tax or IOF/Securities Tax (as discussed above under “—Brazilian Tax Considerations”) generally will not be treated as a creditable foreign tax for U.S. federal income tax purposes. You should consult your tax advisors regarding the U.S. federal income tax consequences of these taxes.

Information Reporting and Backup Withholding

In general, information reporting will apply to dividends (including distributions of interest on shareholders’ equity) in respect of our common shares or ADSs and the proceeds from the sale, exchange or other taxable disposition of our common shares or ADSs that are paid to you within the United States (and in certain cases, outside the United States), unless you establish that you are an exempt recipient, such as a corporation. A backup withholding tax may apply to such payments if you fail to provide your correct taxpayer identification number and a certification that you are not subject to backup withholding or if you fail to report in full dividend and interest income.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is timely furnished to the IRS.

The above description isnot intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership or disposition of our commonshares or ADSs. Each holder should consult such holder’s own tax advisor concerning the overall tax consequences to it, includingthe consequences under laws other than U.S. federal income tax laws, of an investment in our common shares or ADSs.

F.	Dividends and Paying Agents

Not applicable.

G.	Statement by Experts

Not applicable.

H.	Documents on Display

We are subject to the reporting requirements of the Exchange Act, which requires that we file periodic reports and other information with the SEC. As a foreign private issuer, we file annual reports on Form 20-F as opposed to Form 10-K. We do not file quarterly reports on Form 10-Q but furnish reports on Form 6-K.

Our reports and other information filed by us with the SEC are available on the SEC website at http://www.sec.gov and may also be inspected and copied by the public at the public reference facilities maintained by the SEC at Station Place, 100 F Street, N.E., Room 1580, Washington, D.C. 20549.

From time to time, we may use our website as a channel of distribution of material company information. Financial and other material information regarding our company is routinely posted on and accessible at www.brasil-agro.com. Information on our website is not incorporated by reference in this annual report.

We furnish The Bank of New York, as the depositary of our ADSs, with annual reports in English, which include a review of operations and our audited consolidated financial statements prepared in accordance with IFRS Accounting Standards, and our annual report on Form 20-F. Upon our request, the depositary will promptly mail such reports to all record holders of ADSs. We also furnish to the depositary, in English, all notices of shareholders’ meetings and other reports and communications that are made generally available to our shareholders. Upon our request, the depositary will make such notices, reports and communications available to holders of ADSs and will mail to all record holders of ADSs a notice containing a summary of the information contained in any notice of a shareholders’ meeting it receives.

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As a foreign private issuer, we are exempt from the Exchange Act rules prescribing the furnishing and content of proxy statements. As a foreign private issuer, we are also exempt from the Exchange Act rules relating to short-swing profit disclosure and liability.

I.	Subsidiary Information

Not applicable.

ITEM 11—QUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISK

We are exposed to market risks arising in the normal course of our business. Market risks are beyond our control and consist of the possibility that changes in interest rates, exchange rates, the market prices of our products and credit risks may adversely affect the value of our financial assets and liabilities or our future cash flows or earnings.

Raw Material Acquisition Risks

For the acquisition of farming inputs, our primary risks are foreign-exchange variations, the supply and demand of each input, farming commodity prices and freight prices. Our dependence on imported raw materials is also subject to supply and customs clearance delays. We are also subject to risks regarding the availability of the specific varieties of seeds we use, which are affected by weather conditions, among other factors.

Foreign Exchange Risks

Certain of our income is linked to the exchange rate between the real and the U.S. dollar, and consequently our revenues are impacted by foreign exchange fluctuations. Certain of our commodities, such as soybean, may be priced in reais or in U.S. dollars. In addition, certain of the inputs necessary for farming production, such as chemicals, pesticides and fertilizers, may be priced in or based on the U.S. dollar. In order to reduce the impact on revenue, pursuant to our hedging policy, we seek to limit our foreign exchange exposure to 5% of our total expected revenue from commodities typically priced in U.S. dollars.

As of June 30, 2024, we had a short position in U.S. dollars in the amount of US$107.4 million. The result of a hypothetical devaluation of 5% of the real in relation to the U.S. dollar would generate a loss before taxes of R$29.8 million.

Interest Rate Risks

Exposure to interest rates subjects us and our subsidiaries to risks arising from the effect of interest rate fluctuations on our financial assets and liabilities. A portion of our indebtedness is subject to fixed rates of interest, while only our financings with BNDES are subject to variable rates indexed to the TJLP rate. We do not engage in hedging transactions with respect to such financings because we believe the interest rates charged thereon are lower than typical rates in the Brazilian market.

If our volume of funds invested in financial instruments indexed to the CDI rate remains the same with June 30, 2024 as a base date, a hypothetical decrease in the CDI rate of 10% would reduce our income by R$0.14 million monthly.

Farming Commodity Risks

A reduction in commodity prices would affect our margins and operating results. Commodity price variations are associated with global supply and demand, as well as climatic, technological, commercial and economic conditions and government policies. To reduce these risks to us from commodity price variations, we use financial instruments such as derivatives and over-the-counter instruments including options and futures contracts negotiated in the commodities market throughout the ordinary course of our crop cycles, from the purchase of inputs to crop planting up until harvest. We believe that the maintenance of our current hedging policy is necessary to minimize the risks related to commodity price variations.

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On June 30, 2024, we had a short position in soybean derivatives (CBOT-futures, options and OTC contracts) in the total volume of 3,299 thousand bags.

Considering sales volumes hedged by derivatives and the soybean price as of June 30, 2024, we believe that a hypothetical decrease of 5% in the price of soybean not hedged by derivatives would decrease our expected revenues from grain sales for the next 12 months by R$21.2 million.

Risk Management and Hedging Policies

We are exposed to risks derived from commodity price variations for such products as soybean, corn, sugarcane, rice and sorghum, as well as foreign-exchange variations. We hedge our exposure to commodity price risks for our transactions through over-the-counter instruments and maintain our exposures within pre-established limits. Such financial instruments include (i) commodity price and exchange rate swap contracts; (ii) currency contracts that provide a fixed exchange rate in reais for our dollar-denominated receivables and chargeables; (iii) commodity futures contracts for soybean, corn and ethanol that allow us to buy or sell commodities at predetermined prices; and (v) options contracts that allow us to acquire the right to buy or sell an asset at a preset price by a certain date. Since these transactions are normally made in U.S. dollars, we hedge our exposure to foreign-exchange risks by entering into contracts with fixed exchange rates. We have set our limit of foreign-exchange exposure to 5% of the total revenue expected from the sale of each commodity produced by us.

Our risk management policy seeks to protect our cash flows and expenditures, and thus we monitor the volatility and historical patterns of the primary market trends that affect our revenue and production costs, including (i) commodity prices, commonly determined in U.S. dollars; (ii) differences between domestic and international market prices of our commodities; (iii) exchange rates; and (iv) prices impacting our principal production costs, including, fertilizers, pesticides and chemicals.

In addition to monitoring these trends, our strategic planning department analyzes them in light of our exposures and positions in the market and prepares reports on a regular basis analyzing such risks in the light of simulations under various hypothetical situations indicating the effects on our results of different variations in market prices and conditions. Such analysis and reports include the monitoring and assessment of: (i) the status of the commercialization and delivery of our products; (ii) updates regarding our estimated planted area and production volumes; (iii) the distribution of sales by product and type (such as futures contracts, options, fixed term contracts); (iv) market analysis and historical comparisons of the prices, rates and other indices that affect our gross revenue; (v) risk analysis models and simulations such as the Monte Carlo simulation, that analyze the volatility and sensitivity of our assets and the correlations that exist among such assets; and (vi) stress test analyses under different scenarios. Such reports are then delivered to our risk management committee, which develops the goals and limits of our hedging strategy and our hedging policy, which is defined and approved by our board of directors. Our risk management committee then supervises our strategic planning department in the implementation and the execution of our hedging strategy.

ITEM 12— DESCRIPTION OF SECURITIES OTHERTHAN EQUITY SECURITIES

A.	Debt Securities

Not applicable.

B.	Warrants and Rights

Not applicable.

C.	Other Securities

Not applicable.

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D.	American Depositary Shares

The following table sets forth the fees and expenses that a holder of ADRs may have to pay pursuant to our Amended and Restated Deposit Agreement, dated as of November 6, 2012 (the “Deposit Agreement”), with The Bank of New York Mellon, as depositary, in connection with our ADS program:

Fee and Reimbursement Provisions

	Fee or Charge	Relating to
1.	Taxes and other governmental charges
2.	Registration fees as may be in effect for the registration of transfers of common shares underlying the ADRs on the share register of our company or any Brazilian registrar	The transfer of common shares underlying ADRs to or from the name of the depositary or its nominee or Banco Itaú, S.A., as custodian for the depositary, or its nominee on the making of deposits or withdrawals under the Deposit Agreement
3.	Cable, telex and facsimile transmission expenses expressly provided under the Deposit Agreement
4.	Expenses incurred by the depositary in the conversion of foreign currency	Amounts in reais received by way of dividends or other distributions or the net proceeds from the sale of securities, property or other rights in respect of ADRs
5.	U.S.$5.00 or less per 100 ADRs (or portion thereof)	The delivery of ADRs and the surrender of ADRs, or the distribution of securities or other property to holders of ADRs
---	---	---
6.	U.S.$0.02 or less per ADR (or portion thereof)	Any cash distribution made pursuant to the Deposit Agreement, except for distributions of cash dividends
7.	U.S.$0.02 or less per ADR (or portion thereof) per year, subject to prior consent by the Company	Depositary services
8.	Payment of any other charges payable by the depositary, any of the depositary’s agents, including the depositary’s custodian, or the agents of the depositary’s agents in connection with the servicing of shares underlying the American Depositary Shares or other deposited securities

The fee and reimbursement provisions described in rows seven and eight of the table above may, at the depositary’s discretion, be billed to the holders of ADSs or deducted from one or more cash dividends or other cash distributions.

A form of the Deposit Agreement is filed as Exhibit 2.1 to this annual report. We encourage you to review this document carefully if you are a holder of ADSs.

Payment of Taxes

ADS holders are responsible for any taxes or other governmental charges payable on our ADSs or on the deposited securities represented by any of our ADSs. The depositary may refuse to register any transfer of our ADSs or allow the withdrawal of the deposited securities represented by our ADSs until such taxes or other charges are paid. It may apply payments owed to ADS holders or sell deposited securities represented by ADSs to pay any taxes owed and ADS holders will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.

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Part II

ITEM 13—DEFAULTS, DIVIDEND ARREARAGESAND DELINQUENCIES

None.

ITEM 14—MATERIAL MODIFICATIONS TO THERIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15—CONTROLS AND PROCEDURES

A.	Disclosure Controls and Procedures

As of the end of the period covered by this annual report, our executive board, with the participation of of the Company’s Chief Executive Officer, and Chief Financial Officer and Investor Relations Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer, and Chief Financial Officer and Investor Relations Officer, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective. Based on this evaluation, our Chief Executive Officer, and Chief Financial Officer and Investor Relations Officer, as well as our Audit Commettie, concluded that, as of June 30, 2024, the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level.

B.	Management’s Annual Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.

The Company’s internal control over financial reporting is a process designed by management and under the supervision of the Audit Committe and the Company’s board of directors or/and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards, as issued by IASB.

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS Accounting Standards, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Therefore even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Nevertheless, we re-evaluate and review our internal policies and procedures annually, with the aim of keeping our internal documents faithful to departmental practices and ensuring the adequacy of the Company’s internal controls.

Our management performed an assessment of the effectiveness of our internal control over financial reporting on June 30, 2024, utilizing the criteria described in the “Internal Control—Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The objective of this assessment was to determine whether our internal control over financial reporting was effective on June 30, 2024. Based on this assessment, our management has concluded that, as of June 30, 2024, the Company’s internal control over financial reporting was effective at the reasonable assurance level.

C.	Attestation Report of the Registered Public Accounting Firm

Pursuant to applicable SEC rules, this annual report does not include an attestation report of the Company’s registered public accounting firm.

We will only be required to include this report once we become a large accelerated filer or otherwise cease to be an emerging growth company.

D.	Changes in Internal Control Over Financial Reporting

We were the target of a cybersecurity incident, which disrupted our systems in 2019. Except for the design and implementation of internal controls over our IT systems to mitigate the risk of cyberattacks, as a response to the 2019 cybersecurity incident discussed in “Item 3. Key Information––D. Risk Factors—We were the target of a cybersecurity incident which disrupted our systems” and “Item 5—Operating and Financial Review and Prospects,” there were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred, including during the year ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM16—[Reserved]

ITEM 16A—AUDIT COMMITTEE FINANCIAL EXPERT

For the purposes of the NovoMercado listing rules and the Sarbanes-Oxley Act, our board of directors established a statutory audit committee, which convenes at least bi-monthly, and as often as it determines is appropriate to carry out its responsibilities. This committee has responsibility for planning and reviewing our annual and quarterly reports and accounts with the involvement of our auditors during such process, focusing particularly on compliance with legal requirements and accounting standards. The ultimate responsibility for reviewing and approving our annual and quarterly reports and accounts remains with our board of directors.

On July 11, 2023, our board of directors approved, by majority vote, the appointment of Mr. Fabiano Nunes Ferrari as a member of the Company’s statutory audit committee for a term of two years, until 2025. Mr. Nunes Ferrari is a “financial expert,” as such term is defined in the SEC rules. Mr. Nunes Ferarri is independent, as such term is defined in the Novo Mercado listing rules. Our board of directors has determined that Mr. Nunes Ferrari is independent under the standards of the NYSE listing rules and Rule 10A-3 under the Exchange Act that would apply if the Company were not relying on the exemption provided in paragraph (c)(3) of Rule 10A-3, as described in “Item 16D—Exemptions from the Listing Standards for Audit Committees.” See “Item 6—Directors, Senior Management and Employees” for information regarding the experience of Mr. Nunes Ferrari.

ITEM 16B—CODE OF ETHICS

Under Section 303A.10 of the NYSE Listed Company Manual, each U.S. company listed on the NYSE must adopt and disclose a code of business conduct and ethics for directors, officers and employees and promptly disclose any waivers of the code for directors or executive officers. We are subject to a similar requirement under Brazilian law, and we have adopted a code of conduct that applies to our officers and employees.

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Our code of conduct, as well as further information concerning our corporate governance practices and applicable Brazilian law, is available on our website www.brasil-agro.com. Information on our website is not incorporated by reference in this annual report. A copy of our code of conduct is filed as an exhibit to this annual report.

If we make any substantive amendment to the code of conduct or grant any waivers to our executive officers and controller, including any implicit waiver, from a provision of the code of conduct, we intend to disclose the nature of such amendment or waiver on our website. During the year ended June 30, 2024, no such amendment or waiver was made or granted.

ITEM 16C—PRINCIPAL ACCOUNTANT FEES ANDSERVICES

The following table describes the total amount of fees billed to us by our independent auditors for services performed in the fiscal years ended June 30, 2024 and 2023.

	Year Ended June 30
	2024	2023
	(in R thousands)
Audit fees^(1)^			1,344.9
Audit-related fees^(2)^			284.4
Total fees			1,629.3

All values are in US Dollars.

(1)	Audit fees in fiscal year 2024 are the aggregated fees billed by PricewaterhouseCoopers Auditores Independentes Ltda. (PCAOB ID 1351) for the audit of our consolidated and annual financial statements and attestation services that are provided in connection with regulatory filings or engagements.
(2)	Audit-related fees in fiscal year 2024 were the fees billed by PricewaterhouseCoopers Auditores Independentes Ltda. for interoffice reports regarding: (1) the audit of our consolidated reporting package and internal controls for Cresud consolidation purposes, and (2) foreign exchange conversion review work related to our consolidation process within Cresud consolidated financial statements.
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Audit Committee Pre-Approval Policies andProcedures

Our board of directors has established pre-approval policies and procedures for the engagement of registered public accounting firms for audit and non-audit services. Under such pre-approval policies and procedures, our board of directors reviews the scope of the services to be provided by each registered public accounting firm to be engaged in order to ensure that there are no independence issues and the services are not prohibited under applicable rules.

ITEM 16D—EXEMPTIONS FROM THE LISTINGSTANDARDS FOR AUDIT COMMITTEES

The Company historically relied on a permanent Fiscal Council to avail itself of paragraph (c)(3) of Rule 10A-3 under the Exchange Act, which provides a general exemption from the audit committee requirements for a foreign private issuer (such as the Company) with a Fiscal Council, subject to certain requirements.

NYSE rules require that listed companies have an audit committee that (i) is composed of a minimum of three independent directors who are all financially literate, (ii) meets the SEC rules regarding audit committees for listed companies, (iii) has at least one member who has accounting or financial management expertise and (iv) is governed by a written charter addressing the committee’s required purpose and detailing its required responsibilities. However, as a foreign private issuer, the Company may rely on an exemption from the requirement to have an audit committee. The Brazilian corporate law requires companies to have a non-permanent Fiscal Council composed of three to five members who are elected at the general shareholders’ meeting. The Fiscal Council operates independently from management and from a company’s external auditors. Its main function is to monitor the activities of management, examine the financial statements of each fiscal year and provide a formal report to our shareholders.

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Our statutory audit committee meets the requirements for the exemption available to foreign private issuers under paragraph (c)(3) of Rule 10A-3 under the Exchange Act. The statutory audit committee is not the equivalent of, or wholly comparable to, a U.S. audit committee. Among other differences, it is not required to meet the standards of “independence” established in Rule 10A-3 and is not fully empowered to act on all the matters that are required by Rule 10A-3 to be within the scope of an audit committee’s authority. Nonetheless, with the attributes provided to the statutory audit committee under our bylaws and its internal rules, to the extent permitted by Brazilian law, we believe that our corporate governance system, taken as a whole, is materially equivalent to a system having an audit committee functioning as a committee of our board of directors. Accordingly, the Company does not believe that its reliance on the exemption of paragraph (c)(3) of Rule 10A-3 materially adversely affects the ability of the statutory audit committee to act independently and to satisfy the other requirements of Rule 10A-3 to the extent permitted by Brazilian corporate law.

We also have a permanent Fiscal Council. However, as of November 24, 2022, we no longer rely on the Fiscal Council to avail ourselves of the exemption contained in paragraph (c)(3) of Rule 10A-3 under the Exchange Act.

ITEM 16E—PURCHASES OF EQUITY SECURITIESBY THE ISSUER AND AFFILIATED PURCHASERS

During the year ended June 30, 2024, the Company or any affiliated purchaser did not acquire any of our common shares.

ITEM 16F—CHANGE IN REGISTRANT’SCERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G—CORPORATE GOVERNANCE

Under Section 303A.11 of the NYSE Listed Company Manual and Item 16G of the Form 20-F, we are required to disclose any significant differences in our corporate governance practices from those required to be followed by U.S. companies under the NYSE listing standards. We have summarized these significant differences below.

We are permitted to follow practices in Brazil in lieu of the provisions of the NYSE corporate governance standards, except that we are required to have a qualifying audit committee under Section 303A.06 of the NYSE Listed Company Manual or avail ourselves of an appropriate exemption. As a foreign private issuer, we rely on the statutory audit committee to avail ourselves of the exemption contained in paragraph (c)(3) of Rule 10A-3 under the Exchange Act.

See “Item 6—Directors, Senior Management and Employees.”

In addition, our chief executive officer is obligated, under Section 303A.12(b) of the NYSE Listed Company Manual, to promptly notify the NYSE in writing after any of our executive officers becomes aware of any material non-compliance with any applicable provisions of the NYSE corporate governance standards. We are also required under Section 303A.12(c) of the NYSE Listed Company Manual to submit an annual written affirmation of compliance with applicable provisions of the rules and, under certain circumstances, an interim written affirmation of compliance.

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Majority of Independent Directors

Under Section 303A.01 of the NYSE Listed Company Manual, each U.S. company listed on the NYSE must have a majority of directors that meet the independence requirements of the NYSE. Under the Novo Mercado rules, at least 20% of our directors must be independent for purposes of those rules. Currently we have four elected independent members (44%) at our board of directors, who meet such standard.

Separate Meetings of Non-Management Directors

Under Section 303A.03 of the NYSE Listed Company Manual, the non-management directors of each U.S. company listed on the NYSE must meet at regularly scheduled executive sessions without management, and independent directors must meet at executive sessions without management at least once a year. We do not have a similar requirement under Brazilian rules, but in any event, all members of our board are non-executive directors. Our independent directors do not meet separately from directors who are not independent.

Nominating/Corporate Governance Committee

Under Section 303A.04 of the NYSE Listed Company Manual, each U.S. company listed on the NYSE must have a nominating/corporate governance committee composed entirely of directors that meet the independence requirements of the NYSE. We are not required to have such a committee under Brazilian law, and accordingly, do not have one.

Compensation Committee

Under Section 303A.05 of the NYSE Listed Company Manual, each U.S. company listed on the NYSE must have a compensation committee composed entirely of directors that meet the independence requirements of the NYSE (including additional requirements applicable to compensation committee members). Even though we are not required to have such a committee under Brazilian law, we established one on March 1, 2012. However, our Compensation Committee is not fully independent under the NYSE independence requirements because we are not required to have one under applicable rules, and we believe that the current composition of our Compensation Committee is appropriate for our needs. See “Item 6—Directors, Senior Management and Employees.”

The NYSE also requires (1) listed companies to grant the compensation committee, in its sole discretion, the authority to retain or obtain a compensation adviser, to be directly responsible for the compensation and oversight of any compensation adviser so retained with appropriate funding from the listed company and (3) the compensation committee to assess the independence of any compensation adviser, other than the listed company’s in-house legal counsel. As allowed under the NYSE’s listing standards, we continue our current compensation practices in accordance with the Brazilian corporate law and Brazilian practice.

Audit Committee

Under Section 303A.06 of the NYSE Listed Company Manual and the requirements of Rule 10A-3 of the SEC, each U.S. company listed on the NYSE is required to have an audit committee consisting of members that comply with the requirements of Rule 10A-3 and that meet the independent requirements of the NYSE. In addition, the audit committee must have a written charter compliant with the requirements of Section 303.A.07(b) of the NYSE Listed Company Manual and the listed company must fulfill all other requirements of the NYSE and Rule 10A-3. The SEC has recognized that, for foreign private issuers, local legislation may delegate certain of the functions of the audit committee to other bodies. We have availed ourselves of an exemption from certain of the standards for audit committees. See “Item 16D—Exemptions from the Listing Standards for Audit Committees,” which explains how our statutory audit committee differs from an audit committee for a U.S. listed company and is incorporated herein by reference.

Internal Audit Function

Under Section 303A.07(c) of the NYSE Listed Company Manual, each listed company must have an internal audit function.

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Corporate Governance Guidelines

Under Section 303A.09 of the NYSE Listed Company Manual, each U.S. listed company must adopt and disclose their corporate governance guidelines. We do not have a similar requirement under Brazilian law. However, we have listed our common shares on the Novo Mercado of the São Paulo Stock Exchange, which requires us to furnish an annual Corporate Governance Report in compliance with Resolution CVM No. 80/2022, and compliance with the corporate governance standards described under “Item 9. The Offer and Listing—C. Markets.”

Further information concerning our corporate governance practices and applicable Brazilian law is available on our website (www.brasil-agro.com). Information on our website is not incorporated by reference in this annual report.

ITEM 16H—MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I—DISCLOSURE REGARDING FOREIGNJURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J—INSIDER TRADING POLICIES

We have adopted a Securities Trading Policy, which is in accordance with the Novo Mercado listing rules and Resolução CVM No. 44/2021, that governs the trading in our securities by our directors, officers, senior management, employees and certain other covered persons, and which is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to us.

A copy of the Securities Trading Policy is flied as an exhibit to this annual report.

ITEM 16K—CYBERSECURITY

Cybersecurity is one of our strategic priorities, and information security and critical data governance are important to us. Our information security team defines the strategy, policies, practices, procedures, and organizational structure that we use to identify, analyze, evaluate, measure, mitigate, and monitor cybersecurity risks. We work together with various teams within our Company to conduct continuous analysis of potential failures and vulnerabilities, as well as risks that may affect our processes and assets.

This strategy, which is under constant review and evaluation, allows us to identify, protect, detect, respond to, and recover our systems and data from potential threats. This strategy also ensures the proper integration of security into business processes, minimizing risks and impacts that could materially affect us or our subsidiaries. We also adopt preventive controls and processes that allow us to supervise and monitor our corporate information security strategy and carry out investments and initiatives that enable us to achieve our business goals.

In recent years, the average number of cybersecurity incidents has increased significantly worldwide. Therefore, we focus on using advanced threat detection and blocking tools that allow us to prevent the most frequent cyberattacks, which are related to ransomware (hacking of virtual files), malware, spam, phishing, executive impersonation, and BEC (Business Email Compromise), among others.

In response to the evolving risk of cyber threats, we have undertaken several projects to improve our security systems. Our main Enterprise Resource Planning (ERP) system has levels of protection and contingency recovery that allow us to be prepared for the constant evolution of cyberattacks. During 2023 and 2024, among other initiatives, we (i) conducted a risk analysis that allows us to identify residual risks to be treated or accepted, (ii) deepened cybersecurity training for our employees with the aim of distributing simulations, tips, best practices, and knowledge about cybersecurity threats, (iii) implemented the use of two-factor authentication with respect to our employees’ user accounts to minimize the risk of identity theft and information theft, and (iv) established mechanisms for employees to report cybersecurity incidents, for identification, management, containment, and analysis by our incident response team. These actions deepen our commitment to cybersecurity management, increase protection against threats, and build and adequate environment for our Company.

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In response to the evolution of cyber threats, we have engaged external advisors with experience in the cybersecurity field who provide us with vulnerability assessment services, customized training, and protection recommendations against cyber threats. Additionally, we work with business partners who provide us with advanced tools for early threat detection, allowing us to identify potential cybersecurity risks. We have processes to oversee and identify risks related to cybersecurity threats associated with the use of third-party service providers. Before engaging with any third parties, we conduct thorough due diligence, assessing their security protocols and practices to ensure they meet our internal standards. Additionally, we continuously monitor third-party services through regular security audits, reviews, and performance assessments.

Governance

Our management has instituted a Data Protection Committee whose responsibilities include managing unforeseen situations that can negatively affect the Company’s operations and assets, coordinating a quick and effective response to a cybersecurity crisis, managing internal and external communication during a crisis, making critical real-time decisions, constantly evaluating the impact of the situation, adjusting decisions, and ensuring compliance with applicable laws and regulations. The Data Protection Committee is composed of our CFO, our Legal, Compliance and Sustainability Director, and our Operations Director.

We have an information security management team led by our Compliance Manager, who has over 14 years of experience in auditing systems, internal controls, technology risks, user training, and security awareness. Our Compliance Manager completed the preparatory training for the CRISC certification (Certified in Risk and Information Systems Control), which validates his expertise in identifying and managing IT risks, as well as implementing and maintaining effective security controls to mitigate these risks. Our information security management team is independent from our IT management and integrated into our compliance management. Our information security management team has an individual annual budget and a strategy based on two principles: (i) the continuous review and improvement of our information security model; and (ii) a cybersecurity framework based on the National Institute of Standards and Technology (NIST).

Our Compliance Manager reports monthly on incidents to our Data Protection Committee. Additionally, our Compliance Manager, representing the Data Protection Committee, provides quarterly reports on cybersecurity to our Audit Committee, which is responsible for the strategy and oversight of cybersecurity issues, and our Audit Committee also reports on these matters to our Board of Directors, ensuring that the highest levels of governance are informed. This structured reporting process ensures comprehensive oversight and alignment of our cybersecurity policies across our Company.

We have a cybersecurity incident response process designed to report incidents to our Data Protection Committee and Audit Committee. Our Compliance Manager is responsible for managing and resolving cybersecurity incidents that affect the Company. His main responsibilities include supervising the security detection and alert system, notifying relevant parties about detected incidents, conducting initial assessments of incidents, isolating compromised systems, coordinating recovery efforts with our IT management, investigating cybersecurity incidents, managing internal communication about incidents, and reviewing the effectiveness of implemented corrective and preventive measures.

Also, our Compliance Manager is responsible for ensuring that the Company complies with all laws, regulations, and standards related to the management of cybersecurity incidents applicable to it, cooperating with regulatory entities, promoting the review and updating of policies and procedures, acting as a spokesperson for the Data Protection Committee, and keeping the Audit Committee informed about the status of the Company’s regulatory and legal compliance.

Additionally, our legal management team receives reports on cybersecurity incidents, cooperates in determining the materiality of such incidents, evaluates the severity and scope of such incidents from a legal perspective, reviews contracts with suppliers, evaluates the possibility of potential litigation, and provides legal guidance to our Company. Similarly, our fraud prevention team participates in the analysis of cybersecurity incidents to identify possible fraudulent activity, collects evidence for legal purposes, monitors suspicious transactions, and cooperates with our other teams to report incidents.

Also, as part of our processes with respect to contracts with suppliers, our Company establishes specific contractual provisions to ensure that these partners comply with adequate data protection standards and security measures that meet our internal requirements.

As previously disclosed, we experienced a cybersecurity incident in 2019 which temporarily disrupted our systems. We have no reason to believe that such an incident resulted in the unauthorized disclosure of confidential information. See “Item 3.D. Risk Factors - We were the target of a cybersecurity incident that disrupted our systems.” Except for that incident, we have not recorded any significant Information Security events that have materially affected or are reasonably likely to materially affect us, our business strategy, results of operations, or financial condition. We are aware of the constant cybersecurity risks and continue to implement protective measures that allow us to minimize potential negative impacts on our business. However, these protective measures may be insufficient to fully protect against cybersecurity risks. For more information about these risks, see “Item 3.D. Risk Factors - Risks Relating to Our Business -Cybersecurity events could negatively affect our reputation, our financial condition and our results of operations.”

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Part

III

ITEM 17—FINANCIAL STATEMENTS

See “Item 18—Financial Statements.”

ITEM 18—FINANCIAL STATEMENTS

See our Consolidated Financial Statements beginning on page F-1.

ITEM 19—EXHIBITS

ExhibitNumber	Description
1.1	Amended and Restated Bylaws of BrasilAgro – Companhia Brasileira de Propriedades Agrícolas, dated as of April 28, 2023 (English translation) (incorporated by reference to Exhibit 1.1 to the Annual Report on Form 20-F filed with the SEC on October 31, 2023, File No. 001-35723)
2.1	Form of Amended and Restated Deposit Agreement Among BrasilAgro – Companhia Brasileira de Propriedades Agrícolas, the Bank of New York Mellon and Owners and Holders of American Depositary Shares (incorporated by reference to Exhibit 2.01 to the Registration Statement on Form 20-F filed with the SEC on October 31, 2012, File No. 001-35723)
2.2	English translation of the Private Instrument of Second Issuance of Simple, Unsecured, Non-Convertible Debentures, to be Converted Into Secured Debentures, in Single Series, for Private Placement of BrasilAgro – Companhia Brasileira de Propriedades Agrícolas, dated as of March 22, 2021, by and between BrasilAgro – Companhia Brasileira de Propriedades Agrícolas and ISEC Securitizadora S.A. (Instrumento Particular de Escritura da 2ª (Segunda) Emissão de Debêntures Simples, Não Conversíveis em Ações, da Espécie Quirografária a ser Convolada na Espécie com Garantia Real, em Série Única, para Colocação Privada, da BrasilAgro – Companhia Brasileira de Propriedades Agrícolas) (incorporated by reference to Exhibit 4.91 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
2.3	English translation of the Private Instrument of Third Issuance of Simple, Secured, Non-Convertible Debentures, in a Single Series, for Public Distribution in the Automatic Registration Distribution Procedure, of BrasilAgro – Companhia Brasileira de Propriedades Agrícolas, dated as of November 14, 2023, by and between BrasilAgro – Companhia Brasileira de Propriedades Agrícolas, Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A., and Imobiliária Cajueiro Ltda. (Instrumento Particular de Escritura da 3ª (Terceira) Emissão de Debêntures Simples, Não Conversíveis em Ações, da Espécie com Garantia Real, em Série Única, para Distribuição Pública em Rito de Registro Automático de Distribuição, da BrasilAgro – Companhia Brasileira de Propriedades Agrícolas)
2.4	Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 2.5 to the Annual Report on Form 20-F filed with the SEC on October 31, 2023, File No. 001-35723)
4.1	Agreement to Supply Sugarcane, entered into by BrasilAgro and Brenco – Companhia Brasileira de Energia Renovável (“Brenco”), in connection with Fazenda Araucária (incorporated by reference to Exhibit 4.02 to the Registration Statement on Form 20-F filed with the SEC on October 31, 2012, File No. 001-35723)
4.2	First Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro and Brenco – Companhia Brasileira de Energia Renovável (“Brenco”), in connection with Fazenda Araucária (incorporated by reference to Exhibit 4.03 to the Registration Statement on Form 20-F filed with the SEC on October 31, 2012, File No. 001-35723)
4.3	Second Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro and Brenco – Companhia Brasileira de Energia Renovável (“Brenco”), in connection with Fazenda Araucária (incorporated by reference to Exhibit 4.04 to the Registration Statement on Form 20-F filed with the SEC on October 31, 2012, File No. 001-35723)
4.4	Third Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro and Brenco – Companhia Brasileira de Energia Renovável (“Brenco”), in connection with Fazenda Araucária (incorporated by reference to Exhibit 4.05 to the Registration Statement on Form 20-F filed with the SEC on October 31, 2012, File No. 001-35723)
4.5	Fourth Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro and Brenco – Companhia Brasileira de Energia Renovável (“Brenco”), in connection with Fazenda Araucária (incorporated by reference to Exhibit 4.06 to the Annual Report on Form 20-F filed with the SEC on October 31, 2013, File No. 001-35723)
4.6	Fifth Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro and Brenco – Companhia Brasileira de Energia Renovável (“Brenco”), in connection with Fazenda Araucária (incorporated by reference to Exhibit 4.07 to the Annual Report on Form 20-F filed with the SEC on October 31, 2013, File No. 001-35723)
4.7	Sixth Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro and Brenco – Companhia Brasileira de Energia Renovável (“Brenco”)in connection with Fazenda Araucária (incorporated by reference to Exhibit 4.08 to the Annual Report on Form 20-F filed with the SEC on October 19, 2016, File No. 001-35723)

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4.8	Seventh Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro Brenco – Companhia Brasileira de Energia Renovável (“Brenco”), in connection with Fazenda Araucária (incorporated by reference to Exhibit 4.17 to the Annual Report on Form 20-F filed with the SEC on October 19, 2016, File No. 001-35723)
4.9	Agreement to Supply Sugarcane, entered into by BrasilAgro and Brenco – Companhia Brasileira de Energia Renovável (“Brenco”), in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.06 to the Registration Statement on Form 20-F filed with the SEC on October 31, 2012, File No. 001-35723)
4.10	First Agreement to Supply Sugarcane, entered into by BrasilAgro and Brenco – Companhia Brasileira de Energia Renovável (“Brenco”), in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.07 to the Registration Statement on Form 20-F filed with the SEC on October 31, 2012, File No. 001-35723)
4.11	Second Agreement to Supply Sugarcane, entered into by BrasilAgro and Brenco – Companhia Brasileira de Energia Renovável (“Brenco”), in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.08 to the Registration Statement on Form 20-F filed with the SEC on October 31, 2012, File No. 001-35723)
4.12	Third Agreement to Supply Sugarcane, entered into by BrasilAgro and Brenco – Companhia Brasileira de Energia Renovável (“Brenco”), in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.09 to the Registration Statement on Form 20-F filed with the SEC on October 31, 2012, File No. 001-35723)
4.13	Fourth Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro and Brenco – Companhia Brasileira de Energia Renovável (“Brenco”), in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.12 to the Annual Report on Form 20-F filed with the SEC on October 31, 2013, File No. 001-35723)
4.14	Fifth Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro and Brenco – Companhia Brasileira de Energia Renovável (“Brenco”), in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.13 to the Annual Report on Form 20-F filed with the SEC on October 31, 2013, File No. 001-35723)
4.15	Sixth Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro and Brenco – Companhia Brasileira de Energia Renovável (“Brenco”), in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.8 to the Annual Report on Form 20-F filed with the SEC on October 19, 2016, File No. 001-35723)
4.16	Seventh Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro and Brenco – Companhia Brasileira de Energia Renovável (“Brenco”), in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.9 to the Annual Report on Form 20-F filed with the SEC on October 19, 2016, File No. 001-35723)
4.17	Summary translation of private instrument for regulation of rights and obligations between Brenco - Companhia Brasileira de Energia Renovável and BrasilAgro – Companhia Brasileira de Propriedades Agrícolas (incorporated by reference to Exhibit 4.18 to the Annual Report on Form 20-F filed with the SEC on November 2, 2015, File No. 001-35723)
4.18	Summary translation of agricultural subpartnership agreement between Brenco – Companhia Brasileira de Energia Renovável and BrasilAgro – Companhia Brasileira de Propriedades Agrícolas (incorporated by reference to Exhibit 4.19 to the Annual Report on Form 20-F filed with the SEC on November 2, 2015, File No. 001-35723)
4.19	Summary translation of sugarcane purchase and sale agreement between Brenco – Companhia Brasileira de Energia Renovável and BrasilAgro – Companhia Brasileira de Propriedades Agrícolas (incorporated by reference to Exhibit 4.20 to the Annual Report on Form 20-F filed with the SEC on November 2, 2015, File No. 001-35723)
4.20	Summary translation of Shareholder Agreement of Cresca S.A. dated as of October 5, 2016, by and between BrasilAgro and Cresca S.A. (incorporated by reference to Exhibit 4.24 to the Annual Report on Form 20-F filed with the SEC on October 26, 2017, File No. 001-35723)
4.21	Summary translation of the private instrument of real properties and rural assets purchase and sale commitment and other covenants, dated as of May 22, 2017, by and between Imobiliária Araucária Ltda., Procópio & Oliveira Ltda. – ME, Marcio Antonio de Oliveira and BrasilAgro (incorporated by reference to Exhibit 4.27 to the Annual Report on Form 20-F filed with the SEC on October 26, 2017, File No. 001-35723)

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4.22	Summary translation of the sugarcane purchase and sale agreement dated as of January 11, 2017, by and between Jaborandi Agrícola Ltda., Agro Pecuária e Industrial Serra Grande Ltda. Imobiliária Ceibo Ltda. and BrasilAgro (incorporated by reference to Exhibit 4.30 to the Annual Report on Form 20-F filed with the SEC on October 26, 2017, File No. 001-35723)
4.23	Summary translation of the rural partnership agreement, dated as of January 11, 2017, by and between Jaborandi Agrícola Ltda., Agro Pecuária e Industrial Serra Grande Ltda., Imobiliária Ceibo Ltda. and BrasilAgro (incorporated by reference to Exhibit 4.31 to the Annual Report on Form 20-F filed with the SEC on October 26, 2017, File No. 001-35723)
4.24	Summary translation of the rural partnership agreement, dated as of July 11, 2018, as amended on August 28, 2018, by and between 3SB Produtos Agrícolas S.A., Sinagro Produtos Agropecuários S.A., Marcos Antônio Vimercati, and Brasil Agro in connection with Fazenda Copacabana, Fazenda Dallas, Fazenda Ipanema, Jataí II, Fazenda Princesa, Fazenda Mama, Fazenda Santa Luzia, Fazenda Santa Olímpia, Santa Terezinha and Rubi, Fazenda Santa Olímpia 2 and Fazenda Mata Fresca (incorporated by reference to Exhibit 4.32 to the Annual Report on Form 20-F filed with the SEC on October 30, 2018, File No. 001-35723)
4.25	Summary translation of the private instrument of commitment to purchase and sale of real properties, dated as of June 13, 2018, by and between Imobiliária Jaborandi Ltda., John Kudiess, Harald Kudiess and Jaborandi Agrícola Ltda. in connection with Fazenda Jatobá (incorporated by reference to Exhibit 4.33 to the Annual Report on Form 20-F filed with the SEC on October 30, 2018, File No. 001-35723)
4.26	Summary translation of the rural partnership agreement, dated as of June 13, 2018, by and between Jaborandi Agrícola Ltda. John Kudiess, Harold Kudiess and Imobiliária Jaborandi Ltda. in connection with Fazenda Jatobá (incorporated by reference to Exhibit 4.34 to the Annual Report on Form 20-F filed with the SEC on October 30, 2018, File No. 001-35723)
4.27	Summary translation of the private instrument of commitment to purchase and sale of real property dated as of April 26, 2018, by and between Imobiliária Araucária Ltda., Fabrício Fries, Diógenes Fries, Vanessa Fries, Celso Fries and BrasilAgro in connection with Fazenda Araucária (incorporated by reference to Exhibit 4.36 to the Annual Report on Form 20-F filed with the SEC on October 30, 2018, File No. 001-35723)
4.28	Summary translation of the private instrument of commitment to purchase and sale of real property, entered into on November 1, 2018, in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.39 to the Annual Report on Form 20-F filed with the SEC on October 30, 2019, File No. 001-35723)
4.29	Summary translation of the rural partnership agreement, entered into on May 7, 2019, in connection with Fazenda Chaparral (incorporated by reference to Exhibit 4.41 to the Annual Report on Form 20-F filed with the SEC on October 30, 2019, File No. 001-35723)
4.30	Summary translation of the rural partnership agreement, entered into on June 13, 2019, in connection with Fazenda Santa Luzia (incorporated by reference to Exhibit 4.42 to the Annual Report on Form 20-F filed with the SEC on October 30, 2019, File No. 001-35723)
4.31	Summary translation of the rural partnership agreement, entered into on June 13, 2019, in connection with Fazenda Jataí II (incorporated by reference to Exhibit 4.43 to the Annual Report on Form 20-F filed with the SEC on October 30, 2019, File No. 001-35723)
4.32	Summary translation of the private instrument of commitment to purchase and sale of real property, entered into on June 28, 2019, in connection with Fazenda Jatobá (incorporated by reference to Exhibit 4.44 to the Annual Report on Form 20-F filed with the SEC on October 30, 2019, File No. 001-35723)

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4.33	Summary translation of the series B subscription agreement, entered into on September 16, 2019 (incorporated by reference to Exhibit 4.47 to the Annual Report on Form 20-F filed with the SEC on October 30, 2019, File No. 001-35723)
4.34	Summary translation of the private instrument of commitment to purchase and sale of real property, entered into on October 29, 2019, in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.46 to the Annual Report on Form 20-F filed with the SEC on October 30, 2020, File No. 001-35723)
4.35	Summary translation of the rural partnership agreement, entered into on December 26, 2019, in connection with Fazenda Serra Grande (incorporated by reference to Exhibit 4.47 to the Annual Report on Form 20-F filed with the SEC on October 30, 2020, File No. 001-35723)
4.36	Summary translation of the private instrument of commitment to purchase and sale of real property, entered into on April 8, 2020, in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.52 to the Annual Report on Form 20-F filed with the SEC on October 30, 2020, File No. 001-35723)
4.37	Summary translation of the private instrument of first amendment to commitment to purchase and sale of real property, entered into on April 8, 2020, in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.53 to the Annual Report on Form 20-F filed with the SEC on October 30, 2020, File No. 001-35723)
4.38	Summary translation of the first amendment to rural partnership agreement, entered into on April 16, 2020, in connection with Fazenda Serra Grande (incorporated by reference to Exhibit 4.55 to the Annual Report on Form 20-F filed with the SEC on October 30, 2020, File No. 001-35723)
4.39	Summary translation of the private instrument of second amendment to commitment to purchase and sale of real property, entered into on June 26, 2020, in connection with Fazenda Araucária (incorporated by reference to Exhibit 4.58 to the Annual Report on Form 20-F filed with the SEC on October 30, 2020, File No. 001-35723)
4.40	Summary translation of the private instrument of commitment to purchase and sale of real property, entered into on June 30, 2020, in connection with Fazenda Jatobá (incorporated by reference to Exhibit 4.59 to the Annual Report on Form 20-F filed with the SEC on October 30, 2020, File No. 001-35723)
4.41	Summary translation of the rural partnership agreement, entered into on June 30, 2020, in connection with Fazenda Jatobá (incorporated by reference to Exhibit 4.60 to the Annual Report on Form 20-F filed with the SEC on October 30, 2020, File No. 001-35723)
4.42	Summary translation of the second amendment to rural partnership agreement, entered into on June 30, 2020, in connection with Fazenda Jatobá (incorporated by reference to Exhibit 4.61 to the Annual Report on Form 20-F filed with the SEC on October 30, 2020, File No. 001-35723)
4.43	Summary translation of the first amendment to rural partnership agreement, entered into on August 10, 2020, in connection with Fazenda Chaparral (incorporated by reference to Exhibit 4.62 to the Annual Report on Form 20-F filed with the SEC on October 30, 2020, File No. 001-35723)
4.44	Summary translation of the rural lease agreement, entered into on June 24, 2016, in connection with Fazenda Rio do Meio (incorporated by reference to Exhibit 4.63 to the Annual Report on Form 20-F filed with the SEC on October 30, 2020, File No. 001-35723)
4.45	Summary translation of the rural lease agreement, entered into on June 24, 2016, in connection with Fazendas Arrojadinho and Rio do Meio (incorporated by reference to Exhibit 4.64 to the Annual Report on Form 20-F filed with the SEC on October 30, 2020, File No. 001-35723)

146

4.46	Summary translation of the private instrument of commitment to purchase and sale of real property, entered into on May 8, 2018, in connection with Fazenda Bananal IX (incorporated by reference to Exhibit 4.65 to the Annual Report on Form 20-F filed with the SEC on October 30, 2020, File No. 001-35723)
4.47	Summary translation of the eighth amendment to agreement to supply sugarcane, entered into by BrasilAgro and Brenco, on June 22, 2020, in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.67 to the Annual Report on Form 20-F filed with the SEC on October 30, 2020, File No. 001-35723)
4.48	Merger Agreement and Other Covenants between BrasilAgro – Companhia Brasileira de Propriedades Agrícolas and Agrifirma Brasil Holding S.A., Agrifirma Brasil Agropecuária S.A., Brasil Agronegócio – Fundo de Investimento em Participações Multiestratégia, Terras Brasil – Fundo de Investimento em Participações Multiestratégia, and certain other parties listed therein, dated as of November 22, 2019 (incorporated by reference to Exhibit 4.68 to the Annual Report on Form 20-F filed with the SEC on October 30, 2020, File No. 001-35723)
4.49	Summary of the Private Instrument for Regulation of Rights and Obligations, entered into on January 7, 2021, in connection with Fazenda Rio do Meio (incorporated by reference to Exhibit 4.72 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
4.50	Summary of the Private Instrument of First Amendment to Regulation of Rights and Obligations, entered into on September 1, 2021, in connection with Fazenda Rio do Meio (incorporated by reference to Exhibit 4.73 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
4.51	Summary of the First Amendment to Rural Partnership Agreement, entered into on Febuary 8, 2021, in connection with Fazenda Jatobá (incorporated by reference to Exhibit 4.74 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
4.52	Summary of the Second Amendment to Rural Partnership Agreement, entered into on May 6, 2021, in connection with Fazenda Jatobá (incorporated by reference to Exhibit 4.75 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
4.53	Summary of the Third Amendment to Rural Partnership Agreement, entered into on September 8, 2021, in connection with Fazenda Jatobá (incorporated by reference to Exhibit 4.76 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
4.54	Summary of the Rural Partnership Agreement, entered into on July 30, 2021, in connection with Fazenda Rio do Meio (incorporated by reference to Exhibit 4.77 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
4.55	Summary of the Rural Partnership Agreement, entered into on July 30, 2021, in connection with Fazenda Chaparral (incorporated by reference to Exhibit 4.78 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
4.56	Summary of the Rural Partnership Agreement, entered into on July 30, 2021, in connection with Fazenda Arrojadinho (incorporated by reference to Exhibit 4.79 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
4.57	Summary of the Private Instrument of Commitment to Purchase and Sale of Real Property, entered into on May 6, 2021, in connection with Fazenda Jatobá (incorporated by reference to Exhibit 4.80 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
4.58	Summary of the Private Instrument of Fiduciary Transfer of Real State Property, entered into on March 3, 2021, in connection with Fazenda Rio do Meio (incorporated by reference to Exhibit 4.81 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
4.59	Summary of the Private Instrument of Fiduciary Transfer of Real State Property, entered into on March 23, 2021, in connection with Fazenda Chaparral and Fazenda Rio do Meio (incorporated by reference to Exhibit 4.82 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
4.60	Summary of the Rural Partnership Agreement, entered into on May 12, 2021, in connection with Fazenda Chaparral (incorporated by reference to Exhibit 4.83 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
4.61	Summary of the Private Instrument of Commitment to Purchase and Sale of Real Property, entered into on September 1, 2021, in connection with Fazenda Rio do Meio (incorporated by reference to Exhibit 4.84 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
4.62	Summary of the Private Instrument of Third Amendment to Commitment to Purchase and Sale of Real Property, entered into on May 19, 2021, in connection with Fazenda Araucária (incorporated by reference to Exhibit 4.85 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)

147

4.63	Summary of the Private Instrument of First Amendment to Commitment to Purchase and Sale of Real Property, entered into on May 6, 2021, in connection with Fazenda Jatobá (incorporated by reference to Exhibit 4.86 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
4.64	Summary of the Private Instrument of Commitment to Purchase and Sale of Real Property, entered into on September 1, 2021, in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.87 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
4.65	Summary of the Second Amendment to Rural Partnership Agreement, entered into on April 16, 2020, in connection with Fazenda Serra Grande (incorporated by reference to Exhibit 4.88 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
4.66	Share Purchase Agreement between BrasilAgro – Companhia Brasileira de Propriedades Agrícolas, Agrifirma Agro Ltda., Imobiliária Engenho de Maracajú Ltda., Agropecuária Santa Cruz de la Sierra S.A., Alafox S.A., Sedelor S.A., Helmir S.A., Codalis S.A. and, as intervening consenting parties, Agropecuaria Acres del Sud S.A., Ombu Agropecuaria S.A., Yatay Agropecuaria S.A. and Yuchan Agropecuaria S.A., and, as guarantor, Cresud S.A.C.I.F.Y.A, dated as of December 23, 2020 (incorporated by reference to Exhibit 4.90 to the Annual Report on Form 20-F filed with the SEC on October 29, 2021, File No. 001-35723)
4.67	English translation of the Long-Term Stock-Based Incentive Program No. 2 Approved at the Board of Directors’ Meeting of BrasilAgro – Companhia Brasileira de Propriedades Agrícolas Held on May 6, 2021 (incorporated by reference to Exhibit 4.92 to the Annual Report on Form 20-F filed with the SEC on November 4, 2022, File No. 001-35723)
4.68	Summary of the Rural Partnership Agreement, entered into on July 21, 2022, in connection with Fazenda São Domingos (incorporated by reference to Exhibit 4.93 to the Annual Report on Form 20-F filed with the SEC on November 4, 2022, File No. 001-35723)
4.69	Summary of the Rural Partnership Agreement, entered into on May 25, 2022, in connection with Fazenda Regalito (incorporated by reference to Exhibit 4.94 to the Annual Report on Form 20-F filed with the SEC on November 4, 2022, File No. 001-35723)
4.70	Summary of the Rural Lease Agreement, entered into on April 9, 2020, in connection with Fazenda Nossa Senhora Aparecida (incorporated by reference to Exhibit 4.95 to the Annual Report on Form 20-F filed with the SEC on November 4, 2022, File No. 001-35723)
4.71	Summary of the Private Instrument of Commitment to Purchase and Sale of Real Properties, entered into on September 1, 2021, in connection with Fazenda São Simão (incorporated by reference to Exhibit 4.96 to the Annual Report on Form 20-F filed with the SEC on November 4, 2022, File No. 001-35723)
4.72	Summary of the Private Instrument of Commitment to Purchase and Sale of Real Properties, entered into on September 1, 2021, in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.97 to the Annual Report on Form 20-F filed with the SEC on November 4, 2022, File No. 001-35723)
4.73	Summary of the Instrument of Commitment to Purchase and Sale of Real Properties, entered into on September 15, 2021, in connection with Fazenda Panamby (incorporated by reference to Exhibit 4.98 to the Annual Report on Form 20-F filed with the SEC on November 4, 2022, File No. 001-35723)
4.74	Summary of the Private Instrument of Commitment to Purchase and Sale of Real Property, entered into on October, 6, 2022, in connection with Fazenda Marangatú (incorporated by reference to Exhibit 4.75 to the Annual Report on Form 20-F filed with the SEC on October 31, 2023, File No. 001-35723)
4.75	Summary of the Private Instrument of Commitment to Purchase and Sale of Real Property, entered into on November 8, 2022, in connection with Fazenda Rio do Meio (incorporated by reference to Exhibit 4.76 to the Annual Report on Form 20-F filed with the SEC on October 31, 2023, File No. 001-35723)
4.76	Summary of the Private Instrument of Commitment to Purchase and Sale of Real Property, entered into on March 27, 2023, in connection with Fazenda Araucária (incorporated by reference to Exhibit 4.77 to the Annual Report on Form 20-F filed with the SEC on October 31, 2023, File No. 001-35723)
4.77	Summary of the Private Instrument of Commitment to Purchase and Sale of Real Property, entered into on March 29, 2023, in connection with Fazenda Araucária (incorporated by reference to Exhibit 4.78 to the Annual Report on Form 20-F filed with the SEC on October 31, 2023, File No. 001-35723)

148

4.78	Summary of the Private Instrument of Commitment to Purchase and Sale of Real Property, entered into on June 29, 2023, in connection with Fazenda Jatobá (incorporated by reference to Exhibit 4.79 to the Annual Report on Form 20-F filed with the SEC on October 31, 2023, File No. 001-35723)
4.79	English translation of the Long-Term Stock-Based Incentive Program No. 3 Approved at the Board of Directors’ Meeting of BrasilAgro – Companhia Brasileira de Propriedades Agrícolas Held on December 4, 2023
4.80	Summary of the Private Instrument of Commitment to Purchase and Sale of Real Properties, entered into on March 14, 2024, regarding Fazenda Chaparral
4.81	Summary of the Private Instrument of Investment, Share Purchase, and Sale Agreement, entered into on May 20, 2024, related to the Acquisition of Companhia Agrícola Novo Horizonte S.A.
4.82	Summary of the Rural Lease Agreement Regarding Fazenda Zanoni, entered into on August 14, 2020, With Respect to Companhia Agrícola Novo Horizonte S.A.
8.1	List of Subsidiaries
11.1	Code of Conduct of BrasilAgro
11.2	Securities Trading Policy of BrasilAgro
12.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
12.2	Certification of the Chief Financial Officer and Investors Relations Officer pursuant to Section 302 of the Sarbanes-Oxley Act
13.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
13.2	Certification of the Chief Financial Officer and Investor Relations Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
97.1	Incentive Compensation Clawback Policy of BrasilAgro
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension<br> Schema Document.
101.CAL	Inline XBRL Taxonomy Extension<br> Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase<br> Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase<br> Document.
104	Cover Page Interactive Data File (formatted as Inline<br> XBRL and contained in Exhibit 101).

Certain promissory notes and other instruments and agreements with respect to our long-term debt were omitted from the exhibits filed with or incorporated by reference into this annual report, none of which authorizes securities in a total amount that exceeds 10% of our total assets. In addition, certain exhibits to agreements filed with this annual report have been omitted. We hereby agree to furnish to the Commission copies of any such omitted promissory notes, other instruments or agreements and exhibits as the Commission requests.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure, other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

149

SIGNATURES

The registrant hereby certifies that it meets all the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on Form 20-F on its behalf.

BRASILAGRO – COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS
Date: October 31, 2024
/s/ Andre Guillaumon
---	---
Name:	Andre Guillaumon
Title:	Chief Executive Officer
/s/ Gustavo Javier Lopez
Name:	Gustavo Javier Lopez
Title:	Chief Financial Officer and Investor Relations Officer

150

Consolidated

Financial Statements

BrasilAgro

– Companhia Brasileira de Propriedades Agrícolas

For

the years ended of June 30, 2024 and 2023

with

Report of Independent Registered Public Accounting Firm

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Consolidated Financial statements

Years ended June 30, 2024 and 2023

Contents

Report of Independent Registered Public Accounting Firm	F-2
Consolidated financial statements
Consolidated statements of financial position	F-3
Consolidated statements of income	F-5
Consolidated statements of comprehensive income	F-6
Consolidated statements of changes in equity	F-7
Consolidated statements of cash flows	F-8
Notes to the consolidated financial statements	F-9

F-1

Report of Independent RegisteredPublic Accounting Firm

To the Board of Directors

BrasilAgro - Companhia Brasileira de

Propriedades Agrícolas

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of BrasilAgro - Companhia Brasileira de Propriedades Agrícolas (the “Company”) as of June 30, 2024 and 2023, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended June 30, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2024 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers Auditores Independentes Ltda.

São Paulo, Brazil

October 30, 2024

We have served as the Company's auditor since 2021.

F-2

BrasilAgro – Companhia Brasileira de PropriedadesAgrícolas

Consolidated statements of financial position

Years ended June 30, 2024 and 2023

(In thousands of reais, unless stated otherwise)

	Note
Assets
Current assets
Cash and cash equivalents	6.1	170,953	383,837
Marketable securities	6.2	22,941	28,205
Derivative financial instruments	7	31,718	76,815
Accounts receivable and others	8	414,997	430,035
Inventories	9	233,542	213,684
Biological assets	10	210,335	216,924
Total current assets		1,084,486	1,349,500
Non-current asset held for sale		15,004	-
Noncurrent assets
Biological assets	10	26,930	37,305
Restricted marketable securities	6.2	15,720	21,580
Derivative financial instruments	7	6,757	7,032
Accounts receivable and others	8	588,467	486,802
Deferred taxes	18.1	88,031	30,140
Investment properties	11	1,333,540	1,252,712
Transactions with related parties	30	2,968	2,157
Investments	12	2,734	2,591
Property, plant and equipment	13	202,130	155,108
Intangible assets		4,479	1,917
Right-of-use assets	14	233,836	161,231
Total noncurrent assets		2,505,592	2,158,575
Total assets		3,605,082	3,508,075

See accompanying notes.

F-3

BrasilAgro – Companhia Brasileira de PropriedadesAgrícolas

Consolidated statements of financial position

Years ended June 30, 2024 and 2023

(In thousands of reais, unless stated otherwise)

	Note
Liabilities and equity
Current liabilities
Trade accounts payable and others	16	174,302		176,115
Loans, financing and debentures	17	177,311		198,213
Salaries and payroll obligations		20,703		23,405
Derivative financial instruments	7	69,190		22,006
Other liabilities	19	8,357		156,666
Leases payable	15	77,456		55,502
Total current liabilities		527,319		631,907
Noncurrent liabilities
Trade accounts payable and others	16	36,726		31,424
Loans, financing and debentures	17	504,627		356,425
Deferred taxes	18.1	19,719		20,654
Leases payable	15	284,604		261,831
Derivative financial instruments	7	17,878		831
Provision for legal claims	28	699		1,292
Transactions with related parties	30	9,275		6,569
Other liabilities	19	24,556		-
Total noncurrent liabilities		898,084		679,026
Total liabilities		1,425,403		1,310,933
Equity
Capital	20.a	1,587,988		1,587,985
Share issue costs	20.a	(11,343	)	(11,343	)
Capital reserve	20.b	(9,585	)	(13,423	)
Treasury shares	20.f	(43,648	)	(50,807	)
Income reserves		436,761		364,888
Additional dividends proposed	20.d	101,119		256,223
Other comprehensive income	20.e	118,387		63,619
Total equity		2,179,679		2,197,142
Total liabilities and equity		3,605,082		3,508,075

See accompanying notes.

F-4

BrasilAgro – Companhia Brasileira de PropriedadesAgrícolas

Consolidated statements of income

Years ended June 30, 2024, 2023 and 2022

(In thousands of reais, unless stated otherwise)

	Notes
Revenue	22.a	771,126		903,372		1,168,137
Gain on sale of farms	22.b	248,375		346,065		251,534
Changes in fair value of biological assets and agricultural products	10	40,499		78,238		549,764
Adjustment to net realizable value of agricultural products after harvest, net	9.1	(1,091	)	(47,708	)	(50,822	)
Cost of sales	23	(747,019	)	(886,225	)	(1,142,688	)
Gross income		311,890		393,742		775,925
Selling expenses	23	(55,064	)	(41,008	)	(43,578	)
General and administrative expenses	23	(65,534	)	(65,792	)	(55,968	)
Other operating income (expenses), net	25	(5,427	)	(11,049	)	13,829
Share of profit (loss) of a joint venture	12.a	(58	)	(70	)	(31	)
Operating income		185,807		275,823		690,177
Financial income (expenses)
Financial income	26	312,916		330,491		320,177
Financial expenses	26	(307,208	)	(324,605	)	(373,037	)
Profit before income and social contribution taxes		191,515		281,709		637,317
Income and social contribution taxes	18.2	35,352		(13,173	)	(117,217	)
Net income for the year		226,867		268,536		520,100
Basic earnings per share - in Brazilian reais	27	2.2774		2.7178		5.2618
Diluted earnings per share - in Brazilian reais	27	2.2670		2.7028		5.2347

See accompanying notes

F-5

BrasilAgro – Companhia Brasileira de PropriedadesAgrícolas

Consolidated statements of comprehensive income

Years ended June 30, 2024, 2023 and 2022

(In thousands of reais)

	Note
Net income for the year		226,867	268,536		520,100
Other comprehensive income/loss to be reclassified to statement of income for the year in subsequent periods:
Currency translation adjustment of foreign operations	20.e	54,768	(34,068	)	18,265
Total comprehensive income for the year		281,635	234,468		538,365

See accompanying notes.

F-6

BrasilAgro – Companhia Brasileira de PropriedadesAgrícolas

Consolidated statements of changes in equity

Years ended June 30, 2024, 2023 and 2022

(In thousands of reais)

							Capital<br> reserve												Income<br> reserves
	Note	Capital		Share<br> issue costs			Additional<br> paid-in capital			Share-based<br> payments			Effect<br> of reorganization			Treasury<br> shares			Legal<br> reserve		Reserve for investment and expansion			Additional<br> dividends proposed			Other<br> comprehensive income			Retained<br> earnings / accumulated losses			Total<br> equity
At June 30, 2021		1,587,985		(11,343)			(24,982)			1,824			(11,031)			(40,085)			47,417		368,835			184,559			79,422			-			2,182,601
Net income for the year			-		-			-			-			-			-			-		-			-			-			520,100			520,100
Payment of additional dividends			-		-			-			-			-			-			-		-			(184,559	)		-			-			(184,559	)
Payment of interim dividends			-		-			-			-			-			-			-		(200,000	)		-			-			-			(200,000	)
Partial return of shares from Acquisition of Agrifirma			-		-			9,676			-			-			(9,676	)		-		-			-			-			-			-
Share-based compensation plan			-		-			-			3,165			-			-			-		-			-			-			-			3,165
Constitution of legal reserve			-		-			-			-			-			-			26,005		-			-			-			(26,005	)		-
Constitution of reserve for investment and expansion			-		-			-			-			-			-			-		174,095			-			-			(174,095	)		-
Minimum mandatory dividends			-		-			-			-			-			-			-		-			-			-			(123,524	)		(123,524	)
Additional dividends proposed			-		-			-			-			-			-			-		-			196,476			-			(196,476	)		-
Currency translation adjustment of foreign operation			-		-			-			-			-			-			-		-			-			18,265			-			18,265
At June 30, 2022			1,587,985		(11,343	)		(15,306	)		4,989			(11,031	)		(49,761	)		73,422		342,930			196,476			97,687			-			2,216,048
Net income for the year			-		-			-			-			-			-			-		-			-			-			268,536			268,536
Payment of additional dividends			-		-			-			-			-			-			-		-			(196,476	)		-			-			(196,476	)
Payment of interim dividends			-		-			1,046			-			-			(1,046	)		-		-			-			-			-			-
Partial return of shares from Acquisition of Agrifirma			-		-			951			-			-			-			-		-			-			-			-			951
Share-based compensation plan			-		-			-			10,613			-			-			-		-			-			-			-			10,613
Constitution of legal reserve			-		-			-			(4,685	)		-			-			-		-			-			-			-			(4,685	)
Constitution of reserve for investment and expansion			-		-			-			-			-			-			13,427		-			-			-			(13,427	)		-
Minimum mandatory dividends			-		-			-			-			-			-			-		-			-			-			(63,777	)		(63,777	)
Additional dividends proposed			-		-			-			-			-			-			-		(64,891	)		256,223			-			(191,332	)		-
Currency translation adjustment of foreign operation	20.e		-		-			-			-			-			-			-		-			-			(34,068	)		-			(34,068	)
At June 30, 2023			1,587,985		(11,343	)		(13,309	)		10,917			(11,031	)		(50,807	)		86,849		278,039			256,223			63,619			-			2,197,142
Net income for the year			-		-			-			-			-			-			-		-			-			-			226,867			226,867
Additional dividends payment			-		-			-			-			-			-			-		-			(256,223	)		-			-			(256,223	)
Capital increase	20.a		3		-			-			-			-			-			-		-			-			-			-			3
Unlocked of shares from business combination			-		-			14,931			-			-			-			-		-			-			-			-			14,931
Stock compensation plan			-		-			-			1,800			-			-			-		-			-			-			-			1,800
Share-based compensation <br>plan			-		-			-			(8,337	)		-			7,159			-		-			-			-			-			(1,178	)
Payment of charges on <br>compensation plan			-		-			-			(4,556	)		-			-			-		-			-			-			-			(4,556	)
Constitution of legal reserve			-		-			-			-			-			-			11,343		-			-			-			(11,343	)		-
Constitution of reserve for <br>investment and expansion			-		-			-			-			-			-			-		60,524			-			-			(60,524	)		-
Unclaimed dividends			-		-			-			-			-			-			-		6			-			-			-			6
Minimum mandatory dividends			-		-			-			-			-			-			-		-			-			-			(53,881	)		(53,881	)
Additional dividends proposed			-		-			-			-			-			-			-		-			101,119			-			(101,119	)		-
Currency translation adjustment of foreign operation	20.e		-		-			-			-			-			-			-		-			-			54,768			-			54,768
At June 30, 2024			1,587,988		(11,343	)		1,622			(176	)		(11,031	)		(43,648	)		98,192		338,569			101,119			118,387			-			2,179,679

See accompanying notes.

F-7

BrasilAgro – Companhia Brasileira de PropriedadesAgrícolas

Consolidated statements of cash flows

Years ended June 30, 2024, 2023 and 2022

(In thousands of reais)

	Note
CASH FLOW FROM OPERATING ACTIVITIES
Net income for the year		226,867		268,536		520,100
Adjustments to reconcile net income for the year
Depreciation and amortization	23	80,175		88,491		82,614
Gain on sale of farm		(194,842	)	(306,473	)	(140,658	)
Residual value of property, plant and equipment and intangible assets disposed		7,369		5,882		1,586
Write-off of capitalized costs in investment properties		(1,478	)	733		6,743
Share of (loss) profit of a joint venture	12.a	58		70		31
Unrealized loss (gain) on derivatives, net	26	82,600		(34,490	)	(14,241	)
Unrealized foreign exchange loss (gain), monetary variation and financial charges, net		41,225		22,259		18,769
Gain on remeasurement of receivable from sale of farms, net		(72,914	)	47,227		(31,634	)
Effect of share-based incentive plan – ILPA		1,800		5,928		3,165
Deferred income and social contribution taxes	18.2	(58,826	)	(40,051	)	76,194
Changes in fair value of biological assets and agricultural products	10	(40,499	)	(78,238	)	(549,764	)
Adjustments to net realizable value of agricultural products after harvest	9.1	1,091		47,708		50,822
(Reversal of) Allowance for doubtful accounts	23	-		2,093		20
Provision for legal claims	28	(437	)	2,180		19
		72,189		31,855		23,766
Changes in assets and liabilities
Trade accounts receivable		7,462		44,742		(25,715	)
Inventories		(59,446	)	1,372		(74,350	)
Biological assets		69,918		140,483		466,490
Recoverable taxes		(9,668	)	(14,612	)	(612	)
Derivative financial instruments		27,003		(2,099	)	(24,127	)
Other receivables		(24,563	)	36,813		(56,409	)
Trade accounts payable		(28,701	)	(17,380	)	(57,891	)
Related parties		154		(567	)	364
Taxes payable		435		14,711		17,465
Salaries and payroll		(8,662	)	(2,094	)	2,975
Advances from customers		12,052		(108	)	2,820
Leases payable		(7,799	)	(4,082	)	(34,877	)
Other liabilities		37,921		25,908		(5,667	)
Payment of contingencies	28	(156	)	(2,005	)	(347	)
Receivables from the sale of farms		263,825		210,568		-
Acquisitions of investment properties		(102,622	)	(116,997	)	-
Farm acquisitions		(146,948	)	(144,747	)	-
		102,394		201,761		233,885
Income tax and social contribution		(22,972	)	(46,028	)	(28,707	)
Net cash flows from operating activities		79,422		155,733		205,178
CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment and intangible assets		(68,405	)	(60,783	)	(50,843	)
Redemption of marketable securities		40,559		110,962		(36,892	)
Increase in investment and participation		-		4,865		(1,994	)
Net cash flows used in investing activities		(27,846	)	55,044		(89,729	)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from loans, financing and debentures	17	448,057		217,583		60,436
Interest paid on loans, leases, financing and debentures	17	(43,873	)	(30,684	)	(41,697	)
Payment of loans and financing	17	(350,933	)	(127,981	)	(296,555	)
Dividends paid		(319,053	)	(319,975	)	(459,984	)
Capital increase, net of share issue costs	20.a	3		-		-
Net cash flows from (used in) financing activities		(265,799	)	(261,057	)	(737,800	)
Increase/decrease in cash and cash equivalents		(214,223	)	(50,280	)	(622,351	)
Cash and cash equivalents at beginning of year	6.1	383,837		435,493		1,059,107
Effect of exchange rate variation on cash and cash equivalents		1,339		(1,376	)	(1,263	)
Cash and cash equivalents at end of year	6.1	170,953		383,837		435,493

Transactionwith no cash involved:

The Company presents its cash flow statements using the indirect method, which implies that some transactions involving assets and liabilities has no cash effect. In the balance presented under the heading “Additions to fixed assets and intangible assets” for the year ended June 30, 2024, the amount of R$23,852 refers to installment payments, which do not impact the company and consolidated cash flow statements. This value corresponds to the investment made in ratoon crops associated with the acquisition of the new Alto da Serra Farm Partnership.

See accompanying notes.

F-8

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

1.Operations

BrasilAgro

Companhia Brasileira de Propriedades Agrícolas (“BrasilAgro”) or (“Company”) was incorporated on September 23, 2005 and is headquartered at Avenida Brigadeiro Faria Lima, 1309, in São Paulo with branches in the states of Bahia, Goiás, Mato Grosso, Minas Gerais, Maranhão, Piauí and São Paulo, as well as in Paraguay and Bolivia. The Company is the direct and indirect parent company of closely held companies and its corporate purpose is: (i) the commercial exploration, import and export of agriculture activities and inputs, cattle raising and forestry activities; (ii) the purchase, sale and rental of real estate in rural and/or urban areas; and (iii) real estate brokerage involving any type of operations; and management of its own and third-party assets.

The Company and its subsidiaries operate on 21 farms with total area of 266,249 hectares, of which 201,032 hectares are owned and 65,217 hectares are leased. There are eighteen (18) farms in seven states of Brazil, one (1) farm in Paraguay and two (2) farms in Bolivia. The total number does not include the 2,009-hectare area of the Alto Taquari and Rio do Meio farms (1,157 and 852 hectares, respectively) and 4,767, hectares from the acquisition of Primavera Farm, according to Note 2.4. All these farms have negotiated and the transfer of ownership to their buyers has not yet occurred.

2.Main events

2.1.Sales of Farms

Sales of farms in the year ended on June 30, 2024

Chaparral Farm

On March 14, 2024, Subsidiary Imobiliária Cajueiro signed a sales contract for 12,297 hectares (8,757 useful hectares) of Fazenda Chaparral, a property located in the municipality of Correntina – Bahia. The amount to be paid was defined as 3,031,783 bags of soybeans, equivalent to R$415,071 on the date of the transaction. On March 20, 2024, the buyer paid the first installment in the amount of R$53,533, the remaining balance is shown in note 8.1. and will be paid in six fixed annual installments. On June 20, 2024, ownership of the sold area was transferred.

Sales of farms in the year ended on June 30, 2023

Jatobá VII Farm

On June 29, 2023, the subsidiary Imobiliária Jaborandi entered into an agreement for the sale of 4,408 hectares (3,202 arable hectares) of the Jatobá VII Farm, rural property located in the municipality of Jaborandi (Bahia), for 952,815 soybean bags, equivalent to R$121,558 on the transaction date. The transfer of possession of the area sold was on the agreement date.

Araucária VI and VII Farm

The Company signed two sale agreements for the remaining area of 5,517 hectares (4,011 arable hectares) of the Araucária Farm, an agricultural property located in the city of Mineiros, Goiás. Details about the sales follow:

●	On<br>March 28, 2023, 5,185 hectares (3,796 arable hectares) were sold for 3 million soybean bags, equivalent to R$409,328 on the transaction<br>date. Possession of the area sold was transferred on June 15, 2023.
●	On<br>March 29, 2023, 332 hectares (215 arable hectares) were sold for 63,875 soybean bags, equivalent to R$8,508 on the transaction date.<br>Possession of the area sold was transferred on May 31, 2023.
---	---

F-9

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

Rio do Meio II Farm

On November 8, 2022, the subsidiary Agrifirma Bahia entered into an agreement for the sale of 1,964 hectares (1,422 arable hectares) of the Rio do Meio Farm, rural property located in the municipality of Correntina, Bahia, for 414,097 soybean bags, equivalent to R$62,428 on the transaction date. The agreement envisages a timetable for the transfer of possession, with the proceeds being recognized in four phases. The first and second phases were concluded on November 14, 2022 and June 7, 2023, respectively, with the other phases planned for July of each year through 2025.

Marangatu I Farm

On October 6, 2022, the subsidiary Agropecuária Moroti S.A. entered into a sale agreement for 863.3 hectares (498 useful hectares) of the Marangatu Farm (“Marangatu I”), a property located in Mariscal Estigarribia, Boquerón, Paraguay, for US$1,497 thousand (US$3,000 per arable hectare), equivalent to R$7,786 on the sale date. Possession of the area sold was transferred on October 21, 2022.

Sales of farms in the year ended on June 30, 2022

Alto Taquari IV Farm

On September 01, 2021, the Company entered into an instrument for purchase and sale of a 3,723-hectare area (2,694 arable hectares) in Alto do Taquari Farm, a rural property located in the city of Alto Taquari, state of Mato Grosso (MT), for 2,962,974 soybean bags, equivalent to R$591,339 on the transaction date. The parties determined the sale in two (2) phases: 2,566 hectares were delivered in October 2021 and 1,157 hectares will be transferred on September 30, 2024.

Rio do Meio Farm

On December 29, 2021, the Company recognized the sale of 4,573 hectares (2,859 arable hectares) of the Rio do Meio Farm, located in the city of Correntina, state of Bahia (BA). The agreement, signed on September 1, 2021, defined the price of the area at 714,835 soybean bags, which is equivalent to R$130,104 on the transaction date. The payments were divided into 13 installments, with one down payment and 12 semiannual installments due in June and October of each year until October 10, 2027. On December 29, 2021, ownership of the sold area was transferred. In the same agreement, the Company undertook to obtain Vegetation Suppression Authorization (ASV) for a 371-hectare area, with payment established at 100 soybean bags per hectare that is subject to granting of the authorization. This amount will be distributed proportionately to the installments coming due after the sale.

2.2.Acquisition of farm

Panamby Farm

On August 10, 2022, the Company signed a Purchase and Sale Agreement for a total area of 10,844 hectares of the Panamby Farm, a rural property located in Querência, Mato Grosso. The transaction amount was established at R$285,600, equivalent to 302 soybean bags per useful hectare, divided into two installments. On September 12, 2022, the Company paid the first installment of R$144,747 (R$140,000 refers to the principal and R$4,747 to other transaction costs), meeting the conditions to obtain possession of the land. On June 30, 2023, the liability refers to the payment of the second installment maturing on August 21, 2023 of R$142,985 adjusted at present value (Note 19, under “Panamby Farm”). The amount of R$274,172, which includes the value of the farm, other property, plant and equipment and other transaction costs, is recorded under “Acquisitions” and shown in Note 11 and 13.

F-10

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

2.3.Lease

Leases in the year ended on June 30, 2024

Alto da Serra Farm

On March 12, 2024, the agricultural partnership contract was signed with the Alto da Serra farm, located in the municipality of Brotas in the state of São Paulo. The Company will explore an agricultural area of up to 8,160 hectares to produce sugar cane, the contract is valid for 12 years and control was obtained in June 2024.

Leases in the year ended on June 30, 2023

São Domingos Farm

On July 21, 2022, the Company signed an agricultural partnership agreement with the São Domingos Farm, located in Comodoro, Mato Grosso. The Company will explore an arable area of approximately 6,070 hectares under a 12-year agreement and possession will be granted in two phases of 3,035 hectares each, with the first one concluded in December 2022 and the second to be concluded in December 2023.

Leases in the year ended on June 30, 2022

Regalito Farm

On June 1, 2022, the Company entered into an agricultural partnership agreement with Regalito Farm to commercially explore a 5,714-hectare agricultural area. Located in the city of São José do Xingu, state of Mato Grosso, the farm was named Parceria IX and the agreement has duration of 12 years.

Nossa Senhora Aparecida Farm

On June 11, 2022, the Company entered into an agricultural partnership agreement with Nossa Senhora Aparecida Farm to commercially explore a 2,100-hectare agricultural area. Located in the city of São Félix do Araguaia, state of Mato Grosso, and the agreement has duration of six years.

2.4.Other information

Companhia Agrícola Novo Horizonte S.A.

On May 20, 2024, the subsidiary Agrifirma Agro signed a non-binding agreement to acquire all the shares of Companhia Agrícola Novo Horizonte S.A., located in the municipality of Novo São Joaquim, in the state of Mato Grosso. Novo Horizonte is an agricultural company focused on grain production, with 4,767 hectares leased for 16 years, at an average price of 13 bags per hectare. This acquisition is in line with the Group’s strategy of expanding its presence in the sector, increasing market share and optimizing agricultural operations. Among the relevant assets, fixed assets stand out, such as agricultural machinery and irrigation structures, and the lease contract that supports its operations.

The transaction closing term was formalized on August 6, 2024, after the reporting period, but before authorization to issue the financial statements, thus being characterized as a Subsequent Event, as per Note 32.

F-11

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

2.5.Risks linked to climate change

During the year ended June 2024, the Company faced significant weather challenges, which increased uncertainty in estimates. At the beginning of the year, there was a reduction in the planted area in relation to the initial estimate, due to the volatility of commodity prices and adverse weather conditions during the planting window. Grain production was below expectations, which contributed to the drop in revenue, while livestock activity was affected by the reduction in meat production and weight gain per hectare, due to the drought in the northeast region of Brazil, which contributed for a reduction in the biological assets of this segment. In sugarcane fields, there was a decrease in productive potential, caused by water deficit.

However, in some regions such as the Mid-west, there was a 50% increase in the harvest, with positive expectations. In Maranhão, the harvest was postponed taking advantage of the period’s rains, which intensified the use of ripening machines and irrigation management for better results.

3.Material accounting policies

The material accounting policies applied when preparing these financial statements are described below. These policies are being consistently applied in all years presented, unless otherwise stated.

3.1.Basis of preparation

These consolidated financial statements were approved by the Board of Directors on October 29, 2024.

The consolidated financial statements are presented in thousands of Brazilian Reais, except where otherwise stated. Some of the totals presented in these financial statements may not cast due to rounding.

The consolidated financial statements have been prepared and are presented in accordance with International Financial Reporting Standards (IFRS Accounting Standards), issued by the International Accounting Standards Board (IASB). All the references to IFRS Accounting Standards in these financial statements correspond to the IFRS Accounting Standards as issued by the IASB.

The consolidated financial statements have been prepared on the historical cost basis, except where otherwise stated, as described in the summary of significant accounting policies.

Management has not identified any significant uncertainty as to the Company’s ability to continue as a going.

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires that Management use judgment in the process of application of the Company’s accounting policies. Those areas requiring a higher level of judgment and with more complexity, as well as the areas in which assumptions and estimates are significant for the financial statements, are disclosed in Note 4.

Non-financial data included in these financial statements, such as sales volume, planted and leased area, number of farms, were not audited by the independent auditors.

F-12

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

Basis of consolidation

The consolidated financial statements comprise the financial statements of BrasilAgro and its subsidiaries as of June 30, 2024, 2023, and 2022 as described below:

		Ownership %

| | | 2024 | | 2023 | | 2022 | |

| Imobiliária Jaborandi Ltda. | Brazil | | 99.99 | | 99.99 | | 99.99 |

| Imobiliária Cremaq Ltda. | Brazil | | 99.99 | | 99.99 | | 99.99 |

| Imobiliária Engenho Ltda. (c) | Brazil | | - | | - | | 99.99 |

| Imobiliária Araucária Ltda. | Brazil | | 99.99 | | 99.99 | | 99.99 |

| Imobiliária Mogno Ltda. | Brazil | | 99.99 | | 99.99 | | 99.99 |

| Imobiliária Cajueiro Ltda. | Brazil | | 99.99 | | 99.99 | | 99.99 |

| Imobiliária Ceibo Ltda. | Brazil | | 99.99 | | 99.99 | | 99.99 |

| Imobiliária Flamboyant Ltda. | Brazil | | 99.99 | | 99.99 | | 99.99 |

| Palmeiras S.A. | Paraguay | | 99.99 | | 99.99 | | 99.99 |

| Agropecuaria Morotí S.A. | Paraguay | | 99.99 | | 99.99 | | 99.99 |

| Agrifirma Agro Ltda. | Brazil | | 99.99 | | 99.99 | | 99.99 |

| Agrifirma Bahia Agropecuária Ltda.(a) | Brazil | | 99.99 | | 99.99 | | 99.99 |

| I.A. Agro Ltda. (a)(b) | Brazil | | - | | - | | 99.99 |

| Agropecuaria Acres Del Sud S.A. | Bolivia | | 100 | | 100 | | 100 |

| Ombú Agropecuaria S.A. | Bolivia | | 100 | | 100 | | 100 |

| Yuchán Agropecuaria S.A | Bolivia | | 100 | | 100 | | 100 |

| Yatay Agropecuaria S.A. | Bolivia | | 100 | | 100 | | 100 | | (a) | Subsidiaries of Agrifirma – indirect control. | | --- | --- | | (b) | Merged into the subsidiary Agrifirma Bahia on May 2, and July,23, 2022. | | --- | --- | | (c) | Company dissolved on October 6, 2022, see note 12. | | --- | --- |

The subsidiaries are consolidated from the date of acquisition and consolidation ceases when the Company loses control. The financial statements of the subsidiaries are prepared for the same reporting period of BrasilAgro, using consistent accounting policies. All intergroup balances, revenues and expenses are fully eliminated in the consolidated financial statements.

3.2.Foreign currency translation

a) Functional and presentation currency

Items included in the financial statements of each of the subsidiaries headquartered in Brazil and the Company are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). For the subsidiaries headquartered in Paraguay, the functional currency is the U.S. dollar, and for the subsidiaries headquartered in Bolivia, the functional currency is the Bolivian boliviano. Therefore, the functional currency of entities based in Brazil and the group’s presentation currency is the Brazilian real (“R$”).

b) Transactions and balances in foreign currencies

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuations when items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of income.

F-13

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

c) Foreign operations

In the preparation of the Company’ financial statements, the financial statements of the companies headquartered abroad, whose functional currency is the U.S. dollar and the Bolivian boliviano, are translated into reais as follows: a) balance sheet at the foreign exchange rate at the year end and b) Statement of income, and cash flows, at the average foreign exchange rate.

The effects of variations in the foreign exchange rate resulting from the translations of foreign operations are presented in “Currency translation adjustment of foreign operations” in the statement of comprehensive income and in the statement of changes in equity

3.3.Investment in joint venture

Our investment in the joint venture Cresca, is recorded under the equity method.

A joint venture is an agreement whereby the parties sharing joint control are entitled to the net assets of the joint ventures. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about relevant activities require the unanimous consent of the parties sharing control.

3.4.Cash and cash equivalents and marketable securities

Cash and cash equivalents include cash, bank deposits and short-term highly liquid financial investments for which there are no fines or other restrictions for their immediate redemption from the issuer of the instrument.

Marketable securities include the financial investments provided as guarantee for loans and financing recorded in current and noncurrent assets based on the maturities of referred to loans and financing.

Cash equivalents and marketable securities are measured at fair value through profit or loss.

Financial investments and repurchase agreements may mature within more than 90 days from the date of contract, and may have repurchase guarantee contractually provided by the financial institution issuing the security, allowing the redemption of securities at the amount originally invested plus interest with no penalty. They are classified as cash and cash equivalents. Investments in deposit certificates that are not eligible for redemption without penalties are held in marketable securities.

Certain debt agreements require the Company to keep marketable securities as guarantee for the outstanding balances. Such investments are linked while held in guarantee. The Company records the purchases and sales of such investments as investment activities in the statement of cash flows.

The fixed income investments are intended to maintain the amounts held by the Company and not yet allocated to rural activities and are governed by a policy approved by the Board of Directors.

3.5.Financial instruments

3.5.1.Classification and measurement

a) Financial assets

Initialrecognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortized cost and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price calculated in accordance with IFRS15.

F-14

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

In order for a financial asset to be classified and measured at amortized cost, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding.

The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognized on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

Subsequentmeasurement

For the purposes of subsequent measurement, the Company’s financial assets are classified as:

i. Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognized in the statement of income.

The Company designates certain financial assets at the initial recognition by the fair value through profit or loss.

This designation cannot be altered later. This category includes marketable securities, derivative financial instruments and receivables from the sale of farms, which consist of debt instruments recognized in the consolidated balance sheet in “Trade accounts receivable”.

Changes in fair value related to credits for the sale of farms designated as fair value through profit or loss are recognized in “Net on remeasurement of receivables from sale of farms” under “Financial income”.

ii. Financial assets at amortized cost (debt instrument).

The Company measures financial assets at amortized cost when of the following conditions are met:

●	The<br>financial asset is maintained within a business model which objective is to hold financial assets for the purpose of receiving contractual<br>cash flows.
●	The<br>contractual terms of the financial asset give rise, on specific dates, to cash flows composed solely of payments of principal and interest<br>on the outstanding principal.
---	---
●	Financial<br>assets at amortized cost are subsequently measured using the effective interest rate method and are subject to impairment. Gains and<br>losses are recognized in statement of income when the asset is derecognized, modified or impaired.
---	---
●	The<br>Company’s financial assets at amortized cost include all trade account receivables, loans with affiliates and marketable securities<br>given as collateral for loans and financing.
---	---

F-15

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

Impairment of financial assets

The following financial assets held by the Company are subject to the model of “expected credit losses:”

●	Accounts<br>receivable from clients from sales of agricultural and cattle products and the sale of farms;
●	Financial<br>assets measured at amortized cost; and
---	---
●	Financial<br>assets measured at fair value through other comprehensive income.
---	---

Although cash and cash equivalents also are subject to impairment requirements under IFRS 9, the impairment losses on these assets are not significant.

Trade accounts receivable and contract assets

The Company applies a simplified approach for IFRS 9 to measure expected credit losses considering an estimate for expected losses over the useful life for all trade accounts receivable and contract assets.

Expected loss rates are based on sale payment profiles during a certain period, respectively, and the corresponding historical credit losses incurred during this period. Historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors that affect the clients’ capacity to settle receivables.

Trade accounts receivable and contract assets are written off when there is no reasonable expectation of recovery. Indications that there is no reasonable expectation of recovery include: incapacity of the debtor to undertake a renegotiation plan of their debt with the Company or to make contractual payments of liabilities overdue more than 90 days.

Impairment losses of trade accounts receivable and contract assets are presented as net impairment losses, under operating profit. Subsequent recoveries of amounts previously written off are credited in the same account.

Financial assets measured at amortized cost and at fair value through other comprehensive income

All investments in bonds at amortized cost and at fair value through other comprehensive income are considered to have low credit risk and the estimate for recognized losses during the period was therefore limited to expected credit losses in 12 months. Management considers “low credit risk” instruments traded in the market if such investment rating is assigned by at least one important rating agency. Other instruments are considered to have low credit risk when they pose a low risk of default and when its issuer has strong capacity to meet its contractual cash flow obligations in the short term.

Estimated losses from investments in bonds at fair value through other comprehensive income are recognized in profit or loss and reduce the fair value loss recognized in other comprehensive income. The result from application of the model of expected credit losses for said financial assets was insignificant.

Other financial assets at amortized cost include bonds that do not pay interest and listed private securities (previously held to maturity), loans to related parties and other accounts receivable. Estimated losses from other financial assets at amortized cost are recognized in profit or loss for the year.

b) Financial liabilities

Initialrecognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or financial liabilities at amortized cost, as appropriate.

F-16

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments.

Subsequentmeasurement

The measurement of financial liabilities depends on their classification, as described below:

i. Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trade when they are incurred for repurchase in the short term. This category also includes derivate financial instruments contracted by the Company that are not designated as hedge instruments under the hedge relations established under IFRS 9.

Gains and losses with held-for-trading liabilities are recognized in the statement of income.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied.

ii. Financial liabilities at amortized cost

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate (EIR) method. Gains and losses are recognized in statement of income when the liabilities are derecognized as well as through the EIR amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of income.

This category generally applies to interest-bearing loans and borrowings. For more information, see Note 17.

3.6.Derivative financial instruments

The Company uses derivative financial instruments, such as future exchange contracts, interest rate swaps and forward commodity contracts, to protect against risks related to exchange rates, interest rates and commodity prices, respectively. Derivative financial instruments are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The derivatives are recorded as financial assets when their fair value is positive and as financial liabilities when their fair value is negative.

Although the Company uses derivative financial instruments for economic hedge purposes, it has not applied hedge accounting.

Any gains or losses arising from changes in the fair value of derivatives during the year are recognized immediately in the statement of income (Note 26). The fair value of derivative financial instruments is disclosed in Note 7.

F-17

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

3.7.Trade receivables

Trade receivables are amounts due from customers for merchandise and farms sold in the ordinary course of business. If collection is expected in one year or less, trade receivables are classified as current assets, otherwise, they are presented as non-current assets.

Trade receivables not related to the sale of farms are initially recognized at fair value, and subsequently, measured at amortized cost under the effective interest rate method, less for expected credit losses, as appropriate.

Trade receivables related to the sale of farms for which the amount of cash receivable is contractually determined in Reais, equivalent to a quantity of soybean bags at the sale date, are designated at fair value through profit or loss upon initial recognition. The amount of the receivable is subsequently remeasured at each balance sheet date by applying to the contractual committed quantity of soybean bags by the quotation of soybean for future delivery at the maturity date of each installment (or based on estimates and quotations of brokers when there is no quotation of soybean for future delivery on a specific maturity date) and by translating the resulting U.S. dollars amount to Reais using the U.S. dollar exchange rate for future delivery on the same maturity date (considering that future soybean quotations are denominated in U.S.dollar) and finally discounting the resulting amount to present value. The gain (loss) on remeasurement of the receivable is recognized in financial income and expenses under “Gain (loss) on remeasurement of receivables from sale of farms” (Note 26).

3.8.Inventories

Agricultural products are measured at fair value less selling expenses. They are reclassified from biological assets to inventories at the time they are harvested.

Seeds, manures, fertilizers, pesticides, fuel, lubricants, warehouse and sundry materials are measured at average acquisition cost.

Upon identification of the loss of quality of products which affect their sales (either due to storage, load, transportation and other events related to the operation), these products are counted and physically segregated.

An adjustment to net realizable value of agricultural products is recognized when the fair value recorded in inventories is higher than the net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs to sell. Adjustments to net realizable value are recognized in the statement of income in “Adjustment to net realizable value of agricultural products after harvest”.

3.9.Biological assets

The Company’s biological assets consist mainly of the cultivation of soybean, corn, beans, cotton, sugarcane and beef cattle (or cattle production), which are measured at fair value less costs to sell.

Agricultural activity

The fair value of biological assets is determined upon their initial recognition and at each subsequent balance sheet date. Gains and losses arising from the changes in fair value of biological assets is determined as the difference between fair value and the costs incurred in the plantation and treatment of crops of biological assets and agricultural products at the balance sheet date and are recorded in the statement of income in “Changes in fair value of biological assets”. In certain circumstances, the estimated fair value less cost to sell approximate cost incurred at that moment, especially when only a minor biological transformation has taken place or when no material impact is expected from that biological transformation on the price.

F-18

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

The sugarcane crops productive cycle is five years on average, and for a new cycle to start depends on the completion of the previous cycle. In this regard, the current cycle is classified as biological asset in current assets, and the amount of the constitution of the bearer plant (bearer of the other cycles) are classified as permanent culture in property, plant and equipment. The calculation methodology used to estimate the fair value of the biological asset “sugarcane” was the discounted cash flows at a rate reflecting the risks and the terms of the operation. As such, the Company projected the future cash flows in accordance with the projected productivity cycle, taking into consideration the estimated useful life of each area, the prices of Total Sugar Recoverable (“ATR”), estimated productivity and the related estimated costs of production, including the cost of land, harvest, loading and transportation for each hectare planted.

The soybean, corn and cotton are temporary cultures, in which the agricultural product is harvested after a period of time from 90 to 240 days after the planting date, depending on the cultivation, variety, geographic location and climate conditions. The calculation methodology used to estimate the fair value of the grains was the discounted cash flows at a rate reflecting the risk and terms of operations. As such, we projected the future cash flows taking into consideration the estimated productivity, costs to be incurred based on the Company’s budget or on new internal estimates and market prices. The commodities’ prices were obtained from quotes on the following boards of trade: CBOT (“Chicago Board of Trade”), B3 (Bolsa, Brasil, Balcão), and NYBOT (“New York Board of Trade”). For the agricultural products not quoted, we used the prices obtained through direct market surveys or disclosed by specialized companies. We considered the related logistic expenses and tax discounts in order to arrive at the prices of each of these products in each production unit of the Company.

As mentioned above, the fair value of the biological assets disclosed in the balance sheet was determined using valuation techniques – the discounted cash flows method. The data used in these methods is based on the information observed in the market, whenever possible, and if unavailable, a certain level of judgment is required to establish such fair value. Judgment is used to determine the data to be used, e.g. price, productivity and production cost. Changes in the assumptions on these inputs might affect the fair value of biological assets.

Cattle raising activity

In 2016, the Company started raising cattle. In Brazil, the main activity consists of producing and raising cattle, which characterizes the activity as bearer. In Paraguay, the main activity is raising and selling cattle, which characterizes the activity as consumable.

For segregation purposes, when applicable, the Company classifies its cattle herd into: consumable cattle (current assets), which can be sold as a biological asset for meat production; and bearer cattle (non-current assets), which is used in farm operations to generate other biological assets. On June 30, 2023, the Company only had bearer and consumable cattle, which includes calves, heifers, pregnant heifers, pregnant cows, steers and bulls.

The fair value of beef cattle is determined based on market prices, given the existence of an active market. Gain or loss from changes in the fair value of beef cattle is recognized in statement of income for the period (Note 10). The Company considered the prices in the cattle market in Bahia state and in Boqueron (Paraguay), considered the principal market, and the metrics used in the market.

Accordingly, consumable cattle and bearer cattle are measured based on observable market prices, weight, and age of the animals.

F-19

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

3.10.Investment properties

The Company’s business strategy aims mainly at the acquisition, development, exploration and sale of rural properties where agricultural activities can be developed. The Company acquires rural properties believed to have significant potential of appreciation in value by means of maintenance of assets and development of profitable agricultural activities. By acquiring rural properties, the Company seeks to implement higher value added crops and transform these rural properties with investments in infrastructure and technology, in addition to entering into lease contracts with third parties. Based on this strategy, whenever the Company considers that its rural properties are profitable, it sells these rural properties to realize capital gains.

The land of rural properties purchased by the Company is measured at acquisition cost, which does not exceed its net realizable value, and is presented in “Non-current assets”. The fair value of each property is disclosed in Note 11.

Buildings, improvements and opening of areas in investment properties are measured at historical cost, less accumulated depreciation, following the same criteria described for property, plant and equipment in Note 3.11.

3.11.Property, plant and equipment

Property, plant and equipment is measured at historical cost less accumulated depreciation. Historical cost includes expenditures directly attributable to the acquisition of the items. Historical cost also includes borrowing costs related to the acquisition of qualifying assets.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be reliably measured. All other repair and maintenance costs are recognized in statement of income, as incurred.

Depreciation is calculated using the straight-line method over their estimated useful lives, at the depreciation rates described below:

	Annual<br> depreciation rates %
	2024		2023		2022
Buildings and improvements		3		3		3
Equipment and facilities		7		7		7
Vehicles and agricultural machinery		7		7		7
Furniture and fixtures		10		10		10
Opening of areas		5		5		5
Permanent cultures		-		-		20

The residual amount and useful lives of property, plant and equipment are revised and adjusted, if appropriate, at the end of each year.

An asset carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount exceeds its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the sale price with the carrying amount and are recognized in “Other operating income (expenses), net” in the statement of income.

3.12.Intangible assets

Intangible assets include software license and are amortized over their estimated useful life of 5 years. Costs associated with software maintenance are recognized as an expense as incurred.

The Company has no intangible assets with indefinite useful life.

F-20

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

3.13.Impairment of non-financial assets

Pursuant to IAS 36 – Impairment of Assets, assets with finite useful lives are reviewed for impairment indicators on each balance sheet date and whenever events or changes in circumstances indicate that the book value may not be recoverable. If any indication exists, the assets are tested for impairment. An impairment loss is recognized for the difference between the asset’s carrying amount and its recoverable amount.

On June 30, 2024, 2023 and 2022, no indication of impairment of assets was identified.

3.14.Trade accounts payables

Trade account payables are obligations to pay for goods or services acquired from suppliers in the ordinary course of business. Trade accounts payables are classified as current liabilities if payment is due within one year or less, otherwise they are classified as non-current liabilities.

3.15.Loans, financing and debentures

Loans, financing and debentures are recognized initially at fair value, net of transaction costs incurred, and subsequently carried at amortized cost. Any difference between the proceeds (net of transaction costs) and the settlement value is recognized in the statement of income over the agreement period using the effective interest rate method.

Fees paid to obtain lines of credit are recognized as transaction costs to the extent that it is probable that part or all of the line will be used. In this case, fees are deferred until disbursement occurs. When there is evidence of the probability of disbursement of part or all of the loan, the fee is capitalized as a prepayment of liquidity services and amortized over the period of the loan to which it relates.

Loans, financing and debentures are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months or longer after the balance sheet date.

3.16.Provisions

Provisions are recognized when the Company has a present, legal or constructive obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.

Contingent liabilities arising from labor, tax, civil and administrative claims are recorded at their estimated amount when the likelihood of loss in considered probable (Note 4.a).

3.17.Current and deferred income tax and social contribution

(a) Current income tax and social contribution

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Company operates and generates taxable income. As allowed by the Brazilian tax legislation, certain subsidiaries opted for a tax regime under which taxable profit is computed as a percentage of revenues. Under this regime, taxable profit for income and social contribution tax is calculated by applying a rate of 8% and 12% on gross revenue, respectively, on which the statutory rates for income and social contribution tax are applied.

F-21

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

(b) Deferred income tax and social contribution

Deferred income taxes are recognized for temporary differences between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. A deferred income tax liability is recognized for all the temporary differences, whereas deferred income tax assets are only recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized, including the recognition of a deferred tax asset related to unused tax loss carryforwards. Deferred tax assets and liabilities are classified as non-current. Deferred income tax related to items directly recognized in equity are also recognized in equity.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. In Brasil such rates are 25% for income tax and 9% for social contribution tax (Note 18).

3.18.Employee benefits

a) Share-based payments

The Company operates a number of equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options and shares) of the Company.

The cost of transactions settled with shares is recognized as expense for the year, jointly with a corresponding increase in equity during the year in which the conditions of performance and/or provision of services are met. The accumulated expenses recognized in connection with the equity instruments on each base date, until the date of acquisition, reflect the extent to which the acquisition period has expired and the best estimate of the Company as to the number of equity instruments to be acquired.

The expense or reversal of expenses for each year represents the changes in accumulated expenses recognized in the beginning and end of the year. Expenses related to services that did not complete their acquisition period are not recognized, except for transactions settled with shares in which the acquisition depends on a market condition or on the non-acquisition of rights, which are treated as acquired, irrespective of whether the market condition or the condition of non-acquisition of rights is fulfilled or not, provided that all other conditions of performance and/or provision of services are met.

When an equity instrument is modified, the minimum expense recognized is the expense that would have been incurred if the terms had not been modified. An additional expense is recognized in case the modification raises the total fair value of the consideration paid for such shares or that otherwise benefits, as measured on the date of modification.

If an equity instrument is canceled, such instrument is treated as if it was fully acquired on the date of cancellation, and any expenses not yet recognized, relating to the premium, are recognized immediately in the statement of income of the year.

F-22

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

This includes any premium whose non-acquisition conditions under the control of the Company or the employee are not met. However, if the canceled plan is replaced by a new plan and substitute grants are generated, on the date it is granted, the canceled grant and the new plan will be treated as a modification of the original grant, as described in the previous paragraph. All cancellations of transactions with share-based payments will be treated the same.

b) Profit sharing

The Company provides employees a profit-sharing program, under which all of the employees have the right to receive annual bonuses based on the Company’s consolidated financial and operational results, and also on personal goals set for individual employees. Profit sharing is recognized at year end, when the amount can be reliably measured by the Company.

3.19.Capital

Common shares are recorded in equity. Incremental costs directly attributable to issue new shares or options are shown in equity as a deduction of the issued amount, net of taxes.

3.20.Revenue from contracts with customers

Revenue comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the Company’s activities. Revenue is presented net of taxes, returns and discounts.

The Company recognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Company’s activities, as described below. The Company’s estimates are based on past experience, taking into consideration the type of customer, the type of transaction and transaction specifics.

The Company applies the model of IFRS 15 to measure and account for revenue from contracts with clients, which establishes the recognition of revenue in an amount that reflects the Company’s expected consideration in exchange for the transfer of good or services to a client. The model is based on five steps: i) identification of the contracts with customers; ii) identification of the performance obligations within the agreements; iii) determination of the transaction price; iv) allocation of the transaction price to the performance obligations within the agreements; and v) recognition of revenue when the performance obligation is fulfilled.

a) Sale of goods

Revenue from sales of grains and sugarcane sales is recognized when performance obligations are met, which consists of transforming the significant risks and benefits of ownership of the goods are transferred to the purchaser, usually when the products are delivered to the purchaser at the determined location, according to the agreed sales terms.

In the case of grains, the Company normally enters into forward contracts under which the Company is entitled to determine the sale price for the total or partial volume of grains sold, through the delivery date, based on formulas contractually agreed upon. In some cases, the formulas used to determine the sales price are estated in U.S. Dollars.

The Reais amount is also contractually determined, which is based on the exchange rate applicable a couple of days prior to settling the transaction. The price can also be adjusted by other factors, such as humidity and other technical characteristics of grains.

F-23

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

With regard to the sale of sugarcane, the Company normally enters into sale agreements for future deliveries, in which data such as volume and minimum ATR are pre-fixed. The pricing of sugarcane considers the quantity of ATR per ton of sugarcane delivered, and the ATR index price, which is disclosed every month by Sugarcane Producers Council (Consecana).

Upon the delivery of grains, revenue is recognized based on the price determined for each client considering the foreign exchange rate on the delivery date when applicable. After the grains are delivered to the client, the quality and final weight are assessed, and the final price of the transaction is agreed upon, which result in adjusting the original contractual amounts, and any foreign exchange rate variation through the settlement date.

b) Sale of farms

Revenue from sale of farms is not recognized until performance obligations are met, which consists of: (i) the sale be in completed, (ii) the Company has determined that it is probable the buyer will pay, (iii) the amount of revenue can be measured reliably, and (iv) the Company has transferred all risks and rewards to the buyer, and does not have a continuing involvement. Usually this coincides with the buyer making the first down payment, moment when the transfer of possession is completed, according to the contractual terms.

The result from sales of farms is presented in the statement of income as “Gain on sale of farms” net of the related cost.

c) Sales of beef cattle

Revenue from the sale of beef cattle is recognized when performance obligations are met, which consists of transferring the material risks and the benefits of cattle ownership to the buyer, usually when the cattle is delivered to the buyer at the specified place, in accordance with the terms of the sale agreed upon.

As for the sale of beef cattle, the Company’s operation consists basically of a project involving the production and sale of beef calves after weaning (this process is called rearing). However, some animals that prove to be infertile may be sold to meat packers for slaughtering. At Paraguay operations, the project consists in fattening and selling these animals for slaughtering. The pricing for sale of cattle is based on the market price of the arroba of fed cattle in the respective market (the arroba price is verified on the transaction date), the animal weight, plus the premium related to the category. The sale of cattle in Brazil and Paraguay operations, in turn, considers the price of the arroba of fed cattle or heifer/cow on the date of sale in the respective market, applied to carcass yields.

3.21.Financial income and expenses

Includes interest and foreign exchange variations arising from loans and financing contracts, marketable securities, trade accounts receivable, gain and losses on remeasurement of receivables from sale of farms and machinery, gains and losses for changes in fair value of derivative financial instruments, as well as discounts obtained from suppliers for the prepayment trade accounts payable.

3.22.Leases

The Company has agreements for land leases and agricultural partnerships, as well as service agreements. Accordingly, the Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

F-24

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

Company as lessee

The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

Right-of-use assets

The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.

Right-of-use assets are depreciated on a straight-line basis over the lease period.

Lease liabilities

At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of the lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate.

Variable lease payments that do not depend on an index or rate are recognized as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurred.

In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, change in the lease term, change in lease payments (e.g., changes to future payments resulting from a change in the index or rate used to determine such lease payments) or changes in the assessment of an option to purchase the asset.

Short-term leases and low-value asset leases

The Company applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.

Company as lessor

Leases in which the Company does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms and is included in revenue in the income statement due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the period in which they are earned.

F-25

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

3.23.Distribution of dividends

Distribution of dividends to the Company’s stockholders are recognized as a liability in the Company’s financial statements at year-end based on the Company’s articles of incorporation. Any amount that exceeds the minimum legally required is only approved at the shareholders’ general meeting according to the proposal submitted by the Board of Directors. The tax benefit of interest on equity is recognized in the statement of income.

3.24.Adjustment to present value – assets and liabilities

Assets and liabilities arising from long-term operations and short-term operations for which the financing component could have a material effect, are adjusted to present value.

Accordingly, certain elements of assets and liabilities are adjusted to present value, based on discount rates, which aim to reflect the best estimates of time value of money.

The discount rate used varies depending on the characteristics of the assets and liabilities including the risk and terms of the specific item, and it is based on the average rate of loans and financing obtained by the Company, net of inflationary effects.

3.25.Basic and diluted earnings (loss) per share

Basic earnings (loss) per share is calculated by dividing the available profit by the weighted average number of common shares outstanding during the year.

Diluted earnings per share is calculated by dividing the available profit by the weighted average number of common shares outstanding during the year plus the weighted number of additional shares that would be issued if a conversion of all dilutive potential common shares into common shares existed, such as stock options and warrants.

3.26.Statement of cash flows

Interest paid is classified as cash flows from financing activities since it represents costs for obtaining financial resources and are not considered cash flows from operating activities of the Company.

3.27.Non-financial obligations

The non-financial obligations refer to commitments for the delivery of agricultural products, such as soybeans or sugarcane, in lieu of cash payment in agricultural partnerships or asset acquisitions. This practice is common in the agribusiness sector, where, instead of cash payments, settlement occurs through the delivery of agricultural products produced by the Company.

Initial recognition: The liability is initially recognized at its fair value on the date the commitment to deliver is formalized. This value is determined based on the market price of the agricultural products at the contract date, adjusted for the specific conditions of the operation and the relevant commercial market.

F-26

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

Remeasurement: The obligations are reassessed at each reporting date based on their fair value, considering the market price of the products at the financial statement closing date. Changes in the fair value of these obligations are recognized in financial income or the Right of Use, in accordance with IFRS 16 - Leases. These adjustments reflect fluctuations in the agricultural market, providing a more accurate estimate of the liability’s value.

Payment: Delivery of the agricultural products is made in accordance with the terms of the contract, replacing cash payment. The value of the liability is settled upon delivery of the agreed-upon products, with adjustments made to the liability account based on its fair value.

The Company considers the delivery of agricultural products, instead of cash payment, to be a common and essential practice for financing partnerships and maintaining operations. As such, the obligations arising from this practice are treated as non-financial obligations, accurately reflecting the economic substance of the transactions.

3.28.Business combinations

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. Acquisition-related costs are expensed as incurred and included in administrative expenses.

When the Company acquires a business, the Company evaluates the financial assets and liabilities assumed for appropriate classification and allocation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.

Any contingent consideration to be transferred by the acquiring company will be recognized at fair value on the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 Financial Instruments, is measured at fair value with the changes in fair value recognized in the income statement in accordance with IFRS 9.

Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Company re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognized in profit or loss.

3.29.Non-current assets held for sale

The Company classifies non-current assets as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense.

The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification.

Assets and liabilities classified as held for sale are presented separately in the statement of financial position.

F-27

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

3.30.Fair value measurement

The Company measures financial instruments (such as derivatives) and non-financial instruments (such as biological assets) at fair value on each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

●	in<br>the principal market for the asset or liability; or
●	in<br>the absence of a principal market, in the most advantageous market. The principal or more advantageous market must be accessible by the<br>Company.
---	---

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure the fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

●	Level<br>1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
●	Level<br>2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly<br>observable; and
---	---
●	Level<br>3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
---	---

For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

F-28

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

3.31.New standards, amendments and interpretations

The following alterations in standards were issued by the IASB but have not become effective for fiscal year 2024. Early adoption of standards, although encouraged by IASB, is not allowed in Brazil.

●	Amendment<br>to IAS 21- “Effect of changes in exchange rates: Lack of interchangeability”: IAS 21 includes guidance on the exchange rate<br>to be used when the lack of exchangeability between two currencies is temporary, but is silent when there is lack of exchangeability<br>for a long period, the change also requires the disclosure of information that allows understanding how the currency that cannot be exchanged<br>for another currency affects the financial performance and cash flows of the entity. The Standard will come into force from January 1,<br>2025.
●	IFRS<br>19 – Subsidiaries Without Public Responsibility: The IASB issued a new Accounting Standard, IFRS 19, which aims to simplify and<br>reduce costs in the preparation of subsidiaries’ financial statements, by allowing their disclosures to be standardized to Accounting<br>Standards reported, in a way that meets the needs of the controller as well as the users of the information. The Standard will come into<br>force from January 1, 2027.
---	---
●	Replacement<br>of IAS 1 / IFRS 18 – Presentation of Financial Statements: issued in April 2024, the new standard introduces three new categories<br>to improve the disclosure of financial performance, providing more transparency and comparability to users of financial statements. This<br>change will come into force in 2027.
---	---

The standards above do not have a significant impact on the Group’s financial statements.

4.Significant accounting estimates and judgments

Accounting estimates and judgments are continuously assessed and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the current circumstances.

Based on the assumptions, the Company concerning its future. The resulting accounting estimates will, by definition, seldom equal the related actual amounts. The estimates and assumptions that have a significant risk of causing a material misstatement to the carrying amounts of assets and liabilities within the next year are as follows:

a) Contingencies

The Company is party to different legal and administrative proceedings, as described in Note 28. Provisions are set up for all the contingencies related to legal claims that are estimated to represent probable losses (present obligations resulting from past events in which an outflow of resources is probable, and amounts can be reliably estimated). The evaluation of the likelihood of loss is responsibility of the Company and includes the opinion of outside legal advisors.

b) Biological assets

The fair value of biological assets recorded in the balance sheet (Note 9) was determined using valuation techniques, including the discounted cash flow method. The inputs for these estimates are based on those observables in the market, whenever possible, and when such inputs are not available, a certain level of judgment is required to estimate the fair value. Judgment includes considerations on data e.g. price, productivity, crop cost and production cost.

With regard to cattle, the Company values its stock at fair value based on market price publicly available for the region.

F-29

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

c) Accounts receivable - Receivables from sale of farms

The Company sells farms with long term receivables that has amounts linked to the price of soybean bag. Such sales are recorded at present value and later measured by their fair value, with a corresponding entry in financial result. The price of soybean bag considers the following factors: price of soybean on the Chicago Board of Trade (CBOT), basis, port costs, logistics, exchange rate and CDI rate. The Company adopted the basis rates available for up to one year for short- and long-term installments, as there is no long-term reference amount available. Starting from July,1st, 2022, for basis rates, the Management has been considering the following: short-term installments will continue to be adjusted by the available rates, while long-term installments will be adjusted by the average rate of the last four years. The Company believes the new estimates better reflect the liquidity of long-term installments.

d) Variable consideration

In the case of sales for which official measurement during or upon termination of the agreement is mandatory, the Company adopts the variable consideration concept set forth in IFRS 15 – Revenue and does not recognize 2.3% of the sale until the measurement is made. This percentage, whose calculation is based on the highest historical deviation plus a safety margin, represents the risk of proportional reversion upon sale recognition if there is any difference between the area negotiated and the area delivered. The unrecognized portion of revenue (2.3%) is recognized upon completion of the process.

e) Investment properties

The fair value of investment properties disclosed in the notes to financial statements was obtained through the valuation of farms, performed by management or by specialists of an independent company. The valuation was carried out by means of standards practiced in the market considering the characterization, location, type of soil, climate of the region, calculation of improvements, presentation of the elements and calculation of the land value, which may change in relation to these variables.

Methodologyused

At June 30, 2024, investment properties were valued by applying the comparative analysis methodology adjusted by its related features:

(i)	The<br>valuation relied, among other, on the following information: (i) historical information, (ii) location of farms, (iii) total area and<br>its related percentages of opening and use;
(ii)	The<br>market value presented for the farm corresponds to the portion of bare land, for payment in cash, not including machinery, equipment,<br>agricultural inputs, cultivation. The soil adjustment factor (preparation of land for planting) was considered in the assessment of prices;
---	---
(iii)	The<br>value of land for agriculture, in the surveyed region, is referenced to the price of soybean bag for the Brazilian units, and in U.S.<br>dollars per hectare for the Paraguay and Bolivia units. The unit amounts of the farms for sale (market research) were obtained in soybean<br>bags per hectare or in USD per hectare. Accordingly, the amount in reais (R$) of the property varies directly due to the variation in<br>the soybean price and in the U.S. dollar; and
---	---
(iv)	The<br>soybean price considered at the base date of the work (June 30, 2024) in the Brazilian states was R$104.22 in Bahia, R$105.33 in Maranhão,<br>R$105.67 in Mato Grosso, R$106.40 in Piauí and R$105.67 in Minas Gerais. The closing U.S. dollar rate in the period was R$/USD5.05.<br>This amount represents an average in amounts arbitrated by the real estate market of the region due to the great instability in the amount<br>of soybean bag.
---	---

F-30

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

f) Deferred income tax

The Company recognizes deferred income tax assets and liabilities, as described in Note 18, on tax loss carryforwards and temporary differences between the carrying amount and the tax basis of assets and liabilities using statutory rates. The Company regularly assesses if the deferred income tax assets recognized are recoverable, considering the taxable profit generated in the past as well as the expected future taxable profit, in accordance with a technical feasibility study performed by the Company.

g) Leases

The Company analyzes its agreements in accordance with the requirements of IFRS 16 and recognizes right-of-use assets and lease liabilities for the lease operations under agreements that meet the requirements of the accounting standard. The Management of the Company considers as the lease component only the minimum fixed value for the purpose of measuring the lease liabilities. The measurement of lease liabilities corresponds to the total future payments of leases and rentals, adjusted to present value, considering the nominal discount rate which ranges between 6.56% and 16.76% (6.56% and 16.76% on June 30, 2023).

For the cases where payments are indexed to the soybean bag, future minimum payments are estimated in number of soybean bags and translated into local currency using the soybean price of each region, on the base date of first-time adoption of IFRS 16 and adjusted to the current price at time of payment. Meanwhile, payments indexed to Consecana are stipulated in tons of sugarcane and translated into local currency based on the Consecana price in effect at the time. Payments made in products (soybean bags) are recognized in the statement of cash flow in the operating group.

5.Financial risk management

5.1.Financial risk factors

The Company operates with various financial instruments, including cash and cash equivalents, marketable securities, trade accounts receivables, accounts receivable and others, trade accounts payable, accounts payable for the purchase of farms, loans and financing and derivative financial instruments.

Certain Company’s operations expose it to market risks, mainly in relation to exchange rates, interest rates and changes in the prices of agricultural commodities. As a result, the Company also enters into derivative financial instruments, used to hedge its exposures with respect to crops or with respect to assets and liabilities recognized in the balance sheet, depending on the nature of the specific operation.

Excluding derivative financial instruments, fair value is basically determined using the discounted cash flow method.

The amounts recorded under current assets and liabilities are either highly liquid or mature within twelve months, as such their carrying value approximates their fair value.

F-31

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

5.2.Policies approved by the Board of Directors for the use of financial instruments, including derivatives

The Company’s policies in respect to transactions with financial instruments, which have been approved by the Board of Directors, are as follows: (i) Investment Policy which provides guidelines in respect to Company’s investment of cash, considering the counterparty risk, the nature of instruments and liquidity, among others; (ii) Derivative financial instrument policy which provides guidelines to manage the Company’s exposures to currency risk, interest rate and index risks, and agricultural commodities price risk, always linking the derivative financial instrument to the asset or liability that generates the exposure; and (iii) Risk Policy, which addresses items not covered by the Investment Policy or the Derivative financial instrument Policy including hedge against future cash flows with respect to future production of commodities.

a) Cash and cash equivalents, marketable securities, trade accounts receivable, receivable from sale of farms, loans with related parties and accounts payable. The amounts recorded approximate their estimated fair value.

b) Loans, financing and debentures. The book value of loans, financing and debentures, denominated in reais have its interest rates either fixed or based on the variation of IPCA (Broad National Consumer Price Index) and CDI and exchange rate and approximates their fair value.

5.3.Analysis of exposure to financial asset and liability risks

a) Currency risk

This risk arises from the possibility that the Company may incur losses due to fluctuations in exchange rates, which reduces the nominal amount of assets or increase the amount of liabilities. This risk also arises with respect to commitments to sell products existing in inventories or agricultural products not yet harvested when sales are made at prices to be fixed at a future date, prices which vary depending on the exchange rate.

b) Interest rate and index risk

This risk arises from the possibility that the Company may incur losses due to fluctuations in the interest rates or indices which increase financial expenses related to certain contracts for the acquisition of farms, indexed by inflation, such as the IPCA.

c) Agricultural commodities price risk

This risk arises from the possibility that the Company may incur losses due to fluctuations in the market prices of agricultural products.

5.4.Objectives and strategies of risk management and of use of derivative financial instruments

The Executive Board is responsible for managing financial risks, and evaluates the Company’s exposure to foreign currency risk, interest rate and index risk and agricultural commodities price risk with respect to assets, liabilities and transactions of the Company. Considering the exposure to such risks, Company management evaluates the convenience, cost and availability in the market of derivative financial instruments which allow the Company to mitigate such risks. After such assessment, the Executive Board decides whether to enter into the transaction within the parameters previously approved in the Policies referred to above and reports it in the Board of Directors’ meetings.

F-32

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

5.5.Risks related to each operating strategy

The use of derivative financial instruments as an economic hedge reduce the risks of changes in cash flows arising from risks such as foreign currency, interest rate and price index and agricultural commodities prices.

However, the change in the fair value of the derivative financial instrument may differ from the change in the cash flows or fair value of the assets, liabilities or forecasted transactions which are being hedged, as a result of different factors, such as, among others, differences between the contract dates, the maturity and settlement dates, or differences in “spreads” on the financial assets and liabilities being hedged and the corresponding spreads in the related legs of the swaps. In the case of the derivative financial instruments strategy to hedge recognized assets and liabilities, management believes that the derivative financial instruments present a high degree of protection with respect to the changes in the assets and liabilities being hedged.

In the case of the strategy to hedge forecasted sales of soybean or to hedge accounts payable/receivable, which are susceptible to changes commodity prices, differences may arise due to additional factors, such as differences between the estimated and actual soybean volume to be harvested, or differences between the quoted price of soybean in the international markets where the derivative financial instruments are quoted and the price of soybean in the markets in which soybean is physically delivered/received by the Company. Should the soybean volume effectively harvested be lower than the amount for which derivative financial instruments were contracted, the Company will be exposed to variations in the price of the commodities by the volume hedged in excess and vice-versa should the soybean volume effectively harvested be higher than the hedged volume.

In the case of exposure to exchange rates, there is a risk that the volume of U.S. dollars sold through forward contracts will be higher than the volume to which the Company is exposed. In such case, foreign exchange rates risk continues to exist in the same proportion as the mismatch, which could result from a reduction in the expected yield of a certain commodity or in a reduction in prices denominated in foreign currencies.

5.6.Restrictions related to the use of derivative financial instruments

Additionally, the Company is subjected to credit risk with respect to the counterparty of the derivative financial instrument. The Company has contracted derivative financial instruments either traded in the stock exchanges market or from prime first-tier financial institutions or “trading” companies. The Company understands that, at the balance sheet date, there are no indications of collectability risk with respect to the amounts recognized as assets with respect to derivative financial instruments.

The main restrictions by the Company’s policy are as follows:

●	establishment<br>of policies defined by the Board of Directors;
●	prohibition<br>to enter into derivative financial instruments that have not been approved by the Executive Officers;
---	---
●	maintenance<br>by the Executive Officers of a centralized inventory of outstanding derivative financial instruments contracts;
---	---
●	daily<br>risk report with the consolidated position provided to a company comprising the Executive Officers and designated members of the Board<br>of Directors;
---	---
●	monthly<br>monitoring by the Executive Officers of the fair values as reported by the counterparties as compared to the amounts estimated by management;<br>and
---	---
●	the<br>fair value of the derivative financial instruments is estimated based on the market in which they were contracted and also in which the<br>instruments are inserted.
---	---

F-33

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

5.7.Impact of derivative financial instruments on the statement of income

The gains and losses for changes in the fair value of derivative financial instruments are recognized in the statement of income separately between realized profit and loss (corresponding to derivative financial instruments that have already been settled) and unrealized profit and loss (corresponding to derivative financial instruments not yet settled).

5.8.Estimate of fair value of financial instruments

The fair value of derivative financial instruments traded on stock exchanges (B3 and Chicago Board of Trade) is determined based on the quoted prices at the balance sheet date. To estimate the fair value of derivative financial instruments not traded on stock exchanges the Company uses quotes for similar instruments or information available in the market and uses valuation methodologies widely used and that are also used by the counterparties.

The estimates do not necessarily guarantee that such operations may be settled at the estimated amounts. The use of different market information and/or valuation methodologies may have a relevant effect on the amount of the estimated fair value.

Specific methodologies used for derivative financial instruments entered into by the Company:

●	Derivative<br> financial instruments of agricultural commodities - The fair value is obtained by using various<br> market sources, including quotes provided by international brokers, international banks and<br> available on the Chicago Board of Trade (CBOT).
●	Derivative<br> financial instruments of foreign currencies - The fair value is determined based on information<br> obtained from various market sources including, as appropriate, B3 S.A. – Brasil, Bolsa,<br> Balcão, local banks, in addition to information sent by the operation counterparty.
---	---

a) Sensitivity analysis

Management identified for each type of derivative financial instrument the conditions for variation in foreign exchange rates, interest rates or commodities prices which may generate loss on assets and/or liabilities which is being hedged or, in the case of derivative financial instruments related to transactions not recorded in the balance sheet, in the fair value of the contracted derivatives.

The sensitivity analysis shows the impact from the changes in the market variables on the afore mentioned financial instruments of the Company, considering all other market indicators comprised. Upon their settlement, such amounts may differ from those stated below, due to the estimates used in their preparation.

This analysis contemplates five distinct scenarios that differ due to the intensity of variation in relation to the current market. At June 30, 2024, as reference for probable scenarios I, II, III and IV, a variation in relation to the current market of 0%, -25%, -50%, +25%, +50%, respectively, was considered.

F-34

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

In addition, the Company presents a summary of possible scenarios for the following 12 months of the Company’s financial instruments. Reliable sources of index were used for the rates used in the “probable scenario”.

									Scenario<br> I -					Scenario<br> I - Possible					Scenario<br> II - Remote					Scenario<br> III - Possible					Scenario<br> IV - Remote
(*) annual									Probable					Decrease					Decrease					Increase					Increase
average<br> rates<br><br> Operation	Risk		Notional/<br><br> Position			Rate			Balance<br> (R)		Rate			Balance<br> (R)		-25% <br><br>Rate			Balance<br> (R)		-50% <br><br>Rate			Balance<br> (R)		25% <br><br>Rate			Balance<br> (R)		50%<br> <br><br> Rate
Short-term investments	CDI			-			10.40	%		)		11.19	%		)		8.39	%		)		5.60	%				13.99	%				16.79	%
Cash<br> - USD				869			5.56			)		5.82			)		4.36			)		2.91					7.27					8.73
Total<br> cash, cash equivalents and marketable securities				869						)					)					)
Financing in Paraguay		)		(6,551	)		5.56			)		5.82					4.36					2.91			)		7.27			)		8.73
Financing in Bolivia		)		(1,038	)		5.56			)		5.82					4.36					2.91			)		7.27			)		8.73
Debentures	CDI + IPCA	)		-			10.40	%		)		11.19	%				8.39	%				5.60	%		)		13.99	%		)		16.79	%
Total financing (b)		)		(7,589	)					)															)					)
Araucária VI	Soybean bags			51,830			124.91					124.91			)		93.68			)		62.45					156.14					187.36
Araucária VII	Soybean bags			1,710,000			132.76					132.76			)		99.57			)		66.38					165.95					199.14
Jatobá II	Soybean bags			523,799			128.94					128.94			)		96.71			)		64.47					161.18					193.41
Jatobá III	Soybean bags			199,436			128.94					128.94			)		96.71			)		64.47					161.18					193.41
Jatobá IV	Soybean bags			31,790			127.99					127.99			)		95.99			)		64.00					159.99					191.99
Jatobá V	Soybean bags			178,602			131.18					131.18			)		98.38			)		65.59					163.97					196.77
Jatobá VI	Soybean bags			198,884			135.60					135.60			)		101.70			)		67.80					169.51					203.41
Jatobá VII	Soybean bags			760,032			141.95					141.95			)		106.46			)		70.97					177.43					212.92
Alto Taquari III	Soybean bags			19,478			129.56					129.57			)		97.17			)		64.78					161.96					194.35
Alto Taquari IV	Soybean bags			530,703			122.33					122.33			)		91.75			)		61.17					152.92					183.50
Chaparal I	Soybean bags			2,531,784			151.68					151.68			)		113.76			)		75.84					189.60					227.53
Rio<br> do Meio II	Soybean bags			493,812			134.41					134.41			)		100.81			)		67.21					168.01					201.62
Total<br> receivables from farms (b)				7,230,150											)					)
Derivative operations	Grains			(3,834,668	)		(a)					(a)					(a)					(a)			)		(a)			)		(a)
Derivative operations		)		(107,460	)		(a)			)		(a)					(a)					(a)			)		(a)			)		(a)
Derivative operations	Cotton (lbs)			(6,600	)		(a)					(a)					(a)					(a)			)		(a)			)		(a)
Derivative operations	Ethanol (M^3)			(23,613,700	)		(a)					(a)					(a)					(a)			)		(a)			)		(a)
Derivative operations	Swap (BRL)	)		(25,920	)		(a)			)		(a)					(a)					(a)			)		(a)			)		(a)
Derivative operations	Sugarane (lbs)	)		-			(a)			)		(a)					(a)					(a)			)		(a)			)		(a)
Derivative operations		)		(1,500,000	)		(a)			)		(a)					(a)					(a)			)		(a)			)		(a)
Margin<br> - LFT Socopa and XP	SELIC			-			10.40	%		)		11.19	%		)		8.39	%		)		5.60	%				13.99	%				16.79	%
Total<br> derivatives (a)		)		-						)															)					)
Cresca, net		)		(267	)		5.56			)		5.82					4.36					2.91			)		7.27			)		8.73
Cresud, net		)		(124	)		5.56			)		5.82					4.36					2.91			)		7.27			)		8.73
Helmir,<br> net		)		(966	)		5.56			)		5.82					436					2.91			)		7.27			)		8.73
Total<br> related parties		)		(1,357	)					)															)					)

All values are in US Dollars.

(*)	SOURCE Risks: Bloomberg
(a)	For sensitivity analysis of derivative positions, forward<br>rates and prices at each maturity date of the operation were used, according to the table above.
---	---
(b)	The sensitivity analyses do not consider financing transactions<br>and receivables from farms with fixed rate.
---	---

F-35

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

b) Credit risk

Credit risk refers to the risk of the noncompliance by a counterparty of its contractual obligations, leading the Company to incur financial losses. The risk to which the Company is exposed arises from the possibility of not recovering the amounts receivable from the sale of sugarcane, grains, and from the leasing of land.

To reduce credit risk in commercial transactions, the Company adopts the practice of defining credit limits in which it analyzes factors such as: the counterparty’s history, history of its business, commercial references and Credit Protection Institution (Serasa). The Company also constantly monitors the outstanding balances.

Currently, management does not expect losses due to the default of its counterparties and has no significant exposure to any individual counterparty.

c) Liquidity risk

The table below shows the Company’s financial liabilities by group of maturity based on the remaining period at the balance sheet date up to the contract maturity date. The amounts disclosed in the table are the discounted contractual cash flows, except for “Loans, financing and debentures” and “Leases payable” lines, in addition to the net derivative financial instruments, whose fair value is disclosed.

	Note
At June 30, 2024
Derivative financial instruments	7	87,068	87,068	69,190	17,878	-	-
Lease payables	15	286,605	444,021	75,481	126,840	174,720	66,980
Trade payable	16	67,192	67,192	67,192	-	-	-
Loans, financing and debentures	17	681,938	904,321	205,253	61,007	537,641	100,420
Other liabilities	19	32,913	32,913	8,357	24,556	-	-
Transactions with related parties	30	9,275	9,275	-	9,275	-	-
At June 30, 2023
Derivative financial instruments	7	22,837	22,837	22,006	831	-	-
Lease payables	15	208,767	352,955	53,258	92,732	79,836	127,129
Trade payable	16	61,972	61,972	61,972	-	-	-
Loans, financing and debentures	17	554,638	678,509	218,975	48,461	405,512	5,561
Other liabilities	19	156,666	156,666	156,666	-	-	-
Transactions with related parties	30	6,569	6,569	-	6,569	-	-

F-36

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

5.9.Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for stockholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend paid to stockholders, return capital to stockholders or, also, issue new shares or sell assets to reduce, for example, debt.

Consistent with others in the industry, the Company monitors capital based on the leverage ratio. This ratio is calculated as net debt divided by total equity. Net debt is calculated as total loans, financing and debentures (including “current and noncurrent loans and financing” as shown in the Consolidated statement of financial position), acquisitions payable and derivatives less cash and cash equivalents.

The following table demonstrates the financial debts.


Total derivatives (Note 7)	48,593		(61,010	)
Loans, financing and debentures (Note 17)	681,938		554,638
Total acquisitions payable (Note 19)	32,913		156,666
	763,444		650,294
Less: cash and cash equivalents (Note 6.1)	(170,953	)	(383,837	)
Less: marketable securities (Notes 6.2)	(38,661	)	(49,785	)
	(209,614	)	(433,622	)
Net debt (net cash)	553,830		216,672
Total equity	2,179,679		2,197,142
Leverage ratio	25.41	%	9.86	%

5.10.Fair value hierarchy

The carrying amount (less impairment) of trade accounts receivable and payables approximate their fair values. The fair value of financial liabilities, for disclosure purposes, is estimated by discounting the future contractual cash flows at the current market interest rate that is available for similar financial instruments.

The Company adopted IFRS 7 and IFRS 13 for financial instruments that are measured in the balance sheet at fair value; this requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

●	Quoted prices (unadjusted) in active markets for identical<br>assets or liabilities (Level 1).
●	Inputs other than quoted prices included within level 1 that<br>are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).
---	---
●	Inputs for the asset or liability that are not based on observable<br>market data (that is, unobservable inputs) (Level 3).
---	---

F-37

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

The following table presents the Company’s assets and liabilities, their classification and the fair value, as well as the level of hierarchy:

****	June 30, 2024
Consolidated - R$ thousand	Note	Book value		Fair value		Quoted prices<br><br> in active<br><br> markets<br><br>(Level 1)		Significant<br><br>observable<br><br>data <br><br>(Level 2)		Significant<br><br>non-observable<br><br>data <br><br>(Level 3)
Financial assets measured at amortized cost
Current
Cash and cash equivalents			153,132		153,132		153,132		-		-
Trade accounts receivables, net	8.1		107,256		107,256		-		107,256		-
Non-current
Transactions with related parties	30		2,968		2,968		-		2,968		-
Financial assets measured at fair value through profit and loss
Current
Marketable securities	6.2		22,941		22,941		22,941		-		-
Receivables from sale of farm, net	8.1		249,327		249,327		-		-		249,327
Derivative financial instruments (b)	7		31,718		31,718		29,873		1,845		-
Noncurrent
Marketable securities	6.2		15,720		15,720		15,720		-		-
Receivables from sale of farm, net	8.1		520,758		520,758		-		-		520,758
Derivative financial instruments (b)	7		6,757		6,757		738		6,019		-
Non-financial assets measured at fair value
Current
Biological assets	10		210,335		210,335		-		14,664		195,671
Noncurrent
Biological assets	10		26,930		26,930		-		26,930		-
Non-financial assets measured at cost
Noncurrent
Investment properties	11		1,267,828		2,841,656		-		-		2,841,656
Total			2,615,670		4,189,498		222,404		159,682		3,807,412
Financial liabilities measured at amortized cost
Current
Trade payables	16		67,192		67,192		-		67,192		-
Loans, financing and debentures (a)	17		177,311		177,311		-		177,311		-
Noncurrent
Transactions with related parties	30		9,275		9,275		-		9,275		-
Loans, financing and debentures (a)	17		504,627		504,627		-		504,627		-
Financial liabilities measured at fair value through profit and loss
Current
Lease payable			77,456		77,456		-		77,456		-
Derivative financial instruments (b)	7		69,190		69,190		36,901		32,289		-
Accounts payable for acquisition	19		8,357		8,357		8,357		-		-
Noncurrent
Lease payable	7		284,604		284,604		-		284,604		-
Derivative financial instruments (b)	15		17,878		17,878		1,493		16,385		-
Accounts payable for acquisition			24,556		24,556		24,556		-		-
Total			1,240,446		1,240,446		71,307		1,169,139		-

F-38

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

	June 30, 2023
Consolidated - R$ thousand	Note	Book value		Fair value		Quoted prices<br><br> in active<br><br>markets<br><br>(Level 1)		Significant<br><br>observable<br><br>data<br><br> (Level 2)		Significant<br><br>non-observable<br><br>data<br><br> (Level 3)
Financial assets measured at amortized cost
Current
Trade accounts receivables, net	8.1		119,357		119,357		-		119,357		-
Non-current
Transactions with related parties	30		2,157		2,157		-		2,157		-
Financial assets measured at fair value through profit and loss
Current
Cash equivalents	6.1		361,544		361,544		361,544		-		-
Marketable securities	6.2		28,205		28,205		28,205		-		-
Receivables from sale of farm, net	8.1		266,601		266,601		-		-		266,601
Derivative financial instruments (b)	7		76,815		76,815		41,983		34,832		-
Noncurrent
Marketable securities	6.2		21,580		21,580		21,580		-		-
Receivables from sale of farm, net	8.1		442,867		442,867		-		-		442,867
Derivative financial instruments (b)	7		7,032		7,032		75		6,957		-
Non-financial assets measured at fair value
Current
Biological assets	10		216,924		216,924		-		216,924		-
Noncurrent
Biological assets	10		37,305		37,305		-		-		37,305
Non-financial assets measured at cost
Noncurrent
Investment properties	11		1,198,741		3,560,260		-		-		3,560,260
Total			2,779,128		5,140,647		453,387		380,227		4,307,033
Financial liabilities measured at amortized cost
Current
Trade payables	16		61,972		61,972		-		61,972		-
Loans, financing and debentures (a)	17		198,213		198,213		-		198,213		-
Accounts payables for farm acquisitions	19		142,985		142,985		-		142,985		-
Noncurrent
Transactions with related parties	30		6,569		6,569		-		6,569
Loans, financing and debentures (a)	17		356,425		356,425		-		356,425		-
Financial liabilities measured at fair value through profit and loss
Current
Derivative financial instruments (b)	7		22,006		22,006		19,628		2,378		-
Lease payable	15		55,502		55,502		-		55,502		-
Accounts payable for acquisition	19		13,681		13,681		7,773		5,908		-
Noncurrent
Derivative financial instruments (b)	7		831		831		830		1		-
Lease payable	15		261,831		261,831		-		261,831		-
Total			1,120,015		1,120,015		28,231		1,091,784		-
(a)	The book value of loans and financing presented in the financial<br>statements approximates the fair value, since the rates of these instruments are substantially subsidized and there is no intention of<br>early settlement;
---	---
(b)	The derivative transactions negotiated at active market are<br>measured at fair value at Level 1, over-the-counter transactions are measured at Level 2, as presented in the table above
---	---

F-39

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

The significant non-observable inputs used in the measurement of the fair value of the credits from the sale of the farm classified as Level 3 in the fair value hierarchy, along with an analysis of quantitative sensitivity on June 30, 2024, are as follows. The significant non-observable inputs used in the measurement of the fair value of biological assets and investment properties are disclosed in Notes 10 and 11, respectively:

Description	Evaluation method	Significant non-observable inputs	Variation of non-observable inputs	Sensitivity of inputs to fair value

| Credits for farm sales | Discounted cash flow | Premium (or Basis) | (0.10) – 0.48 USD/bu | The increase or decrease of 0.20 USD/bu in the premium (or basis) paid for the soybean would result in an impact of R$14,129 representing an increase or reduction of 1.8% in farm receivables. |

6. Cash and cash equivalents and marketable securities

6.1.Cash and cash equivalents

	Return
Cash and banks (a)	-	17,821	22,293
Selic Treasury Notes	CDI - 103.5%	5,058	112,185
Bank deposit certificates	CDI - 97% to 104%	80,398	228,889
Committed	CDI - 85% to 95%	67,676	15,980
Other titles	Floating - DI	-	4,490
		170,953	383,837
(a)	The Company has balances in foreign currencies in the amount of R$$19,738 (R$24,291 at June 30, 2023)<br>on which did not bear any interest.
---	---

6.2. Marketable securities

	Indexer
Selic Treasury Notes	CDI - 97% a 178%	22,805	-
Treasury Notes	IPCA treasury + 4.85%	-	27,848
Other titles	Pre-fixed	136	357
Total current		22,941	28,205
Bank deposit certificates (a)	CDI - 95% to 99.75%	15,720	16,537
Securities pledged as guarantee		-	5,043
Total noncurrent		15,720	21,580

(a)	The investments are held for the payment of financing lines<br>contracted from BNB and cannot be redeemed until the settlement date of contracts whose term is longer than 12 months.

F-40

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

7. Derivative financial instruments

	2024
	Book Value								Volume / Position
Derivative instruments	Assets		Liabilities			Net			Assets		Liabilities			Net			Unit
Options		1,192		(17,654	)		(16,462	)		23,800		(44,100	)		(20,300	)		US$
NDF		1,100		(21,478	)		(20,378	)		17,000		(66,160	)		(49,160	)		US$
Dóllar - Acumulator		1,433		(27,737	)		(26,304	)		2,000		(40,000	)		(38,000	)		U$$
Swap		6,020		(9,543	)		(3,523	)		300,000,000		(300,000,000	)		-			R$
Soybean - Options Put		10,561		-			10,561			891,268		-			891,268			scs.
Soybean - Options Call		-		(2,794	)		(2,794	)		-		(1,782,536	)		(1,782,536	)		scs.
Soybean - Future		526		-			526			167,821		(2,118,178	)		(1,950,357	)		scs.
Soybean - Accumulator		2,295		-			2,295			-		(458,107	)		(458,107	)		scs.
Corn - Options Call		-		(93	)		(93	)		-		(145,937	)		(145,937	)		scs.
Corn - Options Put		866		-			866			145,937		-			145,937			scs.
Corn - Future		996		(221	)		775			583,650		(733,050	)		(149,400	)		scs.
Corn - Acumulator		651		-			651			-		(181,429	)		(181,429	)		scs.
Cotton - Accumulator		3,244		-			3,244			-		(8,813,700	)		(8,813,700	)		lbs.
Cotton - Options Call		-		(980	)		(980	)		-		(7,450,000	)		(7,450,000	)		lbs.
Cotton - Options Put		590		(254	)		336			1,100,000		(1,100,000	)		-			lbs.
Cotton - Future		903		(1,204	)		(301	)		1,000,000		(8,350,000	)		(7,350,000	)		lbs.
Beef cattle - Future		-		-			-			-		(6,600	)		(6,600	)		@
Ethanol - Options Call		-		(3,008	)		(3,008	)		-		(9,000	)		(9,000	)		m^3
Ethanol - Future		-		(1,911	)		(1,911	)		-		(16,920	)		(16,920	)		m^3
ATR - Future		-		(191	)		(191	)		-		(1,500,000	)		(1,500,000	)		kg
Deposited margin		8,098		-			8,098			-		-			-			-
Total Derivative Risks		38,475		(87,068	)		(48,593	)
Total Current		31,718		(69,190	)
Total Noncurrent		6,757		(17,878	)
Result in June 30, 2024 (Note 26)
Realized		99,909		(41,950	)
Nonrealized		48,288		(130,888	)

F-41

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

	2023
	Book Value								Volume / Position
Derivative instruments	Assets		Liabilities			Net			Assets		Liabilities			Net			Unit
Options		4,950		(3	)		4,947			14,786		(27,786	)		(13,000	)	US$
NDF		31,829		(2,271	)		29,558			8,000		(77,405	)		(69,405	)	US$
Swap		5,009		(104	)		4,905			149,810		(149,810	)		-		R$
Soybean - Options Call		-		(3,681	)		(3,681	)		-		(249,464	)		(249,464	)	scs.
Soybean - Future		2,013		(3,137	)		(1,124	)		-		(1,632,775	)		(1,632,775	)	scs.
Soybean - Accumulator		-		(9,194	)		(9,194	)		-		(666,750	)		(666,750	)	scs.
Corn - Options Call		-		(904	)		(904	)		-		(362,857	)		(362,857	)	scs.
Corn - Future		740		-			740			928,800		(1,265,109	)		(336,309	)	scs.
Cotton - Accumulator		2,393		(538	)		1,855			-		(12,843,250	)		(12,843,250	)	lbs.
Cotton - Future		1,087		(551	)		536			3,150,000		(2,944,950	)		205,050		lbs.
Beef cattle - Future		-		-			-			12,870		(12,870	)		-		@
Ethanol - Options Call		-		(223	)		(223	)		-		(2,850	)		(2,850	)	m^3
Ethanol - Future		727		-			727			-		(2,850	)		(2,850	)	m^3
ATR - Future		-		(2,231	)		(2,231	)		-		(26,700,000	)		(26,700,000	)	kg
Deposited margin		35,099		-			35,099			-		-			-		-
Total Derivative Risks		83,847		(22,837	)		61,010
Total Current		76,815		(22,006	)
Total Noncurrent		7,032		(831	)
Result in June 30, 2023 (Note 26)
Realized		108,969		(61,045	)
Nonrealized		85,262		(50,772	)

Derivatives by maturity:

Maturity
2023	-		55,874
2024	9,002		127
2025	35,541		-
2026	528		-
2028	(6,020	)	5,009
2030	9,542		-
	48,593		61,010

F-42

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

The Company uses derivative financial instruments such as forward currency contracts and forward commodities contracts to hedge against currency risk and commodities prices, respectively.

The margin deposits in operations with derivatives refer to the so-called margins by counterparties in operations with derivative instruments.

The total fair value of a derivative is classified as non-current assets or liabilities if the remaining maturity of the derivative is over 12 months, and as current assets or liabilities if the remaining maturity of the derivative is less than 12 months.

8. Accounts receivable and others

	Note
Trade accounts receivable	8.1	356,583	385,958
Recoverable taxes	8.2	19,385	23,054
Advances to suppliers		35,972	19,411
Other receivables		3,057	1,612
Total current		414,997	430,035
Trade accounts receivable	8.1	520,758	442,867
Recoverable taxes	8.2	60,310	43,208
Judicial deposits	28	7,399	727
Total noncurrent		588,467	486,802

8.1Trade accounts receivable


Sale of sugarcane	43,953		35,732
Sale of grains and cottons	41,587		74,220
Sale of cotton	2,534		-
Sale of beef cattle	1,196		1,761
Leases of land	15,075		8,832
Sale of machinery	6,942		2,425
Sale of farms	249,327		266,601
	360,614		389,571
Allowance for expected credit losses	(4,031	)	(3,613	)
Total current	356,583		385,958
Sale of farms	520,758		442,867
Total noncurrent	520,758		442,867

F-43

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

a) Changes in accounts receivable from grain, cottons and soybean customers


Balance on June 30, 2022	127,875		-		491		43,297
Sales in year	593,787		39,600		26,262		247,260
Received	(647,616	)	(39,600	)	(24,992	)	(254,825	)
Reversal of expected losses	174		-		-		-
Balance on June 30, 2023	74,220		-		1,761		35,732
Sales in year	420,072		79,800		31,362		239,313
Received	(452,705	)	(77,266	)	(31,927	)	(231,092	)
Balance on June 30, 2024	41,587		2,534		1,196		43,953

b) Changes in the allowance for expected credit losses:

At June 30, 2022	1,778
Set-up of provision	2,177
Exchange variation	(245	)
Write-off or reversal	(97	)
At June 30, 2023	3,613
Set-up of provision	65
Exchange variation	418
Write-off or reversal	(65	)
At June 30, 2024	4,031

c) Breakdown of receivable by maturity


Falling due:
Up to 30 days	90,294	69,851
31 to 90 days	22,629	159,683
91 to 180 days	94,639	31,759
181 to 360 days	148,093	124,082
Over 360 days	520,758	442,867
Past due:
Up to 30 days	242	13
31 to 90 days	558	570
91 to 180 days	128	-
Over 360 days	4,031	3,613
	881,372	832,438

d) Sales of sugarcane

The Company has three sugarcane supply agreements, whose credit risks are assessed in accordance with the internal policy as presented in Note 5.8b.

No expected credit losses on receivables from sugarcane sale was recorded at June 30, 2024 and 2023.

F-44

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

e) Receivables from sale of farms

Details in relation to receivables from the sale of farms are as follows:

	As of<br><br>2023		Sales		Receipts			Fair value<br><br> adjustment			Exchange<br><br> variation			As of<br><br>2024		Current		Non-current
Araucária V		10,419		-		(9,937	)		(482	)		-			-		-		-
Araucária VI		4,928		-		-			610			-			5,538		2,705		2,833
Araucária VII		310,723		-		(147,806	)		14,632			-			177,549		48,447		129,102
Jatobá II		53,409		-		-			7,879			-			61,288		30,949		30,339
Jatobá III		20,348		1,063		(1,502	)		3,900			-			23,809		12,026		11,783
Jatobá IV		7,187		413		(4,805	)		997			-			3,792		3,792		-
Jatobá V		17,986		773		(836	)		2,761			-			20,684		14,163		6,521
Jatobá VI		19,713		1,061		(664	)		2,467			-			22,577		11,900		10,677
Jatobá VII		86,341		1,855		(18,667	)		10,207			-			79,736		15,371		64,365
Alto Taquari III		5,159		-		(3,252	)		405			-			2,312		2,312		-
Alto Taquari IV		100,769		-		(53,811	)		10,806			-			57,764		38,572		19,192
Chaparral I		-		289,360		(53,533	)		19,158			-			254,985		34,041		220,944
Fon Fon		490		-		-			-			74			564		564		-
San Cayetano		294		-		-			-			(126	)		168		168		-
Rio do Meio I		59,467		-		(10,251	)		7,410			-			56,626		32,938		23,688
Rio do Meio II		8,813		-		(11,206	)		2,393			-			-		-		-
Marangatú		3,422		-		(1,088	)		-			359			2,693		1,379		1,314
		709,468		294,525		(317,358	)		83,143			307			770,085		249,327		520,758
	As of<br><br>2022		Sales		Receipts			Fair value<br><br> adjustment			Exchange<br><br> variation			As of<br><br>2023		Current		Non-current
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Araucária V		27,917		-		(14,713	)		(2,785	)		-			10,419		10,419		-
Araucária VI		-		6,315		(1,599	)		212			-			4,928		1,190		3,738
Araucária VII		-		307,030		-			3,693			-			310,723		151,859		158,864
Jatobá II		147,852		-		(86,324	)		(8,119	)		-			53,409		-		53,409
Jatobá III		56,332		-		(32,215	)		(3,769	)		-			20,348		-		20,348
Jatobá IV		14,243		-		(5,488	)		(1,568	)		-			7,187		3,913		3,274
Jatobá V		40,597		-		(19,322	)		(3,289	)		-			17,986		6,103		11,883
Jatobá VI		39,439		-		(16,104	)		(3,622	)		-			19,713		-		19,713
Jatobá VII		-		89,284		(4,885	)		1,942			-			86,341		16,927		69,414
Alto Taquari II		2,174		-		(2,129	)		(45	)		-			-		-		-
Alto Taquari III		10,735		-		(4,340	)		(1,236	)		-			5,159		3,136		2,023
Alto Taquari IV		137,261		-		(20,871	)		(15,621	)		-			100,769		49,730		51,039
Bananal IX		6,269		-		(6,551	)		282			-			-		-		-
Fon Fon		536		-		-			-			(46	)		490		490		-
San Cayetano		322		-		-			-			(28	)		294		294		-
Rio do Meio I		73,619		1,481		(2,511	)		(13,122	)		-			59,467		21,345		38,122
Rio do Meio II		-		33,534		(29,222	)		4,501			-			8,813		-		8,813
Marangatú		-		7,786		(3,886	)		(258	)		(220	)		3,422		1,195		2,227
Total		557,296		445,430		(250,160	)		(42,804	)		(294	)		709,468		266,601		442,867

Information on the criteria for measuring the initial and subsequent recognition, as well as sales and the amounts received in the fiscal year ended June 30, 2024, is presented in Notes 2.1 and 22.

F-45

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

8.2Recoverable taxes


Withholding income tax (IRRF) on financial investments to be offset	10,427	14,702
Income tax losses and social contribution carryforwards	-	624
Other recoverable taxes and contributions	-	139
Tax on value added - IVA – (Paraguay/Bolivia)	8,786	7,318
Other recoverable taxes	115	271
IRPJ/CSLL Estimative	57	-
Total current	19,385	23,054
ICMS recoverable	12,263	8,943
Non-cumulative PIS and COFINS to be offset	30,124	19,860
IRRF on financial investments to be offset	1,359	380
INSS recoverable	46	26
Tax on value added - IVA – (Paraguay/Bolivia)	16,518	13,999
Total noncurrent	60,310	43,208

9.Inventories


Soybean	107,538	72,003
Corn	19,387	38,025
Bean	22,579	5,560
Cotton	17,288	31,181
Other harvests	681	2,118
Agricultural products – trainings costs	167,473	148,887
Agricultural products – fair value	14,030	3,537
Raw materials	52,039	61,260
	233,542	213,684

9.1Adjustment realizable value of inventories of agricultural products

At June 30, 2022	(7,775	)
Adjustment to recoverable value of agricultural products, net	(47,708	)
Realization as cost of sales	36,918
At June 30, 2023	(18,565	)
Adjustment to recoverable value of agricultural products, net	(1,091	)
Realization as cost of sales	18,894
At June 30, 2024	(762	)

10. Biologicalassets


Food cattle	14,665	16,179
Production cattle	26,930	37,305
Grain plantation	22,138	47,226
Cotton plantation	61,896	41,096
Sugarcane plantation	111,636	112,423
Total	237,265	254,229
Current	210,335	216,924
Noncurrent	26,930	37,305

F-46

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

The amounts of expenditures with plantation and tilling of crops are substantially represented by expenditures with the formation of harvest such as: seeds, fertilizers, pesticides, depreciation and labor cost used in the crops.

A 1% increase or decrease in the expected yield of sugarcane and grains/cotton would result in an increase or decrease in the biological asset value of R$2,684, while a 1% increase or decrease in the price of sugarcane and grains/cotton would result in an increase or decrease in the biological asset value of R$3,518.

The area (hectares) to be harvested corresponding to the biological assets is as follows:

	Planted area (Hectares)
	2024		2023
Grains		4,011		12,033
Cotton		6,355		4,377
Sugarcane		26,214		25,022
		36,580		41,432

Changes in agricultural activity


Balance at June 30, 2022	67,358		15,347		172,560
Increases due to planting	506,817		72,136		-
Increases due to handling	-		-		225,866
Change in fair value	102,596		(3,631	)	(6,903	)
Reductions due to harvesting	(627,000	)	(42,172	)	(277,904	)
Exchange variation	(2,545	)	(584	)	(1,196	)
Balance at June 30, 2023	47,226		41,096		112,423
Increases due to planting	437,590		75,933		-
Increases due to handling	-		-		231,132
Change in fair value	20,407		4,799		21,997
Reductions due to harvesting	(483,602	)	(60,471	)	(250,633	)
Exchange variation	517		539		(3,283	)
Balance at June 30, 2024	22,138		61,896		111,636
Composed of:
Historical cost	22,671		53,472		54,441
Fair value	(533	)	8,424		57,195
Balance on June 30, 2024	22,138		61,896		111,636

F-47

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

Changes in cattle raising activity


At June 30, 2022	21,168		67,617
Acquisition/birth costs	10,478		11,414
Handling costs	-		17,352
Sales	(8,341	)	(26,439	)
Deaths	(559	)	(1,461	)
Consumption	(41	)	(35	)
Effect of conversion	-		(1,140	)
Change in fair value	-		(13,824	)
At June 30, 2023	22,705		53,484
Acquisition/birth costs	6,779		6,330
Handling costs	-		18,821
Sales	(11,235	)	(30,384	)
Deaths	(582	)	(1,439	)
Consumption	(43	)	(32	)
Effect of conversion	-		1,519
Change in fair value	-		(6,704	)
At June 30, 2024	17,624		41,595

Quantitative data about cattle raising activity, expressed in heads of cattle

	Consumable cattle		Production cattle		Total
At June 30, 2023		5,101		17,604		22,705
At June 30, 2024		2,542		15,082		17,624

Fair value hierarchy

	2024		2023
	Amount		Amount		Fair value
Sugarcane		111,636		112,423	Level 3
Cattle		41,595		53,484	Level 2
Grains		22,138		47,226	Level 3
Cotton		61,896		41,096	Level 3

F-48

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

The significant non-observable inputs used in the measurement of the fair value of sugarcane, grains and cotton classified as Level 3 in the fair value hierarchy, along with an analysis of quantitative sensitivity on June 30, 2024, are as follows:

Description	Evaluation method	Significant<br><br>non-observable<br><br>inputs	Rate %		Variation of<br><br>non-observable<br><br>inputs	Increase in inputs	Decrease in inputs

| | | - TRS (Kg of sugar per ton of sugarcane) | | 11.90 | Total recoverable sugar: TRS 115 to 145 per ton of cane | An increase in TRS generates a positive result in the fair value of biological assets. | A decrease in TRS generates a negative result in the fair value of biological assets. |

Changes in fair value in the statement of income


Grains	20,407		102,596		313,957
Cotton	4,799		(3,631	)	7,122
Sugarcane	21,997		(6,903	)	227,717
Cattle	(6,704	)	(13,824	)	968
	40,499		78,238		549,764

F-49

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise) ****

11. Investment properties

	Land – Farms			Buildings and<br><br> improvements			Opening of<br><br> area*			Total in<br><br> operation			Construction<br><br> in progress			2024
At June 30, 2024
Opening balance		929,513			64,134			157,792			1,151,439			101,273			1,252,712
Acquisitions		1,600			1,198			1,314			4,112			99,857			103,969
Write-offs		(33,773	)		(205	)		(12,321	)		(46,299	)		(2,434	)		(48,733	)
Transfers (*)		-			41,495			101,551			143,046			(142,709	)		337
(-) Depreciation / amortization		-			(4,139	)		(25,488	)		(29,627	)		-			(29,627	)
Effect from conversion		41,747			3,890			8,172			53,809			1,073			54,882
Net book balance		939,087			106,373			231,020			1,276,480			57,060			1,333,540
At June 30, 2024
Total cost		939,087			124,085			342,351			1,405,523			57,060			1,462,583
Accumulated depreciation		-			(17,712	)		(111,331	)		(129,043	)		-			(129,043	)
Net book balance		939,087			106,373			231,020			1,276,480			57,060			1,333,540
	Land – Farms			Buildings and<br><br> improvements			Opening of<br><br> area*			Total in<br><br> operation			Construction<br><br> in progress			2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
At June 30, 2023
Opening balance		741,380			72,371			133,324			947,075			57,305			1,004,380
Acquisitions		272,154			299			6,130			278,583			110,286			388,869
Disposals		(59,400	)		(5,541	)		(14,018	)		(78,959	)		(3	)		(78,962	)
Transfers (*)		-			2,842			54,136			56,978			(66,685	)		(9,707	)
(-) Depreciation		-			(3,673	)		(17,206	)		(20,879	)		-			(20,879	)
Translation gains(losses)		(24,621	)		(2,164	)		(4,574	)		(31,359	)		370			(30,989	)
Net book balance		929,513			64,134			157,792			1,151,439			101,273			1,252,712
At June 30, 2023
Total cost		929,513			77,161			252,146			1,258,820			101,273			1,360,093
Accumulated depreciation		-			(13,027	)		(94,354	)		(107,381	)		-			(107,381	)
Net book balance		929,513			64,134			157,792			1,151,439			101,273			1,252,712
Annual depreciation rates (weighted average) - %					3			5
(*)	Includes assets that were classified as Permanent Crop (Sugarcane<br>- Fixed Assets), but for operational reasons the area switched to soybeans and it was necessary to reclassify the balances for Area Restructuring<br>(Investment Properties).
---	---

F-50

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

The table below shows the fair value of investment properties are as follows:

		Hectares						Fair value*				Cost value**

| Farm | State | 2024 | | 2023 | | Real estate | Acquisition | 2024 | | 2023 | | 2024 | | 2023 | |

| Jatobá | Bahia | | 8,868 | | 8,868 | Jaborandi Ltda | Mar-07 | | 281,173 | | 304,870 | | 13,353 | | 13,681 |

| Alto Taquari | Mato Grosso | | 1,380 | | 1,380 | Mogno Ltda | Aug-07 | | 19,803 | | 31,035 | | 17,680 | | 17,311 |

| Chaparral | Bahia | | 24,885 | | 37,182 | Cajueiro Ltda | Nov-07 | | 507,024 | | 1,017,454 | | 83,585 | | 111,266 |

| Nova Buriti | Minas Gerais | | 24,212 | | 24,212 | Flamboyant Ltda | Dec-07 | | 39,596 | | 44,192 | | 24,382 | | 24,295 |

| Preferência | Bahia | | 17,799 | | 17,799 | Cajueiro Ltda | Sep-08 | | 124,339 | | 157,870 | | 34,459 | | 34,411 |

| São José | Maranhão | | 17,566 | | 17,566 | Ceibo Ltda | Feb-17 | | 527,849 | | 475,124 | | 117,835 | | 114,435 |

| Marangatu y Udra | Boqueron Paraguay | | 58,722 | | 58.722 | Agropecuaria Moroti S/A | Feb-18 | | 330,572 | | 500,509 | | 274,899 | | 239,837 |

| Arrojadinho Farm | Bahia | | 16,642 | | 16,642 | Agrifirma Agro Ltda. | Jan-20 | | 328,203 | | 350,363 | | 154,627 | | 125,402 |

| Rio do Meio Farm | Bahia | | 5,750 | | 5,750 | Agrifirma Agro Ltda. | Jan-20 | | 156,689 | | 168,507 | | 67,362 | | 66,263 |

| Serra Grande Farm | Piaui | | 4,489 | | 4,489 | Imobiliaria Cremaq | Apr-20 | | 76,428 | | 82,410 | | 43,458 | | 42,413 |

| Acres del Sud | Bolivia | | 9,875 | | 9,875 | Acres Del Sud | Feb-21 | | 151,418 | | 196,659 | | 137,943 | | 120,436 |

| Panamby | Mato Grosso | | 10,844 | | 10,844 | Mogno Ltda. | Sep-22 | | 298,562 | | 311,879 | | 298,245 | | 288,991 |

| | | | 201,032 | | 213,329 | | | | 2,841,656 | | 3,640,872 | | 1,267,828 | | 1,198,741 | | (*) | On June 30, 2024, the properties appraised by Company’s technical team. The comparable sales value of investment properties is adjusted considering the specific aspects of each property, where the price per hectare is the most relevant assumption. The fair value presented is considered as level 3 in the fair value hierarchy and there were no reclassifications among levels in the year or changes in premises. | | --- | --- | | (**) | The cost value of previous table is not comparable to that disclosed in the “Investment properties” note, since the note contemplates investments made in certain leased farms, which are not an integral part of the Company’s portfolio of owned farms. The cost values presented for the Alto Taquari and Rio do Meio farms include the areas sold, on which the Company will continue to operate until the date such areas are delivered (see Note 1 - General information). | | --- | --- |

F-51

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

11.1.Non-current asset held for sale

	Delivery forecast	Hectares (useful)		Amount (R)

| Rio do Meio II | Jul/2024 | | 190 | |

| Alto Taquari IV | Sep/2024 | | 1,157 | |

| | | | 1,347 | |

All values are in US Dollars.

12. Investments

a) Changes in investments

	2023		Share of<br><br>profit of a<br><br>joint venture			Effect from<br><br>conversion		2024
Cresca		1,335		(58	)		201		1,478
Agrofy		1,256		-			-		1,256
		2,591		(58	)		201		2,734
	2022		Capital<br><br> increase			Share of<br><br> profit of a<br><br> joint venture			Effect from<br><br> conversion			2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---
Cresca		1,521		-			(70	)		(116	)		1,335
Agrofy		6,121		(4,865	)		-			-			1,256
		7,642		(4,865	)		(70	)		(116	)		2,591

b) Interest in Joint Venture

Cresca’s summarized financial information, based on the financial statements prepared in accordance with IFRS Accounting Standards as of and for years ended June 30, 2024 and 2023, and the reconciliation with the book value of the investment in the consolidated financial statements are presented below at the fair value adjustment on the acquisition date:


Assets	3,230		2,901
Current	3,186		2,863
Cash and cash equivalents	139		121
Accounts receivable, inventories and other receivables	3,047		2,742
Noncurrent	44		38
Other noncurrent	44		38
Liabilities	273		231
Current	273		231
Trade payables, taxes and loans	273		231
Total net assets	2,957		2,670
Company’s interest – 50%	50	%	50	%
Company’s interest in net assets at estimated fair value	1,478		1,335

F-52

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

13. Property, plant and equipment


At June<br> 30, 2024
Opening<br> balance	74		36,026		30,269		3,178		69,547		6,495		79,066		155,108
Acquisitions	-		6,565		4,668		1,092		12,325		12,060		64,927		89,312
Disposals	-		(90	)	(4,714	)	(14	)	(4,818	)	-		(2,551	)	(7,369	)
Transfers<br> (*)	-		21,917		(3,547	)	-		18,370		(18,370	)	(337	)	(337	)
Depreciation	(21	)	(4,392	)	(3,826	)	(485	)	(8,724	)	-		(27,715	)	(36,439	)
Translation<br> gains (losses)	-		728		(47	)	68		749		-		1,106		1,855
Accounting<br> balance, net	53		60,754		22,803		3,839		87,449		185		114,496		202,130
At June<br> 30, 2024
Total<br> cost	853		100,885		30,714		6,945		139,397		185		271,212		410,794
Accumulated<br> depreciation	(800	)	(40,131	)	(7,911	)	(3,106	)	(51,948	)	-		(156,716	)	(208,664	)
Accounting<br> balance, net	53		60,754		22,803		3,839		87,449		185		114,496		202,130
	3		7		7		10						20
At June<br> 30, 2023
Opening<br> balance	188		29,038		28,983		2,377		60,586		-		67,545		128,131
Acquisitions	311		5,401		10,725		1,283		17,720		7,386		36,495		61,601
Disposals	(11	)	(1,481	)	(2,094	)	(64	)	(3,650	)	-		(8,487	)	(12,137	)
Transfers(*)	(305	)	5,927		(1,748	)	-		3,874		(891	)	6,724		9,707
Depreciation	(109	)	(2,764	)	(5,322	)	(393	)	(8,588	)	-		(22,729	)	(31,317	)
Translation<br> gains (losses)	-		(95	)	(275	)	(25	)	(395	)	-		(482	)	(877	)
Accounting<br> balance, net	74		36,026		30,269		3,178		69,547		6,495		79,066		155,108
At June<br> 30, 2023
Total<br> cost	853		71,017		36,516		5,709		114,095		6,495		212,877		333,467
Accumulated<br> depreciation	(779	)	(34,991	)	(6,247	)	(2,531	)	(44,548	)	-		(133,811	)	(178,359	)
Accounting<br> balance, net	74		36,026		30,269		3,178		69,547		6,495		79,066		155,108
Annual depreciation rates<br> (weighted average) - %	3		7		7		10						20

(*)	Includes assets that were classified as Permanent Crop (Sugarcane<br>- Fixed Assets), but for operational reasons the area switched to soybeans and it was necessary to reclassify the balances for Area Restructuring<br>(Investment Properties).

F-53

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

14. Right-of-use asset


At June 30, 2022
Opening balance	113,743		1,100		3,111		117,954
New contracts	75,068		371		2,693		78,132
(-) Depreciation	(31,413	)	(512	)	(2,174	)	(34,099	)
Exchange rate variation	(737	)	(8	)	(11	)	(756	)
Ending balance, net	156,661		951		3,619		161,231
At June 30, 2023
Total cost	255,519		2,834		11,190		269,543
Cumulative depreciation	(98,858	)	(1,883	)	(7,571	)	(108,312	)
Ending balance, net	156,661		951		3,619		161,231
At June 30, 2024
Opening balance	156,661		951		3,619		161,231
New contracts	103,912		591		10,532		115,035
Adjustments	14,827		-		6		14,833
Write-off	(176	)	-		(167	)	(343	)
(-) Depreciation	(53,661	)	(533	)	(3,852	)	(58,046	)
Exchange rate variation	1,051		37		38		1,126
Ending balance, net	222,614		1,046		10,176		233,836
At June 30, 2024
Total cost	375,133		3,462		21,599		400,194
Cumulative depreciation	(152,519	)	(2,416	)	(11,423	)	(166,358	)
Ending balance, net	222,614		1,046		10,176		233,836
Annual depreciation rates (weighted average) - %	10		3		7

F-54

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

15. Leases payable and related obligations


Current
Leases - IFRS 16	77,456	55,502
	77,456	55,502
Non-current
Costs with restoring of sugarcane fields – Parceria IV	75,455	108,566
Leases - IFRS 16	209,149	153,265
	284,604	261,831
	362,060	317,333

Changes in financial leases during the year ended June 30, 2024, and 2023 are as follows:


At June 30, 2022	137,434		111,717		249,151
New contracts	78,132		-		78,132
Payment	(29,646	)	-		(29,646	)
Interest	23,750		(3,151	)	20,599
Update	(35	)	-		(35	)
Exchange variation	(868	)	-		(868	)
At June 30, 2023	208,767		108,566		317,333
New contracts	115,035		-		115,035
Remeasurement	14,833		-		14,833
Payment	(47,818	)	-		(47,818	)
Write-offs	(152	)	-		(152	)
Interest	30,157		(33,111	)	(2,954	)
Update	(35,600	)	-		(35,600	)
Exchange variation	1,383		-		1,383
At June 30, 2024	286,605		75,455		362,060

As of June 30, 2024, the Company’s main lease contracts relate to agricultural partnership and land lease operations, as well as other less relevant contracts that involve leases of machinery, vehicles and properties.

The Company has an agricultural partnership agreement for the planting of sugarcane (Parceria IV) covering 15,000 arable hectares, which establishes an obligation of recovering the sugarcane field upon delivery of the agreement. The term of the agreement is 15 years and may be extended for the same period.

Changes in lease liabilities occur upon effective payment of the lease as well as periodic restatement by variation in the soybean or sugarcane price and adjustment to present value. The impacts from adjustment to present value are recognized under financial income (loss), net in the income statement.

F-55

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

As of June 30, 2024, the Company and its subsidiaries held the following lease agreements with third parties:

Description	Location	Currency

| Fazenda Avarandado (Parceria II) | Ribeiro Gonçalves - PI | R | 56,729 |

| Fazenda ETH (Parceria III) | Alto Taquari - MT | R | 13,556 |

| Fazenda Agro-Serra (Parceria IV) | São Raimundo de Mangabeira - MA | R | 75,455 |

| Fazenda Xingu (Parceria V) | Região do Xingu - MT | R | 36,033 |

| Fazenda Regalito (Parceria V) | Região do Xingu - MT | R | 45,354 |

| Fazenda Serra Grande II (Parceria VII) | Baixa Grande do Ribeiro - PI | R | 31,455 |

| Fazenda Unagro (Parceria VlII) | Santa Cruz - Bolívia | R | 9,701 |

| Fazenda São Domingos (Parceria IX) | Comodoro - MT | R | 22,624 |

| Fazenda Alto da Serra (Parceira X) | Brotas - SP | R | 58,198 |

| Vehicle lease | N.A. | R | 3,575 |

| Services with identified assets | N.A. | R | 7,830 |

| Land - Other | N.A. | R | 778 |

| Lease of vehicles and office in Paraguay | Asunción - Paraguay | R | 772 |

| | | R | 362,060 |

All values are in US Dollars.

The above lease liabilities are discounted to present value using an incremental borrowing rate that ranges from 6.56% to 16.76%.

The future minimum lease payments of the aforementioned leases are detailed below:

1 year	77,456
2 years	67,903
3 years	51,828
4 years	41,136
5 years	33,840
Above 5 years	89,897
	362,060

16. Trade accounts payable and others

	Note
Trade accounts payable		67,192	61,972
Taxes payable	16.1	15,437	26,321
Dividends payable		54,869	63,818
Advances to customers		34,291	21,802
Other liabilities		2,513	2,202
Total current		174,302	176,115
Taxes payable	16.1	30,822	28,140
Other liabilities		5,904	3,284
Total noncurrent		36,726	31,424

F-56

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

16.1Taxes Payable


ISS payable	948	996
Withholding taxes	1,086	1,320
PIS and COFINS payable	4,799	9,223
IRPJ and CSLL payable	6,503	10,881
Tax on value added - IVA (Paraguay/Bolivia)	649	3,254
Other taxes payable	1,452	647
Current	15,437	26,321
PIS and COFINS payable	11,114	10,405
IRPJ and CSLL payable	9,379	8,781
Tax on value added - IVA (Paraguay/Bolivia)	10,329	8,954
Non-current	30,822	28,140

17. Loans, financing and debentures

		Annual interest rates and charges - %

| | Index | 2024 | 2023 | 2024 | | | 2023 | | | | Agricultural cost | Fixed rate | 10.62% | 10.10% | | 100,416 | | | 149,404 | |

| Agricultural cost | Fixed rate + CDI | 100.00% CDI + 1.22% | - | | 3,795 | | | - | |

| Financing for agricultural costs (USD) | Fixed rate | 5.47% | 3.66 | | 16,450 | | | 11,566 | |

| Financing for agricultural costs (PYG) | Fixed rate | 11.15% | 9.07% | | 16,458 | | | 12,590 | |

| Bahia project financing | Fixed rate | 7.55% | 7.33% | | 29,664 | | | 28,734 | |

| Financing of working capital (USD) | Fixed rate | 8.63% | 8.63% | | 25,739 | | | 24,771 | |

| FINAME | Fixed rate | 9.05% | 9.05% | | 3,060 | | | 2,808 | |

| Financing of sugarcane | Fixed rate | 6.34% | 6.35% | | 21,291 | | | 28,281 | |

| Debentures | Fixed rate | 12.16% | - | | 176,263 | | | - | |

| (-) Transaction costs | Fixed rate | | | | (7,700 | ) | | (5,283 | ) |

| | | | | | 681,938 | | | 554,638 | | | Current | | | | | 177,311 | | | 198,213 | |

| Non-current | | | | | 504,627 | | | 356,425 | |

Keys:

USD – U.S. currency (dollar)

PYG – Paraguayan currency (Guarani)

IPCA – National consumer price index

CDI – Interbank certificate of deposit

F-57

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

Breakdown of debt by index


Fixed rate	381,641	252,872
CDI and fixed rate +CDI	3,795	16,197
Fixed rate + IPCA	296,502	285,569
	681,938	554,638

Maturities of short- and long-term loans and financing are broken down as follows:


1 year	177,311	198,213
2 years	36,873	101,109
3 years	152,755	87,975
4 years	188,003	84,234
5 years	42,097	78,610
Above 5 years	84,899	4,497
	681,938	554,638

Changes in loans and financing during the year ended June 30, 2024 and 2023 are as follows:


Agricultural cost financing	149,404		188,094		(231,140	)	(19,806	)	17,659	-	104,211
Agricultural cost financing abroad	24,156		19,183		(14,836	)	(2,283	)	1,975	4,713	32,908
Bahia project financing	28,734		-		(1,045	)	(84	)	2,059	-	29,664
Working Capital Financing	24,771		4,976		(7,755	)	(2,374	)	2,326	3,795	25,739
Financing of working capital ()	2,808		-		-		-		252	-	3,060
Sugarcane Financing	28,281		75,000		(81,907	)	(1,823	)	1,740	-	21,291
Debentures	301,767		165,000		(14,250	)	(17,503	)	37,751	-	472,765
Transaction costs	(5,283	)	(4,196	)	-		-		1,779	-	(7,700	)
	554,638		448,057		(350,933	)	(43,873	)	65,541	8,508	681,938

All values are in US Dollars.


Agricultural cost financing	19,676		174,929	(51,701	)	(4,523	)	11,023	-		149,404
Agricultural cost financing abroad	49,409		-	(20,968	)	(3,456	)	3,152	(3,981	)	24,156
Bahia project financing	9,661		18,974	(1,045	)	(46	)	1,190	-		28,734
Working Capital Financing	10,840		21,020	(5,159	)	(508	)	1,022	(2,444	)	24,771
Financing of working capital ()	-		2,660	-		-		148	-		2,808
Sugarcane Financing	33,924		-	(6,457	)	(1,447	)	2,261	-		28,281
Debentures	336,389		-	(42,651	)	(20,704	)	28,733	-		301,767
Transaction costs	(6,858	)	-	-		-		1,575	-		(5,283	)
	453,041		217,583	(127,981	)	(30,684	)	49,104	(6,425	)	554,638

All values are in US Dollars.

F-58

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

a) Loans and Financing

Covenants

All loans and financing contracts above are in Reais and have specific terms and conditions defined in the respective contracts with governmental economic and development agencies that directly or indirectly grant those loans. At June 30, 2024 the Company’s financial agreements did not require compliance with financial covenants, but rather only operating covenants, on which the Company is in compliance.

b) Debentures

3^st^ Issue

On November 16, 2023, 165,000 (one hundred and sixty-five thousand) debentures were issued totaling R$165,000, non-convertible into shares, single series, with a total term of 7 (seven) years. The debentures will be amortized in November of each year from 2027 until 2030. Interest of 12.16% p.a. will be payable over the principal amount, which will be paid in 7 (seven) annual installments.

The debentures have a real guarantee in the form of a fiduciary sale of properties owned by the Company registered under registration numbers 6,254 and 6,267, all at the General Property Registry Office of the District of Correntina – BA.

2^nd^ Issue

On May 5, 2021, the Company issued two hundred forty thousand (240,000) non-convertible debentures in the aggregate amount of R$240,000, in a single series, with total duration of seven (7) years.

The debentures will be amortized in two (2) equal installments due on April 13, 2027 and April 12, 2028, with compensatory interest on the amount of principal corresponding to the Broad National Consumer Price Index (IPCA) plus 5.3658% p.a., to be paid in seven (7) annual instalments.

The Debentures were linked to a securitization transaction and backed by the issue of Certificates of Agribusiness Receivables (“CRA”), pursuant to CVM Instruction 400/03 and CVM Instruction 600/18. The Debentures are backed by security interest in the form of fiduciary sale of the properties owned by the Company and registered under numbers 6,257, 6,335, 6,377, 6,405 and 6,462, all at the Real Estate Registry Office of Correntina, Bahia.

Covenants

The debentures have covenants related to the maintenance of certain financial indicators, based on the ratio of net debt to fair value of investment properties. Failure by the Company to attain these indicators during the term of the debentures may entail advance maturity of the debt.

As of June 30, 2024, the Company is in compliance with the covenants described above.

F-59

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

18. Income and social contribution taxes

18.1.Deferred taxes

Deferred income and social contribution tax assets and liabilities are offset when there is a legal right to offset tax credits against tax liabilities, and provided that they refer to the same tax authority and the same legal entity.

The fiscal year for income tax and social contribution calculation purposes is different from that adopted by the Company for the preparation of its consolidated financial statements, which ends June 30 of each year.

Deferred income tax and social contribution tax assets and liabilities as of June 30, 2024, and 2023 are as follows:


Assets
Noncurrent
Tax loss	129,892	48,594
Biological assets	-	3,136
Financial lease	36,622	26,676
Contingency, bonuses and fair value	28,885	35,614
Hedge	19,275	-
Allowance for expected credit losses	726	726
Difference in cost of farms	170	170
Share-based incentive plan (ILPA)	612	-
Provision of other accounts payable and receivable	673	977
Impairment of investment	1,654	1,654
Subscription warrant	43	675
	218,552	118,222
Liabilities
Noncurrent
Biological assets	36,830	19,983
Present value adjustment and other provisions	6,944	-
Derivative financial instruments	-	8,810
Surplus on investment	1,733	1,733
Costs of transactions	2,618	1,796
Provision of residual value and useful life of PPE assets	6,977	5,450
Accelerated depreciation of assets for rural activity	76,732	52,524
Deferred taxes on surplus value of PPE and investment property – Acquisition of Agrifirma	18,406	18,440
	150,240	108,736
Net balance	68,312	9,486

F-60

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

The balances are presented in the balance sheet as follows:

Net deferred assets	88,031		30,140
Net deferred liabilities	(19,719	)	(20,654	)

The net change in deferred income tax is as follows:

At June 30, 2022	(30,565	)
Tax losses	5,232
Adjustments in biological assets and agricultural products	40,951
Financial lease	7,377
Provisions for contingency and fair value	1,877
Derivative financial instruments	(11,727	)
Costs of transactions	536
Allowance for doubtful accounts	(33	)
Provision for other accounts payable and receivable	(1,755	)
Accelerated depreciation of assets for rural activity	(2,010	)
Subscription warrant	(3,800	)
Deferred taxes on surplus value	2,127
Share-based incentive plan (ILPA)	(433	)
Indemnity assets	55
Impairment of investment	1,654
At June 30, 2023	9,486
Tax losses	81,298
Adjustments in biological assets and agricultural products	(19,983	)
Financial lease	9,946
Provisions for contingency and fair value	(13,673	)
Derivative financial instruments	28,085
Costs of transactions	(822	)
Provision for other accounts payable and receivable	(304	)
Accelerated depreciation of assets for rural activity	(24,208	)
Subscription warrant	(632	)
Deferred taxes on surplus value	34
Share-based incentive plan (ILPA)	(915	)
Total excluding effect from conversion	68,312
At June 30, 2024	68,312

The expected realization of deferred tax assets are as follows:

	2024
2025		83,916
2026		32,011
2027		21,240
2028		5,755
2029 to 2034		75,630
		218,552

F-61

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

18.2.Income and social contribution tax expenses

	2024
Income before income and social contribution taxes		191,515		281,709		637,317
Combined nominal rate of income tax and social contribution taxes – %		34	%	34	%	34	%
		(65,115	)	(95,781	)	(216,688	)
Share of loss in a Joint Venture		(20	)	(24	)	(11	)
Management bonus		(596	)	(639	)	(2,805	)
Fair value variation of accounts receivable from sale of farms		(657	)	5,821		(1,322	)
Non-deductible expenses		(140	)	-		-
Net effect of profit taxed abroad		(307	)	(1,459	)	-
Net effect of subsidiaries taxed whose profit is computed as a percentage of gross revenue (*)		96,914		81,133		92,226
Other permanent addition/exclusion		5,273		(2,224	)	11,383
Income and social contribution taxes for the year		35,352		(13,173	)	(117,217	)
Current		(23,474	)	(53,224	)	(41,023	)
Deferred		58,826		40,051		(76,194	)
		35,352		(13,173	)	(117,217	)
Effective tax rate		18	%	-5	%	-18	%
(*)	For some of our real estate subsidiaries, profit tax is measured<br>based on the regime whereby profit is computed as a percentage of gross revenue, i.e., income tax is determined on a simplified base<br>to calculate the taxable profit (32% for lease revenues, 8% for sale of farms and 100% for other earnings). This results effectively<br>in taxing the profit of subsidiaries at a rate lower than if taxable income were based on accounting records.
---	---

19. Other liabilities

	2024
Variable consideration for acquisition of Agrifirma		610	13,681
Panamby Farm		-	142,985
Alto da Serra Farm (a)		32,303	-
		32,913	156,666
Current		8,357	156,666
Non-current		24,556	-
(a)	Refers to the acquisition of assets (Cultural treatments,<br>Ratchets and Soil preparation), arising from the lease contract carried out on March 12, 2024, as per note 2.3, the obligation is recorded<br>at present value and will be settled within five years.
---	---

20. Equity

a)	Capital (number of shares)
	Number of shares
---	---	---	---	---	---	---	---	---
****	6/30/2024			****	6/30/2023			****
Cresud		35,138,225	34.2	%		37,480,425	36.6	%
Charles River Capital		10,929,540	10.6	%		7,767,653	7.6	%
Elie Horn		6,098,269	5.9	%		5,998,269	5.9	%
Officers		859,339	0.8	%		309,303	0.3	%
Treasury		3,067,987	3.0	%		3,571,179	3.5	%
Other		46,590,084	45.4	%		47,250,179	46.2	%
Total shares of paid-up capital		102,683,444	100	%		102,377,008	100	%
Total outstanding shares		63,617,893				61,016,101

The amount shown in “Total outstanding shares” is net of treasury shares and Management shares (shares and vehicles held by members of the Board of Directors, Fiscal Council, Audit Committee and Statutory Board of Executive Officers).

F-62

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

BrasilAgro is authorized to increase its capital, regardless of the statutory reform, up to the limit of R$3,000,000, as decided by the Board of Directors. At June 30, 2024, BrasilAgro’s subscribed and paid-up capital amounted to R$1,587,988 (R$1,587,985 at June 30, 2023).

On September 19, 2023, the General Meeting approved a capital increase in the amount of R$3 through the issuance of 306,436 common shares in the amount of R$0.01 each following the exercise of the Warrants by AB (Holdings) 1 S.A.R.L, in connection with the Merger of Agrifirma..

b) Capital reserve

Capital Reserves are comprised of amounts received by BrasilAgro, from capital contributions that are not recorded in other capital accounts.

Goodwill on share issue

The reserve of goodwill from the issue of shares was created upon the acquisition of the subsidiary Agrifirma on January 27, 2020. The transaction was conducted via transfer of shares and generated a difference between capital increase and equity increase that gave rise to the reserve. Such accounting reserve was created because the capital increase was calculated based on the shareholders’ equity of Agrifirma Holding (company merged in the process) as at June 30, 2019, while the equity increase considered only one of the three share classes involved in the agreement (Unrestricted shares). The other two classes of shares that compose the price were classified under liabilities (Note 19).


Unrestricted shares	4,402,404	97,569
Restricted shares	812,981	18,018
Shares issued in the initial exchange ratio / Capital increase	5,215,385	115,587
Unrestricted shares (final exchange ratio) / Capital increase	4,044,654	82,021
Reserve of goodwill on share issue		(33,566	)
Return of shares – Acquisition of Agrifirma		35,188
		1,622

In addition, the agreement for acquisition of Agrifirma envisages the possibility of price adjustment if certain contingencies, identified on the transaction date, come to occur and cause losses for the Company or the selling shareholders. The agreement ensures the parties the possibility of settling the obligation in cash or in shares in the Company. For such, a certain number of shares that are the object of the agreement remains blocked as guarantee.

The amount blocked has been written off and is currently R$610, the write-offs were made due to the end of the lock-up period and the agreements signed subsequently, that allowed early release.

Share-based payment

The compensation plan as of June 30, 2024, has an accumulated balance of (R$176), which includes a residual amount of (R$1,974) relating to previous plans and a current compensation plan expiring on June 30, 2026, updated in R$1,800. (note 24).

The information on the share-based compensation plan is described in Note 24.

F-63

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

Capital transactions shareholders

On February 4, 2021, the Company assumed control of the acquired companies “Acres del Sud” (indirectly controlled by Cresud S.A.C.I.F.Y.A), with the parties negotiating an initial payment of R$160,399 based on the preliminary equity assessed at June 30, 2020. The agreement envisaged a price adjustment to reflect the equity variation of the Bolivian companies between June 30, 2020, and the reference date of the transaction. In accordance with the criteria established by the parties, the difference assessed at R$11,031 between the net assets of the companies acquired and the consideration transferred was recognized directly under shareholders’ equity, given that the transaction involves the combination of businesses under shared control.

c) Income reserves

Legal reserve

Pursuant to article 193 of Law No. 6404/76 and article 36, item (a), 5% (five per cent) of the BrasilAgro’s net income at the end of each year must, before any other allocation, be used to set up a legal reserve, which shall not exceed 20% (twenty percent) of capital.

BrasilAgro is allowed not to set up the legal reserve for the financial year in which the reserve balance, plus the amount of capital reserve addressed in item 1, of article 182, of Law No. 6404/76, exceeds 30% (thirty per cent) of capital. The legal reserve aims at assuring the integrity of BrasilAgro’s capital and may only be used to offset loss and increase capital.

Reserve for investment and expansion

According to article 36, item (c), of BrasilAgro’s articles of incorporation and article 196 of Law No. 6404/76, BrasilAgro may allocate the remaining portion of adjusted net income for the year ended, to reserve for investment and expansion, subject to approval on the General Shareholders’ Meeting.

The balance of the retained profits reserve, except for the reserves of unrealized profit and reserves for contingencies, may not exceed the amount of capital. Once this maximum limit is reached, the General Meeting may resolve on the investment of the exceeding portion in the payment, increase of capital or in dividend distribution.

d) Dividends

On October 24, 2023, the Company approved the payment of dividends at the Annual and Extraordinary Shareholders Meeting based on the financial statements of June 30, 2023. The amount of R$63,777 refers to the minimum mandatory dividend and R$256,223 to the additional dividends proposed. The dividends declared were paid on November 23, 2023. In accordance with article 40 of the Bylaws, dividends not received or claimed will be time-barred within three (3) years from the date they were made available to the shareholder and will inure to the Company.

Pursuant to article 36, of the Company’s Bylaws, income for the year shall be allocated as follows after accrual of the legal reserve: (i) 25% (twenty five percent) of adjusted net income will be allocated to the payment of mandatory dividends; (ii) the remaining portion may be allocated to payments of additional dividends approved at the Shareholders Meeting; and (iii) the reserve for investment and expansion, in compliance with Federal Law 6,404/76.

F-64

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

The appropriation of net income is as follows:


Income for the year	226,867		268,536
(-) Constitution of legal reserve (5% of net income)	(11,343	)	(13,427	)
Adjusted profit for the year	215,524		255,109
(-) Mandatory minimum dividends - 25% of adjusted net income	(53,881	)	(63,777	)
(-) Additional dividends proposed	(101,119	)	(191,332	)
Proposed dividends	(155,000	)	(255,109	)
(-) Additional dividends proposed on profit reserve	-		(64,891	)
Total dividends	(155,000	)	(320,000	)
Constitution of reserve for investments and expansion	60,524		-
Total shares of paid up capital (per thousand shares)	102,683		102,377
(-) Treasury shares (per thousand shares)	(3,068	)	(3,571	)
(=) Outstanding shares (per thousand shares)	99,615		98,806
Dividend per share (R)	1.51		3.24

All values are in US Dollars.

e) Other comprehensive income

At June 30, 2024, the effects from foreign exchange rate variation arising from the translation of the financial statements of companies located abroad amounted to a positive effect of R$54,708 , the effect at June 30, 2023 and June 30, 2022 was the negative of R$34,068 and positive of R$18,265 respectilly, and the accumulated effect reached R$118,387 (R$63,619 at June 30, 2023 and R$ 97,687 at June 30, 2022).

f) Treasury shares

Under article 20, item XII of the Bylaws of the Company, the Board of Directors is responsible, among others established in the law or the Bylaws, for deliberating on the acquisition by the Company of shares issued by itself, to be held in treasury and/or later cancellation or sale.

Changes in treasury shares in the year are as follows:

Treasury shares
At June 30, 2022	3,533,498
Return of shares – Agreement of Agrifirma	37,681
At June 30, 2023	3,571,179
Transfer of shares – ILPA Plan	(503,192	)	)
At June 30, 2024	3,067,987

All values are in US Dollars.

21. Segment information

Segment information is presented consistently with the internal report provided by the chief operating decision maker that is the Executive Board, responsible for allocating resources, assessing the performance of the operating segments, and for making the Company’s strategic decisions.

Segment information is based on information used by BrasilAgro executive board to assess the performance of the operating segments and to make decisions on the investment of funds. The Company has six segments, namely: (i) real estate, (ii) grains, (iii) sugarcane, (iv) cattle raising, (v) cotton and (vi) other. The operating assets related to these segments are located only in Brazil, Paraguay and Bolivia.

F-65

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

The main activity of the grains segment is the production and sale of soybean, corn and bean.

The Sugarcane segment includes the sale of the raw product.

The Real Estate segment presents the P&L from operations carried out in the Company’s subsidiaries.

The cattle raising segment consists of producing and selling beef calves after weaning, which characterizes the activity as breeding and fattening of cattle.

The cotton segment is engaged primarily in the production and sale of cotton lint and seed.

The selected P&L, liabilities and assets information by segment, which were measured in accordance with the same accounting practices used in the preparation of the financial statements, are as follows:

	2024
					Agricultural activity
	Total		Real estate			Grains		Cotton		Sugarcane		Cattle raising		Other		Corporate
Net revenue	771,126		14,284			410,788		77,971		236,393		29,599		2,091		-
Gain from sale of farm	248,375		248,375			-		-		-		-		-		-
Gain (loss) on fair value of biological assets and agricultural products	40,499		-			27,213		4,798		21,996		(6,704	)	(6,804	)	-
Reversal of provision for agricultural products after harvest	(1,091	)	-			(552	)	(393	)	-		-		(146	)	--
Cost of sales	(747,019	)	(2,107	)		(401,745	)	(73,519	)	(212,925	)	(30,026	)	(26,697	)	-
Gross income	311,890		260,552			35,704		8,857		45,464		(7,131	)	(31,556	)	-
Operating income (expenses)
Selling expenses	(55,064	)	-			(38,741	)	(9,494	)	(144	)	(428	)	(6,257	)	-
General and administrative expenses	(65,534	)	-			-		-		-		-		-		(65,534	)
Other operating income	(5,427	)	-			-		-		-		-		-		(5,427	)
Equity pickup	(58	)	-			-		-		-		-		-		(58	)
Operating income (loss)	185,807		260,552			(3,037	)	(637	)	45,320		(7,559	)	(37,813	)	(71,019	)
Financial income	312,916		152,042			84,695		6,215		4,071		801		-		65,092
Financial expenses	(307,208	)	(107,051	)		(30,841	)	(4,458	)	(6,931	)	(808	)	-		(157,119	)
Net income (loss) before taxes	191,515		305,543			50,817		1,120		42,460		(7,566	)	(37,813	)	(163,046	)
Income and social contribution taxes	35,352		(19,247	)		(17,278	)	(381	)	(14,436	)	2,572		12,857		71,265
Net income (loss) for the year	226,867		286,296			33,539		739		28,024		(4,994	)	(24,956	)	(91,781	)
Total assets	3,605,082		2,352,537			347,363		94,603		252,622		44,392		57,436		456,129
Total liabilities	1,425,403		394,973			169,670		9,400		26,080		-		-		825,280

F-66

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

	2023
							Agricultural activity
	Total			Real estate			Grains			Cotton			Sugarcane			Cattle raising			Other			Corporate
Net revenue		903,372			14,893			579,018			38,195			244,830			24,807			1,629			-
Gain from sale of farm		346,065			346,065			-			-			-			-			-			-
Gain (loss) on fair value of biological assets and agricultural products		78,238			-			111,304			(3,631	)		(6,903	)		(13,824	)		(8,708	)		-
Reversal of provision for agricultural products after harvest		(47,708	)		-			(47,168	)		(509	)		-			-			(31	)		-
Cost of sales		(886,225	)		(6,190	)		(556,554	)		(34,565	)		(242,165	)		(25,536	)		(21,215	)		-
Gross income		393,742			354,768			86,600			(510	)		(4,238	)		(14,553	)		(28,325	)		-
Operating income (expenses)
Selling expenses		(41,008	)		(2,190	)		(33,633	)		(3,394	)		(1,068	)		(553	)		(170	)		-
General and administrative expenses		(65,792	)		-			-			-			-			-			-			(65,792	)
Other operating income		(11,049	)		-			-			-			-			-			-			(11,049	)
Equity pickup		(70	)		-			-			-			-			-			-			(70	)
Operating income (loss)		275,823			352,578			52,967			(3,904	)		(5,306	)		(15,106	)		(28,495	)		(76,911	)
Financial income		330,491			67,985			54,009			759			9,690			2,470			-			195,578
Financial expenses		(324,605	)		(116,861	)		(46,777	)		(1,440	)		(158	)		(642	)		-			(158,727	)
Net income (loss) before taxes		281,709			303,702			(60,199	)		(4,585	)		4,226			(13,278	)		(28,495	)		(40,060	)
Income and social contribution taxes		(13,173	)		(5,912	)		(20,468	)		1,559			(1,437	)		4,515			9,689			(1,119	)
Net income (loss) for the year		268,536			297,790			39,731			(3,026	)		2,789			(8,763	)		(18,806	)		(41,179	)
Total assets		3,508,075			1,418,129			259,859			34,347			97,393			54,271			106,479			1,537,597
Total liabilities		1,310,933			473,999			86,120			8			555,081			-			-			195,725

F-67

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

	2022
							Agricultural activity
	Total			Real estate			Grains			Cotton			Sugarcane			Cattle raising			Other			Corporate
Net revenue		1,168,137			6,450			720,883			25,242			378,919			31,507			5,136			-
Gain from sale of farm		251,534			251,534			-			-			-			-			-			-
Gain (loss) on fair value of biological assets and agricultural products		549,764			-			313,944			7,122			227,717			968			13			-
Reversal of provision for agricultural products after harvest		(50,822	)		-			(49,244	)		(1,576	)		-			-			(2	)		-
Cost of sales		(1,142,688	)		(4,536	)		(720,236	)		(24,967	)		(352,519	)		(27,948	)		(12,482	)		-
Gross income		775,925			253,448			265,347			5,821			254,117			4,527			(7,335	)		-
Operating income (expenses)
Selling expenses		(43,578	)		-			(33,359	)		(794	)		(1,260	)		(970	)		(7,195	)		-
General and administrative expenses		(55,968	)		-			-			-			-			-			-			(55,968	)
Other operating income		13,829			-			-			-			-			-			-			13,829
Equity pickup		(31	)		-			-			-			-			-			-			(31	)
Operating income (loss)		690,177			253,448			231,988			5,027			252,857			3,557			(14,530	)		(42,170	)
Net financial income
Financial income		320,177			72,498			36,370			1,178			587			478			-			209,066
Financial expenses		(373,037	)		(55,669	)		(111,335	)		(8,516	)		(393	)		(239	)		-			(196,885	)
Net income (loss) before taxes		637,317			270,277			157,023			(2,311	)		253,051			3,796			(14,530	)		(29,989	)
Income and social contribution taxes		(117,217	)		(18,277	)		(53,981	)		1,158			(87,072	)		(1,314	)		4,940			37,329
Net income (loss) for the year		520,100			252,000			103,042			(1,153	)		165,979			2,482			(9,590	)		7,340
Total assets		3,345,263			1,691,599			402,120			38,625			274,605			69,749			144,916			723,649
Total liabilities		1,129,215			290,399			101,239			1,393			35,093			-			-			701,091

The balance sheet accounts are mainly represented by “Trade accounts receivables”, “Biological assets”, “Inventories of agricultural products” and “Investment properties”.

a) Information on concentration of clients

In the year ended June 30, 2024, the Company has four clients individually representing 10% or more of consolidated revenues, representing 43.5% of the total revenues of the Company. Of these three clients, one account for 56.8% of the revenues from the sugarcane segment and two account for 41.1% of the revenues from the grain/cotton segments.

In the year ended June 30, 2023, the Company has four clients individually representing 10% or more of consolidated revenues, representing 45.8% of the total revenues of the Company. Of these four clients, two account for 63.1% of the revenues from the sugarcane segment and two account for 42% of the revenues from the grain/cotton segments.

In the year ended June 30, 2022, the Company has three clients individually representing 10% or more of consolidated revenues, representing 57.9% of the total sales of the Company. Of these three clients, two account for 97.8% of the revenues from the sugarcane segment and one account for 41% of the revenues from the grains/cotton segments.

There are no clients in other segments that represent 10% or more of revenue of total sales.

F-68

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

b) Geographic information

Revenues and noncurrent assets, excluding financial instruments, income tax and social contribution, deferred assets and rights arising from insurance contracts of the Consolidated, are distributed as follows:

	Brazil						Paraguay and Bolivia
	2024		2023		2022		2024		2023		2022
Net revenue		693,617		815,589		1,077,731		77,509		87,783		90,406
Non-current		1,411,720		1,260,255		925,019		459,639		394,547		429,042

22. Revenues

a) Operating sales


Sales of grains	420,072		593,787		727,875
Sales of cotton	79,800		39,600		26,109
Sales of sugarcane	239,313		247,260		379,242
Sales of beef cattle	31,362		26,262		32,773
Lease	17,833		17,997		15,047
Other revenues	7,400		5,542		9,368
Gross operating revenue	795,780		930,448		1,190,414
Sales deductions
Taxes on sales	(24,654	)	(27,076	)	(22,277	)
Net revenue	771,126		903,372		1,168,137

b) Sale of farms


Sale of farm	421,549		544,995		461,615
Adjustment to present value	(127,024	)	(99,566	)	(145,441	)
Gross revenue from sale of farm	294,525		445,429		316,174
Sales taxes	(10,751	)	(14,811	)	(7,973	)
Cost of sale of farm	(35,399	)	(84,553	)	(56,667	)
Gain from sale of farm	248,375		346,065		251,534
Selling expenses	(5,787	)	(189	)	(6,553	)
Income tax and social contribution	(9,072	)	(17,490	)	(11,110	)
Net gain from sale of farms	233,516		328,386		233,871

In compliance with the obligations related to the sale of farms in previous years, a net revenue of R$5,165 related to the the official measurement of Jatobá Farm (R$902 Rio do Meio I Farm in June 2023). This condition refers to the variable consideration concept established in IFRS15 – Revenue from client agreement.

F-69

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

23. Expensesby nature


Depreciation and amortization	78,705	-	1,470	80,175
Personnel expenses	34,109	4,132	42,026	80,267
Expenses with service provider	198,925	-	9,779	208,704
Leasing	27,567	-	637	28,204
Cost of agricultural products	369,807	-	-	369,807
Fair value of adjustment of agricultural products	17,041	-	-	17,041
Freight and storage	-	45,145	-	45,145
Sale of farm	-	5,787	-	5,787
Maintenance, travel expenses and others	20,865	-	11,622	32,487
Period ended June 30, 2024	747,019	55,064	65,534	867,617
Depreciation and amortization	87,363	-	1,128	88,491
Personnel expenses	36,170	4,884	46,205	87,259
Expenses with service provider	192,050	-	6,790	198,840
Leasing	32,274	-	562	32,836
Cost of agricultural products	370,222	-	-	370,222
Fair value of adjustment of agricultural products	148,260	-	-	148,260
Freight and storage	-	33,861	-	33,861
Allowance for doubtful accounts	-	2,093	-	2,093
Sale of farm	-	170	-	170
Maintenance, travel expenses and others	19,886	-	11,107	30,993
Period ended June 30, 2023	886,225	41,008	65,792	993,025
Depreciation and amortization	81,324	-	1,290	82,614
Personnel expenses	56,924	3,240	39,257	99,421
Expenses with service provider	166,772	-	5,858	172,630
Leasing	28,267	-	342	28,609
Cost of agricultural products	284,694	-	-	284,694
Fair value of adjustment of agricultural products	508,496	-	-	508,496
Freight and storage	-	33,123	-	33,123
Allowance for doubtful accounts	-	20	-	20
Sale of farm	-	7,195	-	7,195
Maintenance, travel expenses and others	16,211	-	9,221	25,432
Period ended June 30, 2022	1,142,688	43,578	55,968	1,242,234

24.Share based payments

On October 2, 2017, the Shareholders Meeting approved the creation of a long-term share-based plan (“ILPA Plan”). As per the ILPA Plan, participants are entitled to a certain number of shares if they remain with the Company during the vesting period and achieve certain key performance indicators (“KPIs”). The ILPA Plan establishes that the Board of Directors will have broad powers to implement it. The shares to be granted under the ILPA Plan cannot exceed the cumulative limit of 2% of shares issued by the Company.

The shares are granted if participants remain with the Company until the end of the vesting period and achieve certain KPIs. Appreciation of the AGRO3 stock is one of the pillars of the program and if a minimum percentage is not reached, participants will not be entitled to receive any shares. If the stock appreciation KPI is achieved, the number of shares to be granted will be divided in three ranges based on the level of achievement of three other KPIs and are adjusted by the dividends per share distributed during the vesting period. Apart from the AGRO3 stock price, performance indicators include operating profitability, sales of farms and capitalization of resources.

F-70

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

2º ILPA Plan

On June 30, 2023, the Company celebrated, with the participants of the Second Plan, the granting of a total of 503,192 shares at the Public Offering price of R$24.51. The total cost incurred by the plan was R$12,883.

Shares within the scope of the Second Plan may be exceeded by the criteria established by the Company’s Board of Directors, based on the time (vesting for time) of up to 3 years and the performance (vesting for performance) stipulated in the Grant Contracts.

3º ILPA Plan

Continuing the action-based remuneration program, on July 1, 2023, the 3rd ILPA Plan began. The Company hired an independent company to measure the fair value of the benefit and if participants reach the KPIs determined in the contract, it is estimated that an average of 544,172 shares will be granted at a value of R$13.34 and R$15.94, depending on the participant’s profile. . To measure the fair value of the benefit, the price of the AGRO3 share on the grant date was considered and the likely price range of the share at the end of the vesting period was projected. The expense amount is adjusted due to this review and the effects are recognized prospectively.

The ILPA Plan is valid for three years and is booked in accordance with IFRS 2, since the Company receives services from the participants and, in exchange, undertakes to deliver its shares. The expenses accounted over the current plan is accumulated at R$1,800 on June 30, 2024.

25. Otheroperating income (expenses), net

	2024
Income (loss) on sale of PPE		(212	)	(3,605	)	2,652
Expenses with acquisitions of new businesses (i)		-		(2,248	)	(2,093	)
Provision for legal claims		437		(2,127	)	(19	)
Agricultural insurance claims (ii)		-		-		8,708
Agricultural losses (iii)		-		(2,525	)	-
Donations to BrasilAgro Institute (vii)		(3,000	)	(8,500	)	-
Gain from indemnities (iv)		-		7,526		7,763
Warrants and restricted shares (v)		(1,859	)	6,232		(2,883	)
Impairment on investment (viii)		-		(4,865	)	-
Other (vi)		(793	)	(937	)	(299	)
		(5,427	)	(11,049	)	13,829
(i)	Refers to expenses with commission on lease agreements.
---	---
(ii)	On October 13, 2021, the subsidiary Palmeiras S.A. received indemnification in the amount of R$8,708, corresponding<br>to the multiple-risk agricultural policy for the 2020/21 crop year, which covers possible losses in soybean and corn production. The losses<br>were caused by the severe drought that occurred in the first half of 2021, which affected the region of Mariscal Estigarribia, in Boquerón,<br>where the company’s farm is located. The indemnification was paid in full, with no amounts left to receive.
---	---
(iii)	Basically, it refers to operating losses in sugarcane harvesting due to adverse climate conditions in the<br>subsidiary Yuchan.
---	---
(iv)	Indemnity received due to the early settlement under the Agrifirma agreement (Note 20.b).
---	---
(v)	The gains and losses reflect the residual liabilities from the acquisition of Agrifirma, measured at fair<br>value. The liabilities correspond to a number of warrants and restricted shares (Note 19), which may vary and, therefore, are classified<br>as financial instruments, recognized as liabilities and measured at fair value based on the Company’s share price.
---	---
(vi)	Of the balance shown, R$1,950 refers to taxes (PIS and Cofins) on indemnity gains.
---	---
(vii)	Non-profit organization of the Brasilagro group that coordinates all social initiatives of the Company.
---	---
(viii)	Refers to the impairment determined during the Agrofy investment period.
---	---

F-71

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

26. Financial income and expenses

	Notes
Financial income
Interest on marketable securities		29,428		46,776		67,010
Interest on receivable		1,792		3,497		2,730
Monetary variation(i)		61		1,815		-
Foreign exchange variation (ii)		10,603		44,710		31,717
Gain on remeasurement of leases (iii)¹		41,376		2,887		-
Gain on remeasurement of receivables from sale of farms (iv)¹		81,459		36,575		65,111
Realized profit from derivative transactions (v)¹	7	99,909		108,969		73,069
Unrealized profit from derivative transactions (vi)¹	7	48,288		85,262		80,540
		312,916		330,491		320,177
Financial expenses
Marketable securities charges		(1,777	)	(2,054	)	(2,900	)
Bank charges		(3,250	)	(3,929	)	(1,999	)
Interest accrued		(67,220	)	(51,526	)	(68,044	)
Monetary variation (i)		(26	)	(140	)	(732	)
Foreign exchange variation (ii)		(12,340	)	(41,354	)	(29,096	)
Gain on remeasurement of leases (iii)¹		(43,071	)	(23,751	)	(22,247	)
Loss on remeasurement of receivables from sale of farms (iv)¹		(6,686	)	(90,034	)	(28,702	)
Realized loss from derivative financial transactions (v)¹	7	(41,950	)	(61,045	)	(153,018	)
Unrealized loss from derivative financial transactions (vi)¹	7	(130,888	)	(50,772	)	(66,299	)
		(307,208	)	(324,605	)	(373,037	)
Financial (expense) income, net		5,708		5,886		(52,860	)

^(1)^	Amounts from 2023 and 2022 revised to better present the<br>net effect of the financial result from the balances of Leases, Sale of Farms and Derivative Financial Transaction.

Net balances are as follows:


Monetary variations (i)	35		1,675		(732	)
Foreign exchange difference (ii)	(1,737	)	3,356		2,621
Net on remeasurement of leases (iii)	(1,695	)	(20,864	)	(22,247	)
Net on remeasurement of receivables from sale of farms (iv)	74,773		(53,459	)	36,409
Realized profit (loss) from derivative financial instruments (v)	57,959		47,924		(79,949	)
Unrealized (loss) profit from Derivative financial instruments (vi)	(82,600	)	34,490		14,241

27. Earningsper share


Net income for the year	226,867	268,536	520,100
Weighted average number of common shares issued (thousands), net of treasury	99,615	98,806	98,844
Effect from dilution – shares	459	550	513
Weighted average number of common shares issued adjusted by the dilution effect	100,074	99,356	99,357
Basic earnings per share	2.2774	2.7178	5.2618
Diluted earnings per share	2.2670	2.7028	5.2347

F-72

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

28. Provision for legal claims

The Company and its subsidiaries are involved in civil, labor, environmental and tax lawsuits. The provisions for probable losses of financial disbursements arising from these lawsuits are estimated and updated by management, supported by the opinion of the Company’s internal and external legal advisors.

Provisions for lawsuits by type are:

Labor

The Company responds to labor complaints, which have as their object the employment relationship between the Company and the companies that provide services and their respective employees. Furthermore, the Company is discussing four Infraction Notices drawn up by the Ministry of Labor and Employment.

Environmental

The Company is a party to administrative proceedings on notices of violation issued by the Institute of the Environment and Water Resources (INEMA) related to alleged lack of adoption of preventive measures to avoid fire that occurred on the Bananal Farm and on the provision of information on the Rural and Environmental Registration.

Probable likelihood of loss


At June 30, 2022	319		-		344		454		1,117
Additions	635		46		1,723		-		2,404
Monetary restatement	4		-		72		32		108
Reversal	(332	)	-		-		-		(332	)
Payments	(507	)	(46	)	(1,452	)	-		(2,005	)
At June 30, 2023	119		-		687		486		1,292
Additions	1,190		7		1		9		1,207
Monetary restatement	(296	)	-		18		108		(170	)
Reversal	(195	)	-		(705	)	(574	)	(1,474	)
Payments	(148	)	(7	)	(1	)	-		(156	)
At June 30, 2024	670		-		-		29		699

Acres del Sud Farm

The Company’s subsidiary, Acres Del Sud, is discussing an administrative process with the aim of cleaning up the Las Londras Farm and perfecting the property right over said property. In this process, the National Institute of Agrarian Reform of Bolivia (“INRA”), on November 25, 2021, issued the Final Resolution, by which it declared the illegality of the possession of 4,435 hectares of Las Londras.

On January 5, 2022, Agropecuária Acres del Sud filed an “Administrative Litigation Process” by which it fully challenged the Final Resolution, before the Agro-Environmental Court, however, on September 15, 2023, a sentence was handed down that dismissed the Administrative Litigation Process and maintained the Final Resolution (“Sentence”). In this context, Agropecuaria Acres del Sud S.A. filed a constitutional proceeding (Acción de Amparo Constitucional) to dismiss the ruling issued by the Agro-Environmental Court on September 13, 2023. On January 25, 2024, the Fourth Constitutional Chamber of the Departmental Court of Justice issued a decision (Sentencia No. 04/24), granting protection to Agropecuaria Acres del Sud S.A., thereby nullifying part of the lawsuit pending before the Agro-Environmental Court, including the ruling issued by the Agro-Environmental Court on September 13, 2023, so that the Agro-Environmental Court can issue a new ruling.

F-73

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

Possible likelihood of loss

The Company and its subsidiaries are parties to legal suits of civil, labor, environmental and tax natures, as well as administrative tax proceedings for which no provisions were set up, since they involve risk of loss classified as possible by the Company and its external legal advisors, as follows:


Civil	9,231	8,525
Tax	13,450	20,881
	22,681	29,406

Judicial deposits


Labor	6,702	47
Environmental	520	504
Civil	177	176
	7,399	727

29. Commitments

Sales agreements for future delivery

BrasilAgro and its subsidiaries have sales agreements for future delivery with some clients, as shown below:

2023/24 Crop

| Soybean | Apr24-Oct24 | | 297,668 | 6 | bags | | R | 126.09 |

| Soybean | Apr24-Oct24 | | 416,667 | 6 | bags | | US | 22.32 |

| Soybean | Apr24-Oct24 | | 83,333 | 3 | Bags | | ** | ** |

| Cotton lint | Jul24-Dec24 | | 3,871 | 5 | ton | | US | 1,915.05 |

| Cotton lint | Jul24-Dec24 | | 2,000 | 4 | Ton | | ** | ** |

| Corn | May24-Dec24 | | 7,215,000 | 4 | Bags | | R | 51.54 |

| Corn | May24-Dec24 | | 1,233,333 | 1 | Bags | | US | 7.40 |

| Sugarcane | Apr24-Dec24 | | 1,031,461 | 1 | Ton | | * | * |

All values are in US Dollars.

2024/25 Crop

| Soybean | Jan25-Feb25 | 166,667 | 2 | Bags | ** | 11 |

| Cotton lint | Aug25-Oct25 | 3,703 | 2 | Ton | ** | ** |

F-74

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

30. Related parties

a)Related-party transactions

****	Assets				Liabilities
	2024		2023		2024		2023
Compensation plans
Management		1,233		1,838		-		-
		1,233		1,838		-		-
Other
Cresca (a)		129		71		1,611		1,471
Cresud (b)		1,170		248		1,859		58
Hemir I		436		-		5,805		5,040
		2,968		2,157		9,275		6,569
Total – Related parties		2,968		2,157		9,275		6,569
a)	Acquisition of biological assets and other fixed assets by Palmeiras,<br>during the spin-off of Cresca.
---	---
b)	Expenses mainly refer to the implementation, development, and<br>maintenance of systems.
---	---
c)	During the process of acquisition of the subsidiaries in Bolivia,<br>the parties entered into an agreement to maintain the blocked contingency amount, aiming to protect the Company.
---	---
b)	Management compensation
---	---

The expenses with Management compensation were recorded under “General and administrative expenses”, as follows:


Board of directors and executive board compensation	11,583	10,665
Bonus	1,754	1,879
Overall compensation	13,337	12,544
Share grants	1,025	3,833
	14,362	16,377

On October 24, 2023, the overall compensation of the Company’s managers for the current year, in the amount of R$16,590, was approved at the Annual and Extraordinary Shareholders Meeting.

31. Insurance

The Company and its subsidiaries maintain (i) civil liability insurance for all employees working at the farms, (ii) insurance for machinery, (iii) life insurance for all the employees, as well as (iv) insurance for Directors and Officers (D&O) and for other Board members. The coverage amount is considered sufficient by management to cover risks, if any, over its assets and/or liabilities. The Company assessed the risk of farm buildings and facilities owned by the Group, as well as its inventories and biological assets, concluding that there is no need for other types of insurance due to low likelihood of risks.

Below is the table of the liabilities covered by insurance and the related amounts at June 30, 2024:

Insurance type	Coverage – R
Civil liability (D&O)
Civil, professional and general liability
Machinery/Automobile
Completion guarantee
Fire/lightning/explosion/electrical damage (office)
Rural multi-risk

All values are in US Dollars.

F-75

BrasilAgro – Companhia Brasileira dePropriedades Agrícolas

Notes to the consolidated financial statements

Year ended on June 30, 2024

(In thousands of reais, except as stated otherwise)

32. Subsequent events

Acquisition of Companhia Agrícola Novo Horizonte

According to note 2.3, the Group acquired Companhia Agrícola Novo Horizonte S.A., including the right to operate a lease of 4,767 hectares of arable land, with a term of 16 years and an average cost of 13 bags per hectare.

On August 6, 2024, the acquisition closing agreement was signed, after compliance with all precedent conditions established in the contract. Therefore, this date was considered as the date of the business combination, since the Company assumed control of the operations. From that date onwards, the assets and liabilities of the acquired company will be consolidated.

The total acquisition value may undergo future adjustments, as established in the contract, due to variations in working capital assets and liabilities. On the date of these financial statements, the estimated amount to be transferred to the selling partners is R$6,157. The purchase price allocation process (PPA) is underway, in accordance with IFR 3 – Business Combination.

The table below shows the preliminary assets and liabilities acquired by the Company in August 06,2024:

Novo Horizonte
Assets	94,165
Cash and cash equivalents		12
Inventories		433
Recoverable taxes and other credits		2,324
Deferred taxes		28,265
Property, plant and equipment		21,314
Right -of-use assets		41,817
Liabilities		87,660
Loans financing		31,101
Trade accounts payable and other liabilities		9,994
Leases payable		44,565
Future capital increase		2,000
Total net assets acquired		6,505
Gain with bargain purchase		(348	)
Total consideration		6,157

Alto Taquari

On September 26, 2024, the subsidiary Imobiliária Mogno transferred to its buyers the remaining balance of 1,157 hectares on the sale of Fazenda Alto Taquari, a rural property located in the municipalities of Alto Taquari and Araputanga – Mato Grosso, the Purchase and Sale contract was celebrated on September 1, 2021 and established the transfer of ownership in two stages, the first being delivered on October 10, 2021.

The amount to be paid was defined as 1,272,274 bags of soybeans, equivalent to R$189,401 on the date of the transaction.

Rio do Meio II

On September 30, 2024, the subsidiary Agrifirma Bahia transferred 190 hectares to its buyers for the sale of Fazenda Rio do Meio II, a rural property located in the municipality of Correntina- Bahia. The Purchase and Sale Agreement was signed on November 8, 2024. 2022 and established a schedule for transfer of ownership in four phases, this being the third, the deadline for the fourth and final transfer is scheduled for July/2025.

The amount to be paid was defined as 54,053 bags of soybeans, equivalent to R$7,128 on the date of the transaction.

Dividend payment

On October 22, 2024, the Company approved the payment of dividends through Ordinary and Extraordinary General Meeting regarding the financial statements as of June 30, 2024 in the amount of R$155,000, the payment of declared dividends must be carried out within thirty days from the date of approval. According to the Bylaws, article 40, dividends not received or claimed will expire within 3 (three) years, counted from the date on which they were made available to the shareholder, and will revert in favor of the Company.

***

F-75

Exhibit2.3

PRIVATEINSTRUMENT OF THIRD ISSUANCE OF SIMPLE SECURED, NON-CONVERTIBLE, DEBENTURES, IN A SINGLE SERIES, FOR PUBLIC DISTRIBUTION IN THEAUTOMATIC REGISTRATION DISTRIBUTION PROCEDURE, OF BRASILAGRO – COMPANHIA BRASILEIRA DE PROPRIEDADESAGRÍCOLAS

enteredinto by and between

BRASILAGRO– COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS

asthe issuer of the Debentures

and

OLIVEIRATRUST

DISTRIBUIDORADE TÍTULOS E VALORES MOBILIÁRIOS S.A.

asTrustee, representing the debenture holders

and

IMOBILIÁRIACAJUEIRO LTDA.

asGuarantor

Dated

November14, 2023

By this private instrument, the parties qualified below

BRASILAGRO – COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS, a corporation registered as a publicly-held company with the Securities and Exchange Commission (“CVM”) in category “A”, in operational phase, headquartered in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, No. 1309, 5th floor, Jardim Paulistano, ZIP Code 01452-002, duly registered with the National Register of Legal Entities of the Ministry of Finance (“CNPJ/MF”) under No. 07.628.528/0001-59, with its constitutive acts filed with the Commercial Registry of the State of São Paulo (“JUCESP”) under NIRE 35.300.326.237, herein represented in accordance with its bylaws (“Issuer”);

OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., a financial institution, with a branch in the City of São Paulo, State of São Paulo, at Rua Joaquim Floriano, No. 1052, 13th floor, room 132 – part, ZIP Code 04534-004, registered with the CNPJ/MF under No. 36.113.876/0004-34, herein represented in accordance with its bylaws (“Trustee”); and

IMOBILIÁRIA CAJUEIRO LTDA., a limited liability company, headquartered in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, No. 1309, 5th floor, room 4, Jardim Paulistano, ZIP Code 01452-002, registered with the CNPJ/MF under No. 08.745.729/0001-07, with its constitutive acts filed with JUCESP under NIRE 35.221.343.040, herein represented in accordance with its articles of association (“Guarantor” and, together with the Issuer and the Trustee, “Parties” and, individually and indistinctly, as “Party”);

come,in the best form of law, to enter into this “Private Instrument of the Deed of the 3rd (Third) Issuance of Simple Debentures, Non-Convertibleinto Shares, of the Type with Real Guarantee, in a Single Series, for Public Distribution in the Automatic Registration DistributionProcedure, of BrasilAgro – Brazilian Agricultural Properties Company” (“Issuance Deed”), which will be governedby the following clauses and conditions:

1. AUTHORIZATION

1.1. The present 3rd (third) issuance of simple debentures, not convertible into shares, of the type with real guarantee, in a single series, of the Issuer ("Debentures"), under the terms of Law No. 6,404, of December 15, 1976, as amended ("Corporation Law" and "Issuance", respectively), for public distribution, under the automatic registration distribution procedure, under the terms of Law No. 6,385, of December 7, 1976, as amended ("Securities Law"), CVM Resolution No. 160, of July 13, 2022, as amended ("CVM Resolution 160"), Law No. 12,431, of June 24, 2011, as amended ("Law 12,431"), Ordinance No. 2,127, of June 30, 2022, published in the Official Gazette of the Union on July 4, 2022, by the Ministry of Regional Development ("Ordinance 2,127") and other applicable legal and regulatory provisions ("Offer"), the execution of this Issuance Deed, the Distribution Agreement (as defined below) and other Offer documents (as defined below), of which it is a part, will be carried out based on the resolutions of the Issuer's Board of Directors Meeting held on November 14, 2023, under the terms of article 59, paragraph one of the Corporation Law and article 21, item XXIII of the Issuer's bylaws ("Issuer's RCA"), and the Issuer's Executive Board Meeting held on November 14, 2023, under the terms of article 26, item VI of the Issuer's bylaws ("Issuer's RD" and, together with the Issuer's RCA, the "Issuer's Corporate Acts"). The Issuer's Corporate Acts also (i) authorized the Issuer's executive board, or its attorneys, to perform all necessary acts to implement the resolutions embodied in the Issuer's RCA, negotiate and execute all necessary documents for the Issuance and the Offer, including any amendments to said documents; (ii) authorized the hiring of all service providers necessary for the execution of the Issuance Deed; and (iii) ratified all other acts already performed by the Issuer's executive board, or its attorneys, related to this Clause.

1.2. The granting of the real guarantee in the form of Fiduciary Alienation (as defined below) was approved at the Guarantor's Partners' Meeting held on November 14, 2023 ("Guarantor's Corporate Act", together with the Issuer's Corporate Acts, the "Corporate Approvals").

2. ISSUANCEREQUIREMENTS

2.1. Filing and Publication of Corporate Approvals

2.1.1. The Issuer's Corporate Acts will be (i) duly filed with the JUCESP; and (ii) published in the Publication Journal (as defined below), in accordance with CVM regulations for the purposes of article 62, item I, letter "a", §5 and article 289, of the Corporation Law, observing the provisions of Clause 4.20 below.

2.1.2. The Guarantor's Corporate Act will be duly filed with the JUCESP.

2.1.3. The Issuer undertakes to (i) within 5 (five) Business Days from the date of the Corporate Approvals, send the Fiduciary Agent proof of the filing protocol of the Corporate Approvals with the JUCESP; (ii) promptly meet any requirements formulated by the JUCESP; and (iii) send the Fiduciary Agent 1 (one) electronic copy (PDF) of the Corporate Approvals containing the JUCESP digital seal proving the effective registration within 2 (two) Business Days after obtaining said registration.

2.2. Filing of this Issuance Deed

2.2.1. The registration of this Issuance Deed and its possible amendments will be carried out in accordance with CVM regulations, under the terms of article 62, §5, of the Corporation Law.

2.2.2. The Issuer undertakes to (i) within 5 (five) Business Days from the date of signing this Issuance Deed or its possible amendments, file the protocol with JUCESP and send the respective proof of protocol submission to the Trustee; (ii) promptly address any requirements formulated by JUCESP; and (iii) send the Trustee 1 (one) electronic copy (PDF) of this Issuance Deed, as well as its possible amendments, containing the digital seal of JUCESP that proves the effective registration with JUCESP, within 2 (two) Business Days after obtaining the said registration.

2.3. Registration for Distribution, Trading, and Financial Settlement

2.3.1. The Debentures will be deposited for (i) distribution in the primary market through the MDA – Asset Distribution Module (“MDA”), managed and operated by B3 S.A. – Brasil, Bolsa, Balcão – Balcão B3 (“B3”), with the distribution financially settled through B3; and (ii) trading in the secondary market through CETIP21 – Securities and Financial Assets (“CETIP21”), managed and operated by B3, with trades financially settled and the Debentures electronically held in custody at B3. Alternatively, the Debentures may be kept registered with the Registrar (as defined below).

2.3.2. Target Audience. The Offer will be exclusively aimed at professional investors, as defined in articles 11 and 13 of CVM Resolution No. 30, dated May 11, 2021, as amended (“CVM Resolution 30” and “Professional Investors”, respectively).

2.3.3. Pursuant to article 86, item II, of CVM Resolution 160, the trading of Debentures in the secondary market may be aimed at (i) qualified investors, as defined in article 12 of CVM Resolution 30, only after 6 (six) months from the date of publication of the Offer Closing Announcement, pursuant to article 76 of CVM Resolution 160 (“Closing Announcement”); and (ii) the general investing public, only after 1 (one) year from the date of publication of the Closing Announcement.

2.4. Automatic Registration of the Offer and Waiver of Prior Analysis by CVM

2.4.1. The Offer will be registered with CVM under the automatic distribution registration procedure, with a waiver of its prior analysis by CVM, pursuant to article 26, item V, of CVM Resolution 160, as it is a public offer of securities (i) representing debt; (ii) issued by a publicly-held company registered with CVM; and (iii) exclusively aimed at Professional Investors.

2.5. Registration of the Offer by the Brazilian Association of Financial and Capital Market Entities (“ANBIMA”)

2.5.1. TheOffer must also be registered with ANBIMA within 15 (fifteen) days from the date of submission to CVM of the Offer Closing Announcement,pursuant to article 20, item I of the “ANBIMA Code of Regulation and Best Practices for Structuring, Coordination, and Distributionof Public Offers of Securities and Public Offers for Acquisition of Securities”, effective since January 2, 2023 (“ANBIMACode”).

2.6. Constitution of the Real Guarantee

2.6.1. The Fiduciary Sale (as defined below) will be constituted under the terms of the Fiduciary Sale Agreement (as defined below), pursuant to Clause 7 below and as provided in article 62, item III of the Corporations Law.

2.6.2. The Fiduciary Sale Agreement (as defined below) must be registered by the Guarantor at the Real Estate Registry Office of the District of Correntina, State of Bahia (“Competent Registry Office”) within 45 (forty-five) calendar days from the pre-registration, under penalty of the occurrence of a Non-Automatic Early Maturity Event (as defined below) of the Debentures, pursuant to Clause 6.1.3, item (xvi) below. The Guarantor must submit the Fiduciary Sale Agreement (as defined below) for pre-registration within 5 (five) Business Days from the date of signing this or its possible amendments, as the case may be.

2.6.3. After the registration of the Fiduciary Alienation Contract (as defined below) or annotation of the amendment, as the case may be, the Guarantor must provide the Trustee Agent with 1 (one) original or electronic copy (PDF) containing the digital seal of the Competent Notary within 3 (three) Business Days, confirming that the Properties (as defined below) were fiduciary alienated to the Trustee Agent and registered as a real guarantee right without third-party competition, with no other real guarantee right existing in relation to the Properties (as defined below).

2.7. Project Framework

2.7.1. The Issuance will be carried out in accordance with Article 2 of Law 12,431, Ordinance 2,127, Presidential Decree No. 8,874, dated October 11, 2016 ("Decree 8,874"), Resolution of the National Monetary Council ("CMN") No. 5,034, dated July 21, 2022, as amended ("CMN Resolution 5,034"), CMN Resolution No. 4,751, dated September 26, 2019 ("CMN Resolution 4,751"), and Ordinance No. 3,346, dated October 26, 2023, published by the Ministry of Integration and Regional Development on October 27, 2023 ("Ordinance 3,346"), under the terms of Annex I of this Issuance Deed.

2.8. Exemption from Prospectus, Summary, and Offer Acceptance Document

2.8.1. The Debentures will be offered exclusively to Professional Investors, therefore, exempt from the disclosure of a prospectus, summary, and use of an offer acceptance document, under the terms of Article 9, item I and §3 of CVM Resolution 160.

3. CHARACTERISTICSOF THE ISSUANCE

3.1. Corporate Purpose of the Issuer.

3.1.1. Under the terms of Article 3 of its Bylaws, the Issuer's corporate purpose is (i) the exploitation of agricultural, livestock, and forestry activities of any kind and nature and the provision of services directly or indirectly related; (ii) the purchase, sale, and/or leasing of properties, land, buildings, and real estate in rural and/or urban areas; (iii) the import and export of agricultural products and inputs related to livestock; (iv) the brokerage of real estate transactions of any kind; (v) participation, as a partner, in other companies, simple or business, and in commercial ventures of any nature, in Brazil and/or abroad, directly or indirectly related to the objectives described in the Issuer's Bylaws; and (vi) the management of own and third-party assets ("Corporate Purpose").

3.2. Allocation of Resources.

3.2.1. Under the terms of Article 2, §1-B, of Law 12,431, Decree 8,874, CMN Resolution 4,751, and Ordinance 3,346, all net resources raised through the Issuance of Debentures must be used by the Issuer, fully and exclusively, for reimbursement related to, and the implementation of irrigation projects, as described in Annex II of this Issuance Deed ("Project" and "Allocation of Resources", respectively).

3.2.2. The resources raised through this Issuance must follow the allocation provided in Clause 3.2.1 above until the maturity date of the Debentures or until the Issuer proves the application of all obtained resources, whichever occurs first.

3.2.3. The Issuer is obliged to inform the Trustee Agent, by email, about the use of the Issuance resources according to the Allocation of Resources, under the terms of Clause 3.2.1 above, accompanied by a description of the expenses incurred and, as necessary, the delivery of supporting documents (i) annually, from the Issuance Date; and/or (ii) within 30 (thirty) days from the date on which the effective allocation of all resources occurs, whichever occurs first, with the Trustee Agent being able to request all necessary clarifications and additional documents from the Issuer.

3.2.4. Notwithstanding the provisions above, the Issuer shall, whenever requested in writing by an Authority (as defined below), for the purposes of complying with the Regulations (as defined below) and the requirements of regulatory and supervisory bodies, or by the Trustee, send a copy of the invoices, bills and/or payment receipts and/or accounting statements that demonstrate the correct Allocation of Resources ("Supporting Documents") to the said Authority or a copy of documents and/or additional information related to the Supporting Documents to the Trustee, within (i) 10 (ten) Business Days before the final date of the deadline demanded by the competent authority and provided that the Issuer has been notified by the Trustee with sufficient time to present the Supporting Documents; or (ii) if the deadline demanded by the competent authority is less than 5 (five) Business Days, within a timeframe compatible with the timely presentation of the said documentation by the Trustee to the competent authority. If the Issuer, duly notified, does not observe the deadlines indicated by the Trustee, the Trustee shall make its best efforts, within the limits of its role, to verify the effective allocation of all resources obtained through the issuance of the Debentures, based on any documents and information obtained.

3.2.5. For the purposes of this Deed of Issuance, the following terms are understood as:

(i)

"Authority": any natural person, legal entity (public or private), personified or not, condominium, trust, investment vehicle, resource pool or any organization that represents a common interest, or group of common interests, including private pension sponsored by any legal entity ("Person"), entity or body: (a) directly or indirectly linked, in Brazil and/or abroad, to the Public Power, including, without limitation, entities representing the Judicial, Legislative and/or Executive Powers, entities of direct or indirect public administration, autarchies and other public law Persons, and/or (b) that administers or is linked to regulated securities markets, self-regulatory entities and other Persons with regulatory, supervisory and/or punitive power, in Brazil and/or abroad, among others; and

(ii)

"Regulation": any law, decree, provisional measure, regulation, administrative rule, letter, resolution, instruction, circular and/or any type of determination, in the form of any other instrument or regulation, from governmental bodies or entities, autarchies, courts or any other Authority, that creates rights and/or obligations.

---

3.2.6. The Trustee will assume that the original documents or authenticated copies of documents eventually sent by the Issuer or by third parties at its request, have not been subject to fraud or alteration, and it is not the Trustee's responsibility to verify the validity, quality, veracity or completeness of the technical and financial information of the eventual documents sent, such as invoices, bills and/or payment receipts and/or accounting statements of the Issuer, object of the allocation of resources, or any other document sent to complement, clarify, rectify or ratify the information mentioned in the allocation of resources.

3.3. Distribution and Placement.

3.3.1. The Debentures will be the subject of a public distribution offer under the terms of the "Coordination and Public Distribution Agreement, Under the Firm Guarantee Regime, of Simple Debentures, Not Convertible into Shares, of the Type with Real Guarantee, in a Single Series, of the 3rd (Third) Issuance of BrasilAgro – Companhia Brasileira de Propriedades Agrícolas" ("Distribution Agreement"), with the intermediation of a financial institution that is part of the securities distribution system responsible for coordinating the Offer, to be indicated in the Distribution Agreement ("Lead Coordinator"), under the firm guarantee placement regime for the Total Issuance Amount (as defined below), in accordance with the provisions of the Distribution Agreement. The distribution plan will be carried out under the terms of article 49 of CVM Resolution 160, as provided in the Distribution Agreement ("Distribution Plan"), with no limitation regarding the number of Professional Investors accessed by the Lead Coordinator, and it is also possible for the subscription or acquisition of the Debentures by any number of Professional Investors.

3.3.2. The placement of the Debentures will be carried out in accordance with B3's procedures and the Distribution Plan provided in the Distribution Agreement.

3.4. Subscription Period.

3.4.1. The Debentures may be distributed by the Lead Coordinator at any time, starting from the registration of the Offer with the CVM and the date of the announcement of the start of the Offer, made in accordance with Article 13 of CVM Resolution 160 ("Announcement of Start"), with simultaneous submission by the Lead Coordinator of the electronic version of the Announcement of Start to the CVM and B3, in accordance with §2 of Article 59 of CVM Resolution 160 ("Distribution Period").

3.4.2. The Distribution Period will be at least 3 (three) Business Days (except if all Debentures have been distributed, without this resulting from the exercise of the firm guarantee), in accordance with Article 59, §4 of CVM Resolution 160, and at most 180 (one hundred and eighty) days, counted from the Announcement of Start, in accordance with Article 48 of CVM Resolution 160.

3.5. Issuance Number.

3.5.1. The Issuance constitutes the 3rd (third) issuance of debentures by the Issuer.

3.6. Number of Series.

3.6.1. The Issuance will be carried out in a single series.

3.7. Total Issuance Value.

3.7.1. The total value of the Issuance will be R$ 165,000,000.00 (one hundred and sixty-five million reais) on the Issuance Date (as defined below) ("Total Issuance Value").

3.8. Registrar and Settlement Agent of the Issuance.

3.8.1. For the purposes of this Issuance, the settlement agent of the Debentures will be OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., a financial institution authorized to operate by the Central Bank of Brazil, headquartered in the city of Rio de Janeiro, State of Rio de Janeiro, at Avenida das Américas, No. 3,434, Block 07, Room 201, ZIP Code 22640-102, registered with the CNPJ/ME under No. 36.113.876/0001-91 ("Settlement Agent", whose definition includes any other institution that may succeed the Settlement Agent in providing services related to the Debentures, provided that the replacement occurs under the terms of this Issuance Deed) and the registrar of the Debentures will be the Settlement Agent, as qualified above ("Registrar", whose definition includes any other institution that may succeed the Registrar in providing services related to the Debentures, provided that the replacement occurs under the terms of this Issuance Deed).

4. CHARACTERISTICSOF THE DEBENTURES

4.1. Issuance Date.

4.1.1. For all legal purposes, the issuance date of the Debentures will be November 16, 2023 ("Issuance Date").

4.2. Start Date of Profitability.

4.2.1. For all legal purposes, the start date of profitability will be the First Subscription Date (as defined below) ("Start Date of Profitability").

4.3. Form, Type, and Proof of Ownership.

4.3.1. The Debentures will be issued in nominative and book-entry form, without the issuance of warrants or certificates, and for all legal purposes, the ownership of the Debentures will be proven by the deposit account statement issued by the Registrar and, additionally, regarding the Debentures that are electronically held in custody at B3, as the case may be, a statement will be issued in the name of the debenture holder that will serve as proof of ownership of such Debentures.

4.4. Convertibility.

4.4.1. The Debentures will be simple, meaning they will not be convertible into shares of the Issuer.

4.5. Type.

4.5.1. In accordance with Article 58 of the Corporations Law, the Debentures will be of the type with real guarantee.

4.6. Term and Maturity Date.

4.6.1. The Debentures will have a term of 2,552 (two thousand five hundred and fifty-two) days, counted from the Issuance Date, maturing on November 11, 2030 ("Maturity Date"), except in cases of declaration of early maturity of the Debentures due to the occurrence of any of the Early Maturity Events, Optional Early Redemption, and adherence of the debenture holders to an Early Redemption Offer, under the terms of this Issuance Deed.

4.7. Unit Nominal Value.

4.7.1. The unit nominal value of the Debentures will be R$ 1,000.00 (one thousand reais) on the Issuance Date ("Unit Nominal Value").

4.8. Quantity of Debentures.

4.8.1. 165,000 (one hundred sixty-five thousand) Debentures will be issued on the Issuance Date.

4.9. Subscription and Payment Method and Payment Price.

4.9.1. The Debentures will be subscribed and paid in cash, in national currency, at the time of subscription for their Unit Nominal Value, on the first payment date, in accordance with the applicable settlement rules of B3 ("First Payment Date"). If any Debenture is paid on a different and later date than the First Payment Date, the payment must consider the balance of the Unit Nominal Value, plus the Remuneration, calculated pro rata temporis from the First Payment Date until the respective and effective payment ("Payment Price" and, each, a "Payment Date", respectively).

4.9.2. The Debentures may also, on any Payment Date, be placed with a premium or discount, provided that it is applied equally to all Debentures subscribed and paid on the same Payment Date.

4.9.3. There will be no preemptive rights for the current shareholders of the Issuer in the subscription of the Debentures.

4.10. Monetary Adjustment.

4.10.1. The Unit Nominal Value of the Debentures will not be monetarily adjusted.

4.11. Remuneration.

4.11.1. On the Unit Nominal Value or balance of the Unit Nominal Value of the Debentures, as the case may be, fixed remuneration interest corresponding to up to 14.0000% (fourteen percent) per year, based on a year of 252 (two hundred and fifty-two) Business Days ("Remuneration") will be applied.

4.11.2. The Issuer has been authorized, under the terms of this Issuance Deed and the Corporate Approvals, to reflect the definitive Remuneration of the Debentures, without the need for new corporate approval(s) from the Issuer and/or the Guarantor or approval by the General Meeting of Debenture Holders, by executing an amendment to this Issuance Deed and complying with the formalities referred to in Clause 2 above, provided that such amendment will be duly formalized before the First Payment Date.

4.12. Remuneration Calculation.

4.12.1. The Remuneration will be calculated exponentially and cumulatively, pro rata temporis for Business Days elapsed from the Profitability Start Date or from the last immediately preceding Remuneration Payment Date, as the case may be, until the date of its effective payment, and will be calculated according to the formula below:

J = Vne x (SpreadFactor – 1)

Where:

J = value of the Remuneration due at the end of each Capitalization Period (as defined below), calculated with 8 (eight) decimal places without rounding;

Vne = Unit Nominal Value or balance of the Unit Nominal Value of the Debentures, informed/calculated with 8 (eight) decimal places, without rounding; and

Spread Factor = fixed interest factor calculated with 9 (nine) decimal places, with rounding, as follows:

SpreadFactor={(spread+1)dp252

Where:

Spread = fixed interest rate, in nominal form, informed with 4 (four) decimal places, corresponding to up to 14.0000% (fourteen percent) per year, based on a year of 252 (two hundred and fifty-two) Business Days, to be determined by the First Payment Date and ratified by means of an amendment to this Issuance Deed; and

DP = number of Business Days between the last Capitalization Period (as defined below) and the current date, with "DP" being an integer.

4.12.2. The capitalization period of the Remuneration ("Capitalization Period") is, for the first Capitalization Period, the time interval that starts on the Profitability Start Date, inclusive, and ends on the first Remuneration Payment Date, exclusive, and for the other Capitalization Periods, the time interval that starts on the immediately preceding Remuneration Payment Date, inclusive, and ends on the subsequent Remuneration Payment Date, exclusive. Each Capitalization Period succeeds the previous one without interruption, until the Maturity Date.

4.13. Remuneration Payment.

4.13.1. Without prejudice to payments due to any early maturity of obligations arising from the Debentures, under the terms of this Deed of Issuance, the Remuneration will be paid annually, starting from the Profitability Start Date, with the first payment due on November 11, 2024, and the last on the Maturity Date, as described in Annex III of this Deed of Issuance ("Remuneration Payment Dates").

4.13.2. Those who are debenture holders at the end of the Business Day prior to each Remuneration Payment Date provided for in this Deed of Issuance will be entitled to receive any amount due to the debenture holders.

4.14. Scheduled Amortization

4.14.1. Except in cases of declaration of early maturity of the Debentures due to the occurrence of any of the Early Maturity Events, Optional Early Redemption, and the adherence of debenture holders to an Early Redemption Offer, under the terms of this Deed of Issuance, the payment of the Unit Nominal Value or the balance of the Unit Nominal Value of the Debentures will be amortized in consecutive annual installments, on the dates and percentages indicated in the table provided in Annex III of this Deed of Issuance (each, a "Scheduled Amortization Date"), with the first payment due on November 11, 2027, and the last on the Maturity Date.

4.15. Payment Location.

4.15.1. Payments due to the Debentures will be made by the Issuer on the respective due date using, as the case may be: (i) the procedures adopted by B3 for Debentures electronically held there; and/or (ii) the procedures adopted by the Registrar, for Debentures not electronically held at B3.

4.16. Extension of Deadlines.

4.16.1. The deadlines for the payment of any obligation provided for and arising from this Deed of Issuance will be considered extended until the 1st (first) subsequent Business Day, if the due date coincides with a day when there is no banking business at the payment location of the Debentures, except in cases where payments must be made through B3, in which case there will only be an extension when the payment date coincides with a national holiday in the Federative Republic of Brazil, Saturday, or Sunday. For the purposes of this Deed of Issuance, "Business Day(s)" will be considered any day that is not a Saturday, Sunday, or national holiday in the Federative Republic of Brazil. When the deadline indicated in this Deed of Issuance is not accompanied by the indication of "business day," it is understood that the deadline is counted in calendar days.

4.17. Default Charges.

4.17.1. Without prejudice to the Remuneration, in the event of late payment by the Issuer of any amount due to the debenture holders under the terms of this Deed of Issuance, as well as within the scope of the Issuance and/or the Offer, overdue and unpaid debts by the Issuer will be subject to, regardless of notice, notification, or judicial or extrajudicial interpellation: (i) a conventional, irreducible, and non-compensatory penalty of 2% (two percent), calculated once for each default; and (ii) default interest at the rate of 1% (one percent) per month, from the date of default until the date of actual payment, both calculated on the amount due and unpaid ("Default Charges").

4.18. Forfeiture of Rights to Additions.

4.18.1. Without prejudice to the provisions of Clause 4.20 below, the failure of the debenture holder to appear to receive the amount corresponding to any of the Issuer's pecuniary obligations, on the dates provided for in this Deed of Issuance, or in a notice published by the Issuer in the Publication Newspaper (as defined below), under the terms of Clause 4.20 below, will not entitle them to receive Remuneration and/or Default Charges for the period related to the delay in receipt, while ensuring the rights acquired up to the respective due date or payment.

4.19. Scheduled Renegotiation.

4.19.1. The Debentures will not be subject to scheduled renegotiation.

4.20. Publicity.

4.20.1. Without prejudice to the provisions of Article 13 of CVM Resolution 160 regarding the publicity of the Issuance and the Offer, all acts and decisions to be taken as a result of this Issuance that, in any way, involve the interests of the debenture holders, must be obligatorily communicated in the form of a notice in the newspaper 'O Estado de São Paulo' ('Publication Newspaper'), as well as on the Issuer's website (https://ri.brasil-agro.com/) ('Notice to Debenture Holders'), in accordance with Article 289 of the Corporations Law and the limitations imposed by CVM Resolution 160 regarding the publicity of the Offer and legal deadlines. The Issuer must notify the Trustee and B3 about any publication on the date it is made, and if the Issuer changes its Publication Newspaper after the Issuance Date, it must send a notification to the Trustee informing the new vehicle for disclosing its information.

4.20.2. The Trustee must send the following documents to ANBIMA: (i) the notices of convocation of the General Meetings of Debenture Holders on the same date of their disclosure to the market for those meetings it has convened and the others on the same date of its knowledge, (ii) the minutes of the meetings of issuances in which it acts as Trustee, on the same date of sending to B3.

4.20.3. Pursuant to Article 13 of CVM Resolution 160, the disclosures of information and Offer Documents (as defined below) must be made prominently and without access restrictions on the following websites: (i) the Issuer; (ii) the Lead Coordinator; (iii) B3; and (iv) CVM. Additionally, at the discretion of the Lead Coordinator and the Issuer, the disclosure may be made in any other means they deem necessary to meet the purposes of the Offer, in accordance with the terms of CVM Resolution 160.

4.20.3.1. For the purposes of this Issuance Deed, 'Offer Documents' means (i) this Issuance Deed; (ii) the Announcement of Commencement (as defined below); (iii) the Announcement of Closing; (iv) the Fiduciary Alienation Agreement (as defined below); (v) the Distribution Agreement (as defined below); (vi) the Offer's advertising material, if any; (viii) the support documents for presentations to potential investors, if any; (ix) the Debenture Summary, prepared in accordance with the ANBIMA Code, according to the 'ANBIMA Rules and Procedures for Debenture Summary No. 01', dated June 3, 2019, both issued by ANBIMA; (x) the Issuer's declaration pursuant to Article 27, item I, subitem 'c' of CVM Resolution 160; (xi) the truthfulness declaration to be issued by the Issuer and the Guarantor; and (xii) any other documents related to the Offer and/or containing information that may influence the investment decision.

4.21. Debenture Holders' Immunity.

4.21.1. The Debentures enjoy the tax treatment provided for in Article 2 of Law 12.431. If any debenture holder has a tax treatment different from that provided for in Law 12.431, they must send to the Settlement Agent or the Registrar, as the case may be, at least 10 (ten) Business Days prior to the date scheduled for receiving any amounts related to the Debentures, documentary evidence of the said immunity or tax exemption. If the debenture holder does not send the said documentation, the Issuer will make the tax withholdings provided for in the tax legislation in force on the income of such debenture holder.

4.21.2. If the Issuer allocates the obtained resources in non-compliance with the Resource Allocation, provided for in Clause 3.2.1 above, causing its disqualification from Law 12.431, the Issuer will be responsible for paying a fine equivalent to 20% (twenty percent) of the amount raised and not allocated to the Project, to be applied by the Federal Revenue Service of Brazil, in accordance with the provisions of Article 2, §§ 5, 6, and 7 of Law 12.431.

4.21.3. Without prejudice to the provisions of Clause 4.21.2 above, if, at any time during the term of the Debentures, the Debentures cease to enjoy definitively or temporarily the tax treatment provided for in Law 12.431 due to any legislation that may revoke, amend, replace, and/or complement it, thereby altering the incidence of tax on the income from the Debentures, the Issuer may, regardless of any procedure or approval, and provided it is permitted by applicable legislation and regulations, at its sole discretion: (a) carry out the Optional Early Redemption of all Debentures, under the terms of Clause 5.1 below and applicable legislation and regulations, without the incidence of any penalty or premium of any nature, it being certain that (1) in this case, the minimum period for carrying out the Optional Early Redemption provided for in Clause 5.1 below will not apply, so that the Issuer must bear any costs and/or tax charges to be paid exclusively due to the said Optional Early Redemption; and (2) until the said Optional Early Redemption is carried out, the Issuer must bear all additional taxes that may be due by the debenture holders, so that the Issuer must add to these payments additional amounts sufficient for the debenture holders to receive such payments as if the said amounts were not subject to tax; or, (b) if (1) the early redemption of all Debentures is not permitted or (2) if the early redemption of all Debentures is permitted, the Issuer opts, at its sole discretion, not to carry out the Optional Early Redemption of all Debentures, it must add to the Remuneration payments additional amounts sufficient for the debenture holders to receive such payments as if the incidence of withholding tax on income were at the rates in effect on the date of signing this Issuance Deed (gross up), and the payment of said increase must be made outside the B3 environment. The Issuer undertakes to collect within the period established by current legislation any taxes or fees that are or may be levied on the Debentures and that are legally attributed to the Issuer, automatically subrogating itself in the right to claim, demand, request, and discuss administratively or judicially the loss, definitively or temporarily, of the tax treatment provided for in Law 12.431 that is not due to the provisions of Clause 4.21 above, or any withholding of taxes on the income from the Debentures, for any reason.

4.22. Risk Rating

4.22.1. No risk rating agency will be contracted within the scope of the Offer to assign a rating to the Debentures.

5. TOTALOPTIONAL EARLY REDEMPTION, EXTRAORDINARY AMORTIZATION, EARLY REDEMPTION OFFER, OPTIONAL ACQUISITION, AND MANDATORY EARLY REDEMPTION

5.1. Optional Early Redemption.

5.1.1. Pursuant to CMN Resolution 4.751 or otherwise, provided that the minimum weighted average term of 4 (four) years of payments elapsed between the Issuance Date and the effective date of early redemption is respected, under the terms of item I, article 1 of CMN Resolution 4.751 and calculated under CMN Resolution 5.034, the Issuer may, provided that the early maturity of the Debentures has not been declared, under the terms of this Issuance Deed, including in the event of loss of the benefit generated by the tax treatment of Law 12.431, under the terms of Clause 4.21 above, at its sole discretion and regardless of the will of the debenture holders, from November 10, 2030 (inclusive), carry out the total optional early redemption of the debentures, according to the terms and conditions provided below (“Optional Early Redemption”).

5.1.2. The Optional Early Redemption must be carried out by publishing a communication of Optional Early Redemption or by sending such communication addressed to the debenture holders, with a copy to the Trustee (in each case, “Optional Early Redemption Communication”), at least 3 (three) Business Days in advance of the scheduled date for the Optional Early Redemption, containing the provisions of Clause 5.1.4 below (“Optional Early Redemption Date”).

5.1.3. The amount to be paid in relation to each of the Debentures under the Optional Early Redemption will be equivalent to the Unit Nominal Value or the balance of the Unit Nominal Value, as the case may be, plus (i) the Remuneration, calculated pro rata temporis from the Profitability Start Date or the immediately preceding Remuneration Payment Date, as the case may be, until the Optional Early Redemption Date; (ii) the Default Charges, if any, as well as any other amounts eventually owed by the Issuer under this Deed of Issuance; (iii) any monetary obligations and other additions related to the Debentures eventually due and unpaid until the Optional Early Redemption Date, as applicable; and (iv) the present value of the remaining amortization payment installments of the Unit Nominal Value and the Remuneration, using as a discount rate the coupon of the Fixed Rate Treasury Bond with semiannual interest (NTN-F), with a duration approximately equivalent to the remaining duration of the Debentures on the Optional Early Redemption Date, to be determined on the Business Day immediately prior to the Optional Early Redemption Date of the Debentures, calculated according to the formula below, and added to the Default Charges, if any, to any monetary obligations and other additions related to the Debentures:

PV = sum of the present value of the Debentures payment installments;

n = total number of payment events to be made for the Debentures, where "n" is an integer;

VNEk = unit value of each of the "k" future amounts due of the Debentures, where the value of each "k" installment is equivalent to the payment of the Remuneration and/or the amortization of the Unit Nominal Value, as the case may be;

Duration = the average term of the payment flows, weighted by the present value of these flows, as described in Resolution 3.947 or another regulation that replaces it;

PVPk = present value factor, determined according to the following formula, calculated with 9 (nine) decimal places, with rounding:

TREASURYPRE = coupon of the Fixed Rate Treasury Bonds with Semiannual Interest (NTN-F), with a duration closest to the remaining duration of the Debentures;

nk = number of Business Days between the Optional Early Redemption Date and the scheduled maturity date of each "k" installment due.

5.1.4. The Optional Early Redemption Communication must include, at a minimum: (i) the Optional Early Redemption Date, which must necessarily be a Business Day; (ii) a mention of the calculation of the Optional Early Redemption value of the Debentures; and (iii) any other information necessary for the operationalization of the Optional Early Redemption, as applicable.

5.1.5. The Debentures redeemed by the Issuer under the Optional Early Redemption must be canceled by the Issuer.

5.1.6. The payment of the Optional Early Redemption cannot occur on a date that coincides with any payment date of the balance of the Unit Nominal Value of the Debentures and/or the Remuneration, as the case may be, but must necessarily be made on a Business Day and on a single date for all Debentures.

5.1.7. The Issuer must, at least 3 (three) Business Days in advance of the respective Optional Early Redemption date, send written notice to B3, the Settlement Agent, and the Registrar, as the case may be, informing them of the execution of the said Optional Early Redemption, with the communication to B3 being signed jointly with the Trustee.

5.1.8. The payment of the Optional Early Redemption must be made in accordance with (i) the operational procedures established by B3 concerning the Debentures that are electronically held at B3; or (ii) the operational procedures adopted by the Registrar, for the Debentures that are not electronically held at B3.

5.1.9. Partial Optional Early Redemption of the Debentures will not be allowed. The Optional Early Redemption will be addressed to all debenture holders, without distinction, ensuring equal conditions for all debenture holders.

5.1.10. Notwithstanding the provisions of the above Clauses, the Optional Early Redemption will follow the rules issued by the CMN, Law 12.431, and other applicable legislation and regulations.

5.2. Extraordinary Amortization.

5.2.1. Extraordinary amortization of the Debentures will not be allowed.

5.3. Offer of Early Redemption.

5.3.1. Observed the provisions of this Issuance Deed, Law 12.431, CMN Resolution 4.751, and any other applicable legislation or regulation, as well as: (i) the minimum weighted average term of 4 (four) years for payments made between the Issuance Date and the date of early redemption of all Debentures resulting from the Early Redemption Offer (as defined below); or (ii) in a shorter period if it becomes legally permitted, at its sole discretion and regardless of the debenture holders' will, to make the Early Redemption Offer (as defined below), the Issuer may, at its sole discretion, make an offer for the early redemption of all (partial early redemption offers are prohibited) of the Debentures, which will be addressed to all debenture holders without distinction, ensuring equal conditions for all debenture holders to accept or not the redemption of the Debentures they hold (“Early Redemption Offer”).

5.3.2. The Early Redemption Offer must be made by the Issuer with prior notice to the debenture holders (by means of a widely publicized announcement, under the terms of Clause 4.20 above, or individual communication to all debenture holders, informing and copying the Trustee, as the case may be, and in both cases, with a copy to B3, with at least 10 (ten) Business Days in advance of the date on which the Early Redemption Offer is intended to be made, and such communication must include: (i) the effective date for the redemption of the Debentures and payment to the debenture holders who accept the Early Redemption Offer; (ii) the redemption premium amount, if any, which cannot be negative, and (iii) other necessary information for decision-making and operationalization by the debenture holders (“Early Redemption Offer Communication”).

5.3.3. After the Early Redemption Offer Communication, the debenture holders who opt to adhere to the Early Redemption Offer must express their intention in writing and formalize their adherence in the B3 system, to the Trustee with a copy to the Issuer, within 5 (five) Business Days from the date of the Early Redemption Offer Communication, and the Issuer must proceed with the early redemption and payment of the amounts due to the debenture holders who accept the Early Redemption Offer on the date stipulated in the Early Redemption Offer Communication. B3 and ANBIMA must be informed of the early redemption at least 3 (three) Business Days before the actual date of its execution, through correspondence from the Issuer with the “agreement” of the Trustee.

5.3.4. The amount to be paid to the debenture holders will be equivalent to the Unit Nominal Value or the balance of the Unit Nominal Value of the Debentures to be redeemed, plus: (i) the Remuneration calculated pro rata temporis from the Start Date of Profitability or the Remuneration Payment Date immediately preceding, as the case may be, until the effective redemption date of the Debentures subject to the Early Redemption Offer; and (ii) if applicable, the redemption premium to be offered to the debenture holders and indicated in the Early Redemption Offer Communication, at the sole discretion of the Issuer (“Redemption Offer Price”).

5.3.5. The payment of the Redemption Offer Price will be made: (i) through the procedures adopted by B3 for Debentures electronically held at B3, or (ii) through procedures adopted by the Registrar, in the case of Debentures that are not electronically held at B3.

5.3.6. The Debentures redeemed by the Issuer as provided in this Clause will be mandatorily canceled.

5.3.7. The early redemption of the Debentures will only occur if, within the period provided in Clause 5.3.2 above, debenture holders representing at least 75% (seventy-five percent) of the Debentures in circulation approve the Early Redemption Offer, through a resolution in the General Meeting of Debenture Holders, or formally adhere to the Early Redemption Offer. In this case, all Debentures of such debenture holders must be redeemed. Partial redemption through the Early Redemption Offer will not be allowed.

5.4. Optional Acquisition of Debentures.

5.4.1. Observed the provisions of CVM Resolution No. 77, of March 29, 2022, as amended (“CVM Resolution 77”), the Issuer may, at any time, from 2 (two) years from the Issuance Date, under the terms of article 1, §1, item II, combined with article 2, §1, of Law 12.431, or before such date, provided it becomes legally permitted, under the terms of Law 12.431, CMN regulation, or other applicable legislation or regulation, acquire the Debentures in circulation, observing the terms of §3 of article 55 of the Corporations Law and the applicable CVM regulation (“Optional Acquisition”).

5.4.2. The Debentures acquired by the Issuer, under the terms of Clause 5.4.1 above, may, at the Issuer's discretion, be (i) canceled, in the manner to be regulated by the CMN, in accordance with the provisions of article 1, §1, item II, combined with article 2, §1, of Law 12.431; (ii) remain in treasury; (iii) be reissued in the market.

5.4.3. The Debentures acquired by the Issuer to remain in treasury, under the terms of Clause 5.4.2 above, if and when reissued in the market, will be entitled to the same Remuneration applicable to the other Debentures.

5.4.4. In the event of cancellation of the Debentures, if legally permitted under Law 12.431, observing the rules issued by the CMN and other applicable legal and regulatory provisions, it will not be necessary to execute an amendment to this Deed of Issuance to reflect such cancellation, noting that, on the date of execution of this Deed of Issuance, the said cancellation is not permitted by Law 12.431.

5.4.5. Regardless of the price practiced, the Issuer must report the Optional Acquisition in the management report and financial statements, as provided in article 16 of CVM Resolution 77. If the Issuer acquires Debentures for a value higher than the balance of the Unit Nominal Value of the Debentures, it must, prior to the acquisition, communicate its intention to the Trustee and all debenture holders, under the terms and conditions established in article 19 of CVM Resolution 77.

5.4.6. The Optional Acquisition, concerning the Debentures that: (i) are electronically held in custody at B3, will be carried out in accordance with B3's operational procedures; and (ii) are not electronically held in custody at B3, will be carried out in accordance with the operational procedures of the Registrar.

5.5. Mandatory Early Redemption

5.5.1. Mandatory early redemption of the Debentures will not be allowed.

6. EARLYMATURITY

6.1.1. The Debentures and all obligations contained in this Deed of Issuance will be considered early matured, making the payment of the Unit Nominal Value or the balance of the Unit Nominal Value, as the case may be, immediately due by the Issuer, plus the Remuneration, calculated pro rata temporis, from the Profitability Start Date or the last Remuneration Payment Date, as the case may be, until the date of its effective payment, without prejudice to the collection of Default Charges, if any, and any other amounts eventually owed by the Issuer under any of the Offer Documents, upon the occurrence of the events described in Clauses 6.1.2 and 6.1.3 below, observing the possible cure periods and respective procedures, when applicable (each, an “Early Maturity Event”).

6.1.2. Automatic Early Maturity Events: Observing the possible applicable cure periods, the occurrence of any of the events indicated in this Clause will result in the automatic early maturity of the Debentures, regardless of consultation with the debenture holders (each, an “Automatic Early Maturity Event”):

(i)	default<br> by the Issuer and/or the Guarantor of any pecuniary obligation related to the Debentures<br> and/or provided for in this Deed of Issuance and/or in the Fiduciary Alienation Agreement,<br> on the respective payment date provided for in this Deed of Issuance and/or in the Fiduciary<br> Alienation Agreement, not remedied within 1 (one) Business Day from the date of the respective<br> default, respecting any cure periods contained in the above-mentioned instruments;
(ii)	(a)<br> liquidation, dissolution, or extinction of the Issuer and/or the Guarantor; (b) declaration<br> of bankruptcy of the Issuer and/or the Guarantor and/or any of their “Controlled Companies”<br> (as defined in article 116 of the Corporations Law); (c) self-bankruptcy request made by<br> the Issuer and/or the Guarantor and/or any of their controlling companies; (d) bankruptcy<br> request of the Issuer and/or any of their Controlled Companies made by third parties, not<br> remedied within the legal period; or (e) judicial or extrajudicial recovery request of the<br> Issuer and/or the Guarantor and/or any of their Controlled Companies, regardless of the approval<br> of the respective request;
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(iii)	declaration<br> of early maturity of any financial obligation of the Issuer and/or the Guarantor (even as<br> guarantor), arising from banking debts, capital market operations, local or international,<br> observing the cure periods provided in the respective debt instruments;
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(iv)	default<br> by the Issuer and/or the Guarantor (even in the capacity of guarantors) of any debt or financial<br> obligation, within the scope of the financial and capital markets, local or international,<br> in an individual or aggregate amount equal to or greater than R$ 30,000,000.00 (thirty million<br> reais) or equivalent in other currencies, observing the cure periods provided in the respective<br> debt instruments;
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(v)	reduction<br> of the Issuer's share capital, as provided in Article 174, §3, of the Brazilian Corporation<br> Law, except for the absorption of losses, as provided by law;
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(vi)	change<br> in the corporate purpose of the Issuer and/or the Guarantor, as provided in its Bylaws or<br> articles of association, as the case may be, in effect on the Issuance Date, except if it<br> does not result in a change in the main activity of the Issuer and/or the Guarantor;
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(vii)	declaration<br> of invalidity, nullity, or unenforceability of this Issuance Deed and/or any of the other<br> Offer Documents to which the Issuer and/or Guarantor are parties, by any judicial decision<br> or arbitral award;
(viii)	assignment,<br> promise of assignment, or any form of transfer or promise of transfer to third parties, in<br> whole or in part, by the Issuer and/or the Guarantor, of any of their obligations under this<br> Issuance Deed and/or the Fiduciary Alienation Agreement (as defined below), except if approved<br> by the debenture holders, as previously resolved in a General Meeting of Debenture Holders<br> or if due to an Authorized Corporate Transaction, under the terms of this Issuance Deed;
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(ix)	transformation<br> of the Issuer's corporate type so that it ceases to be a corporation, under the terms of<br> Articles 220 to 222 of the Brazilian Corporation Law;
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(x)	judicial<br> questioning of the validity and/or enforceability, by the Issuer and/or the Guarantor, of<br> this Issuance Deed and/or the Fiduciary Alienation and/or any of the Offer Documents;
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(xi)	if<br> this Issuance Deed or any Offer Document to which the Issuer and/or the Guarantor is a party<br> is, for any reason, terminated, rescinded, or otherwise extinguished by the Issuer and/or<br> the Guarantor.
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6.1.3. Non-Automatic Early Maturity Events: Upon the occurrence of any of the events indicated in this Clause, not remedied within the applicable cure period, the provisions of Clauses 6.1.5 and following of this Issuance Deed will occur (each, a 'Non-Automatic Early Maturity Event'):

(i)

default by the Issuer and/or the Guarantor of any non-monetary obligation provided in this Issuance Deed and/or the Fiduciary Alienation Agreement, not remedied within 5 (five) Business Days from the date of receipt of notification of the respective default, provided that the period provided in this item does not apply to obligations for which a specific cure period has been stipulated;

(ii)

failure to obtain, non-renewal, cancellation, revocation, or suspension of the authorizations, concessions, permits, and/or licenses necessary for the achievement of the corporate purpose of the Issuer and/or the Guarantor, including but not limited to the certificate of grants for water use under the terms of this Issuance Deed, except for the authorizations, concessions, permits, and/or licenses that are in the process of renewal and that do not prevent the Issuer and/or the Guarantor, as the case may be, from executing their respective corporate purposes and that are not in violation of applicable laws and regulations;

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(iii)	creation<br> of any Encumbrance on the Properties (in addition to the Fiduciary Alienation), provided<br> that for the purposes of this Issuance Deed, 'Encumbrance' is defined as a mortgage, pledge,<br> fiduciary alienation, fiduciary assignment, usufruct, trust, charge, encumbrance or burden,<br> seizure, sequestration or attachment, judicial or extrajudicial, voluntary or involuntary,<br> or any other act that has a similar practical effect to any of the above expressions;
(iv)	non-compliance,<br> after the applicable cure periods provided in the Fiduciary Alienation Agreement (as defined<br> below), with the reinforcement obligations and/or the limits, percentages, and/or values<br> of the Fiduciary Alienation (as defined below);
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(v)	split,<br> merger, incorporation, incorporation of shares, or any form of corporate reorganization involving<br> the Issuer and/or the Guarantor, except in the following cases and provided that the Issuer<br> is not extinguished ('Authorized Corporate Transactions'):
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(a)	if<br> previously authorized by the debenture holders in a General Meeting of Debenture Holders;
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(b)	if,<br> exclusively in the case of a split, merger, or incorporation of the Issuer, the debenture<br> holders have been assured, for a minimum period of 6 (six) months from the date of publication<br> of the minutes of the corporate acts related to the operation, the redemption of the Debentures<br> they hold, by paying the balance of the Unit Nominal Value, plus the Remuneration, calculated<br> pro rata temporis from the Profitability Start Date or the immediately preceding Remuneration<br> Payment Date, as the case may be, until the date of effective payment, observing the time<br> limit provided in Clause 5.1.1. above;
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(c)	in<br> the cases of split, merger, incorporation, incorporation of shares, or any form of corporate<br> reorganization involving solely and exclusively the Subsidiaries; or
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(d)	in<br> the cases of split, incorporation, incorporation of shares, or any form of corporate reorganization<br> with third parties not part of the Issuer's economic group, by the Issuer, the Guarantor,<br> and/or any of its Subsidiaries, which cumulatively: (1) do not constitute a merger or any<br> other corporate restructuring that may result in a Material Adverse Effect (as defined below);<br> (2) do not result in the assignment, disposal, or any form of transfer, directly or indirectly,<br> of the obligations present in this Issuance Deed; (3) do not result in a reduction of the<br> Issuer's assets that may result in a Material Adverse Effect (as defined below); (4) are<br> carried out with third parties not part of the Issuer's economic group whose corporate purpose<br> is solely and exclusively activities related to the Issuer's Corporate Purpose, as well as<br> the incorporation, purchase and sale, leasing, subleasing, renting, and lending of properties,<br> rural partnerships, and the management, maintenance, brokerage, and collection of rents,<br> inspections, and contractual negotiations pertinent to the management of real estate properties;<br> (5) the ultimate goal of such acts is the acquisition of rural properties, provided that<br> these do not have any Encumbrances that may result in a Material Adverse Effect (as defined<br> below) for the Issuer; (6) such acts do not imply non-compliance by the Issuer with the declarations<br> and guarantees provided under Clause 9 of this Issuance Deed; and (7) such acts do not imply<br> non-compliance by the Issuer and the Guarantor with any obligation provided in the Offer<br> Documents;
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(vi)	protest<br> of titles against the Issuer and/or the Guarantor and/or any of its Subsidiaries (even as<br> guarantors), in an individual or aggregate amount equal to or greater than R$ 30,000,000.00<br> (thirty million reais), or its equivalent in other currencies, unless the protest has been<br> made due to proven error or bad faith of third parties or canceled, or if it is validly contested<br> in court, in any case, within a maximum period of 10 (ten) Business Days from the date of<br> knowledge of the respective protest by the protested party;
(vii)	filing<br> of a lawsuit that has as its object the action by the Issuer and/or the Guarantor, in non-compliance<br> with any provision of any law or regulation, national or foreign, against the practice of<br> corruption or acts harmful to public administration, including, without limitation, Decree-Law<br> No. 2,848/1940, Law No. 12,846, of August 1, 2013, as amended, Law No. 9,613, of March 3,<br> 1998, as amended, Decree No. 11,129, of July 18, 2022, Law No. 6,385, of December 7, 1976,<br> as amended, Law No. 7,492, of June 16, 1986, as amended, Law No. 8,137, of December 27, 1990,<br> as amended, Law No. 8,429, of June 2, 1992, as amended, Law No. 8,666, of June 21, 1993,<br> as amended (or other public procurement and contract regulations), the U.S. Foreign Corrupt<br> Practices Act of 1977, and the UK Bribery Act, as applicable (“Anti-Corruption Laws”);
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(viii)	non-compliance<br> with any judicial, administrative, or arbitral decision that has not been granted a suspensive<br> effect against the Issuer and/or the Guarantor, in an individual amount equal to or greater<br> than R$ 30,000,000.00 (thirty million reais);
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(ix)	expropriation,<br> confiscation, or any other act by any governmental entity of any jurisdiction over the property<br> and/or direct or indirect possession of the Issuer's assets (except for the Properties subject<br> to the Fiduciary Alienation), in an individual amount equal to or greater than (a) in the<br> case of expropriation, R$ 100,000,000.00 (one hundred million reais) and, cumulatively, if<br> the respective compensation paid by the governmental entity to the Issuer due to the expropriation<br> corresponds to less than 70% (seventy percent) of the appraisal value of the respective expropriated<br> property and such compensation materially compromises the Issuer's assets; or (b) in the<br> case of confiscation or any other similar act by any governmental entity of any jurisdiction,<br> R$ 100,000,000.00 (one hundred million reais);
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(x)	non-use<br> by the Issuer of the net resources obtained from the Issuance strictly in accordance with<br> this Issuance Deed;
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(xi)	judicial<br> questioning by any person other than the Issuer and the Guarantor of this Issuance Deed and/or<br> the Fiduciary Alienation Agreement, not contested within the legal deadline or within 15<br> (fifteen) days from the date the Issuer and/or the Guarantor become aware of the filing of<br> such judicial questioning, whichever is shorter;
(xii)	proof<br> that any of the statements made by the Issuer and/or the Guarantor in this Issuance Deed<br> and/or in the other Offer Documents is false or incorrect, in the latter case, in any material<br> aspect;
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(xiii)	distribution<br> and/or payment by the Issuer of dividends, interest on equity, or any other profit distributions<br> to the Issuer's shareholders, if the Issuer is in default with any of its pecuniary obligations<br> established in this Issuance Deed, except for the mandatory dividends provided for in Article<br> 202 of the Corporations Law, under the terms of the Issuer's Bylaws in effect on the Issuance<br> Date;
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(xiv)	non-compliance<br> by the Issuer for 2 (two) consecutive quarters, during the term of the Debentures, with the<br> financial index below (“Financial Index”), to be calculated by the Issuer quarterly<br> and verified by the Fiduciary Agent, based on the Issuer's consolidated financial statements,<br> including the Issuer's financial statements as of December 31, 2023:
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Net Debt/Own Land Value less than 30.00% (thirty percent equivalent to 0.3 times)

For the purposes of this item, the following definitions apply:

(a)

“Net Debt” means the total amount of loans (including short and long-term loans, as shown in the consolidated balance sheet), minus the amount of Cash and Cash Equivalents;

(b)

“Own Land Value” means the fair appraisal value attributed to the Issuer's Own Lands, as per the explanatory note “Investment Properties” in the Issuer's financial statements, plus the present value of farm sales receivables, as per the explanatory note “Accounts Receivable and Other Credits” in the financial statements, and minus the accounts payable related to acquisitions, as per the explanatory note “Acquisitions Payable” in the financial statements; and

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(c)	“Own<br> Lands” means the rural properties held, directly or indirectly, by the Issuer and its<br> subsidiaries, as recorded in the respective property's registration.
(xv)	non-compliance<br> by the Issuer for 2 (two) consecutive quarters, during the term of the Debentures, with the<br> financial index applicable to agribusiness receivables certificates (CRA) issued under the<br> 7th and 8th series of the 1st (first) issuance of Cibrasec Companhia Brasileira de Securitização<br> S.A. (currently named Virgo II Companhia de Securitização), registered under<br> CNPJ/MF No. 02.105.040/0001-23, on May 21, 2018, or in other operations similar to those<br> described in this Issuance Deed;
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(xvi)	failure<br> to meet the 45 (forty-five) calendar day deadline from the pre-registration for the completion<br> of the registration of the Fiduciary Alienation Agreement (as defined below) with the Competent<br> Notary, as provided in Clause 2.6 above, except (a) if the registration is not obtained due<br> to requirements made by the Competent Notary and provided that the Guarantor and/or the Issuer<br> are complying with such requirements in a timely manner, in which case the above deadline<br> will be extended by another 45 (forty-five) calendar days; or (b) if there is a substitution<br> of collateral under the terms of the Fiduciary Alienation Agreement (as defined below);
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(xvii)	existence<br> of an administrative and/or judicial decision, immediately enforceable, whose effects are<br> not suspended or reversed within the legal deadline or within 30 (thirty) days from its publication,<br> whichever is shorter, due to non-compliance by the Issuer and/or its Controlled Entities<br> with labor legislation;
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(xviii)	in<br> case the Guarantor carries out the sale of the Properties (as defined below), without their<br> proper replacement, under the terms of Clause 7.6 below and the provisions of the Fiduciary<br> Sale Agreement (as defined below); and
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(xix)	existence<br> of embargo(s) on illegally deforested areas or other infractions related to flora on the<br> Properties, not regularized and/or duly contested within the non-extendable period of 12<br> (twelve) months from the date of the respective infraction.
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6.1.4. The occurrence of any of the Automatic Early Maturity Events provided for in Clause 6.1.2 above will result in the automatic early maturity of the obligations arising from the Debentures, with the consequent declaration, by the Fiduciary Agent, of the early maturity of all obligations arising from the Debentures, subject to the sending of notification by the Fiduciary Agent with 1 (one) Business Day in advance to the Issuer, for the purpose of written communication.

6.1.5. In the event of any of the Non-Automatic Early Maturity Events provided for in Clause 6.1.3 above, the Fiduciary Agent must immediately notify the Issuer of the occurrence of such event(s) and convene a General Meeting of Debenture Holders, within 3 (three) Business Days from the knowledge of its occurrence, ensuring the Issuer's participation in the said meeting.

6.1.6. If the said General Meeting of Debenture Holders is installed in accordance with the installation quorums provided for in Clause 11.6 below and the debenture holders, observing the deliberation quorums provided for in Clause 11.7 below, without prejudice to the specific quorums established in this Issuance Deed, decide not to consider the early maturity of the obligations arising from the Debentures, or, in case of suspension of the works for deliberation at a later date, the debenture holders should not declare the early maturity of the obligations arising from the Debentures and should formalize a minute of the General Meeting of Debenture Holders approving the non-declaration of early maturity, otherwise, the debenture holders should immediately declare the early maturity of the obligations arising from the Debentures.

6.1.7. In the event of early maturity, declared by the Fiduciary Agent, of the obligations arising from the Debentures, the Issuer is obliged to redeem all the Debentures, with their consequent cancellation, for the balance of the Unit Nominal Value, plus the Remuneration, calculated pro rata temporis, from the Profitability Start Date or the last Remuneration Payment Date, whichever occurs last, until the date of the effective redemption, without prejudice to the payment of Default Charges, if any, of any other amounts eventually owed by the Issuer under this Issuance Deed, including any overdue and unpaid expenses, within 1 (one) Business Day from the date on which the early maturity of the obligations arising from the Debentures is declared, under penalty of, if not doing so, being obliged to pay the Default Charges, it being certain that such payment is due by the Issuer from the date of the declaration of early maturity, and the debenture holders may take all necessary measures to satisfy their credit, regardless of any operational period necessary for the redemption of the Debentures.

6.1.8. Notwithstanding the provisions of the Clauses above, the Issuer may, at any time, convene a General Meeting of Debenture Holders for them to deliberate on the waiver or temporary prior forgiveness (request for prior waiver) of any of the Early Maturity Events, which will depend on the approval of debenture holders holding at least 50% (fifty percent) plus one of the Debentures in Circulation.

7. REAL GUARANTEE

7.1. Fiduciary Alienation: Under the terms established in the 'Private Instrument of Fiduciary Alienation of Real Estate in Guarantee and Other Covenants,' to be executed between the Guarantor, the Fiduciary Agent, and the Issuer, as an intervening consenting party ('Fiduciary Alienation Agreement') to ensure the faithful, punctual, and full compliance (i) of the monetary obligations, principal and ancillary, present or future, at their original or early maturity, assumed by the Issuer in this Issuance Deed, including, but not limited to, the Unit Nominal Value or balance of the Unit Nominal Value, as the case may be, increased by the Remuneration, Late Charges, if any, applicable to the subscribed and paid-in Debentures and other charges related to the Issuance Deed and other Offer Documents, as applicable, when due, whether on the respective payment dates, on the Maturity Date, or due to the early maturity of the obligations arising from the Debentures, under the terms of this Issuance Deed, as applicable; (ii) of the obligations related to any other monetary obligations assumed by the Issuer and/or the Guarantor, as the case may be, in the Offer Documents, including, without limitation, the obligations to pay expenses, costs, charges, taxes, reimbursements, or indemnities, as well as the obligations related to the Settlement Agent, the Registrar, B3, and the Fiduciary Agent; and (iii) of the obligations to reimburse any and all amounts that the Fiduciary Agent and/or the debenture holders may disburse within the scope of the Issuance and/or due to the constitution, maintenance, and/or possible enforcement of the Fiduciary Alienation (as defined below), as well as any and all costs, taxes, attorney fees incurred in protecting the interests of the debenture holders, judicial and/or extrajudicial expenses related to the enforcement of the Fiduciary Alienation (as defined below), under the terms of this Issuance Deed and the Fiduciary Alienation Agreement, as applicable, and any other expenses for which the Issuer is responsible as provided in this Issuance Deed (including fines, penalties, indemnities, expenses, costs, and other contractual and legal charges provided herein) ('Guaranteed Obligations'), the Guarantor will constitute fiduciary alienation over the properties subject to the registration certificates No. 6,254 and 6,267, both issued by the Competent Registry Office ('Properties' and 'Fiduciary Alienation,' respectively).

7.2. Throughout the term of the Debentures, the market value of the Properties subject to the Fiduciary Alienation must represent at least 150% (one hundred and fifty percent) of the balance of the Unit Nominal Value of the Debentures ('Minimum Guarantee Ratio').

7.2.1. The maintenance of the Minimum Guarantee Ratio will be verified annually by the Fiduciary Agent, by the 5th (fifth) Business Day of March each year ('Verification Date'), and, for the purpose of the said calculation, the market value of the Properties demonstrated by an appraisal report to be provided by the Issuer and conducted by any of the following specialized companies in the field: (i) Valora Engenharia S/S Ltda.; (ii) Control Union; (iii) Mercatto; (iv) IHS; (v) Approval; (vi) Confidence; (vii) Scot; (viii) Terra Soluções; or (ix) other companies previously approved at the General Meeting of Debenture Holders, issued no more than 180 (one hundred and eighty) days prior to the said Verification Date ('Market Value' and 'Appraisal Report,' respectively). All expenses arising from the preparation of the Appraisal Report shall be borne by the Issuer.

7.2.2. Regardless of the Verification Date, the Issuer may, at its own expense, hire the specialized companies indicated in the Fiduciary Alienation Agreement, previously authorized by the Fiduciary Agent, to update the Market Value, and may, based on the new Appraisal Report, promote the Partial Release of Guarantee (as defined below) ('Extraordinary Verification Date').

7.3. Partial Release of Guarantee. In the event that the coverage percentage of the Minimum Guarantee Ratio is exceeded, the Fiduciary Alienation will be released by the Fiduciary Agent, without the need to convene a General Meeting of Debenture Holders, provided that: (i) a new Appraisal Report is presented and funded by the Issuer, demonstrating that (a) the Minimum Guarantee Ratio has been exceeded; and (b) with the release of the Properties given as collateral, the Minimum Guarantee Ratio is maintained; and (ii) the said release covers the entirety of the Properties, with no partial release of the Properties being allowed under any circumstances ("Partial Release of Guarantee").

7.3.1. Without prejudice to the provisions of the Fiduciary Alienation Agreement, the Partial Release of Guarantee, except in the case of the dismemberment of the Property registration(s), is not subject to approval by the debenture holders gathered in a General Meeting, being already permitted under the terms and conditions provided in the Fiduciary Alienation Agreement, and a release term of the said guarantee will be issued by the Fiduciary Agent within 30 (thirty) days after receiving the Partial Release of Guarantee request sent by the Guarantor.

7.4. Optional Substitution of Guarantee. In the event of a request to substitute the Properties given as collateral for reasons other than non-compliance with the Minimum Guarantee Ratio, the Guarantor must notify the Fiduciary Agent of its intention at least 15 (fifteen) Business Days in advance, and in this case, the Property will be automatically released, i.e., without the need for any approval by the Debenture Holders, provided that the following precedent conditions are met: (i) all Eligibility Criteria (as provided in Annex IV of the Fiduciary Alienation Agreement) are met, which will be presented and funded by the Guarantor; (ii) the Minimum Guarantee Ratio is maintained; (iii) the respective fiduciary alienation agreement of the substitute property(ies) is registered at the competent real estate registry office; (iv) it is verified that the said substitution covers the entirety of a property, with no partial release of the Property being allowed under any circumstances; and (v) no Event of Early Maturity is in progress ("Precedent Conditions for Substitution of Guarantee").

7.5. Reinforcement or Substitution of the Guarantee. Pursuant to articles 1,367 and 1,425 of the Civil Code, the Guarantor is obliged to reinforce or substitute the present Fiduciary Alienation, so as to fully restore the Fiduciary Alienation and ensure that the value of the encumbered assets and rights is at least equivalent to the Minimum Guarantee Ratio, in the following cases: (i) if the Fiduciary Alienation deteriorates, is subject to attachment, seizure, sequestration, blocking, listing, expropriation, or any judicial or administrative measure of similar effect (each, a "Reinforcement Event"); or (ii) if the Minimum Guarantee Ratio is not observed ("Reinforcement or Substitution of the Guarantee").

7.5.1. For the purposes of Reinforcement or Substitution of the Guarantee, the Guarantor undertakes to, regardless of prior notification from the Fiduciary Agent, notify the Fiduciary Agent within 5 (five) counted days ("Notification"): (i) of the occurrence of any Reinforcement Event; or (ii) of the knowledge of non-compliance with the Minimum Guarantee Ratio, as evidenced in the Appraisal Report.

7.5.2. In the event of Reinforcement or Substitution of the Guarantee, the Guarantor must send to the Fiduciary Agent, within 30 (thirty) days of the Notification, the list of new real estate properties it intends to offer, as well as demonstrate compliance with the Precedent Conditions for Substitution of Guarantee, including but not limited to compliance with all Eligibility Criteria (as provided in Annex IV of the Fiduciary Alienation Agreement).

7.5.3. Once all the Precedent Conditions for Substitution of Guarantee are met, the Eligibility Criteria are observed, and the Minimum Guarantee Ratio is restored, the Parties must execute a fiduciary alienation instrument for the new property(ies), substantially in the form of the Fiduciary Alienation Agreement, without the need for any approval by the Debenture Holders.

7.5.4. All costs arising from the Reinforcement or Replacement of Guarantee, including, but not limited to, the Appraisal Report, or fees for registering the instruments to be formalized, will be borne by the Guarantor and/or the Issuer.

7.5.5. If the Guarantee Reinforcement Event is not provided within the deadlines and conditions set forth in this Clause 7.5, it will constitute a default event and an Early Maturity Event, pursuant to Clause 6.1.3, item (xvii) above.

7.6. The Fiduciary Alienation may be executed, in whole or in part, as many times as necessary, until the full compliance of the Guaranteed Obligations.

7.7. It is agreed and adjusted that the present guarantee is not exclusive but cumulative with the other guarantees of the Guaranteed Obligations, and the Fiduciary Agent may execute or enforce all or each of these guarantees indiscriminately in the order it deems necessary, for the purposes of amortizing or liquidating the Guaranteed Obligations.

7.8. The Issuer: (i) declares to be aware of the terms of the Fiduciary Alienation Agreement; and (ii) commits to: (a) comply with them; (b) exercise its rights in a way that does not harm the rights and prerogatives of the debenture holders, the full compliance of the Guaranteed Obligations, the Fiduciary Alienation and its object, and (c) not approve and/or perform any act in disagreement with the provisions of this Issuance Deed, the Fiduciary Alienation Agreement, and the other Offer Documents.

8. ADDITIONALOBLIGATIONS OF THE ISSUER AND THE GUARANTOR

8.1. Without prejudice to the other obligations set forth in this Issuance Deed and the applicable legislation and regulations, the Issuer and the Guarantor, as applicable, are additionally obliged, individually, to:

(i)

provide the Fiduciary Agent:

(a)

within 3 (three) months from the end of each fiscal year, a copy of their complete financial statements for the respective fiscal year, accompanied by the management report and the independent auditors' opinion, provided that if the Issuer has made its financial statements available on its website or published them in newspapers as provided for in the Corporations Law, the provision of the said document to the Fiduciary Agent will not be necessary;

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(b)	within<br>2 (two) Business Days after the 3 (three) month period referred to in item (a) above, a report prepared by the Issuer containing a detailed<br>calculation memory for monitoring the Financial Index, including the open accounts of all necessary items for the final obtaining of<br>such Financial Index, certifying the sufficiency and veracity of the information, under penalty of impossibility of verification and<br>checking by the Fiduciary Agent, and the Fiduciary Agent may request additional clarifications from the Issuer as necessary, and a statement<br>signed by the legal representatives of the Issuer, in accordance with its bylaws, certifying: (1) that the provisions contained in this<br>Issuance Deed remain valid; (2) the non-occurrence of any of the Early Maturity Events and the absence of default of obligations by the<br>Issuer to the Debenture Holders and the Fiduciary Agent;
(c)	within<br>2 (two) Business Days after the 45 (forty-five) day period after the end of the first three fiscal quarters of each year, (1) a copy<br>of their complete financial information for the respective quarter, provided that if the Issuer has made its financial information available<br>on its website, the provision of the said document to the Fiduciary Agent will not be necessary, and (2) a report prepared by the Issuer<br>containing a detailed calculation memory for monitoring the Financial Index, including the open accounts of all necessary items for the<br>final obtaining of such Financial Index, certifying the sufficiency and veracity of the information, under penalty of impossibility of<br>verification and checking by the Fiduciary Agent, and the Fiduciary Agent may request additional clarifications from the Issuer as necessary;
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(d)	within<br>10 (ten) Business Days, or a shorter period if required by any Authority or regulatory body, any information requested by the Fiduciary<br>Agent, so that it can fulfill its obligations under this Issuance Deed;
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(e)	within<br>2 (two) Business Days after its receipt, a copy of any correspondence or judicial or extrajudicial notification received by the Issuer<br>that may result in the early maturity of the Debentures; and
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(f)	within<br>up to 10 (ten) Business Days after a written request to that effect made by the Trustee, or in a shorter period if necessary to comply<br>with a deadline set by the competent authority, all information requested by the Trustee, including, without limitation, those related<br>to the allocation of resources arising from this Issuance;
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(ii)	ensure<br> the proper disclosure of economic-financial data, as required by the Corporations Law, as<br> applicable, by publishing its annual financial statements;
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(iii)	keep<br> its accounting up to date and make the respective records in accordance with the accounting<br> practices adopted in Brazil, in compliance, where applicable, with the provisions contained<br> in the Corporations Law, incorporating the changes introduced by Law No. 11,638 of December<br> 28, 2007, and Law No. 11,941 of May 27, 2009, or other legislation that may replace or complement<br> them, the definitions of the new pronouncements, interpretations, and guidelines of the Accounting<br> Pronouncements Committee – CPC, approved by Resolutions of the Federal Accounting Council<br> (CFC) and decisions of the CVM, which are in accordance with the International Financial<br> Reporting Standards – IFRS, issued by the International Accounting Standards Board<br> – IASB;
(iv)	keep<br> valid and regular the licenses, concessions, or approvals necessary for the regular operation<br> of the Issuer, except for those (1) questioned in good faith in administrative and/or judicial<br> spheres and whose enforceability or applicability is suspended; or (2) whose loss, revocation,<br> or cancellation cannot result in a Material Adverse Effect (as defined below) for the Issuer<br> or its ability to honor the obligations related to the Debentures;
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(v)	comply<br> with the legislation in force, as well as the regulations, administrative norms, and determinations<br> of government bodies, autarchies, or courts, applicable to the conduct of its business and<br> necessary for the execution of its activities, except in cases where non-compliance cannot<br> cause any Material Adverse Effect (as defined below);
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(vi)	comply<br> with the provisions of the current environmental and labor legislation, including, but not<br> limited to, the current legislation pertinent to the National Environmental Policy, the Resolutions<br> of CONAMA – National Environmental Council, and other environmental laws and regulations<br> (“Environmental Legislation”), except (a) for those questioned in administrative<br> and/or judicial spheres, and whose enforceability or applicability is suspended; or (b) non-compliance<br> that cannot cause any Material Adverse Effect (as defined below), adopting preventive or<br> reparatory measures and actions, aimed at avoiding and correcting any environmental damage<br> found, resulting from the activity described in its corporate purpose and always ensuring<br> that: (1) all necessary permits, licenses, authorizations, and approvals for the exercise<br> of its activities are held, in accordance with the applicable environmental legislation;<br> and (2) all necessary registrations are held, in accordance with the applicable civil and<br> environmental legislation, in any case;
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(vii)	comply<br> with the provisions of the current labor and social security legislation, always ensuring<br> that (a) no work in conditions analogous to slavery, encouragement of prostitution, or child<br> labor is used, directly or indirectly, except in the case of hiring apprentices, under the<br> applicable legislation; and (b) (1) its workers are duly registered under the current legislation;<br> (2) the obligations arising from the respective employment contracts are fulfilled; and (3)<br> the applicable health and safety legislation is complied with, except, in the cases of this<br> item (3), for non-compliance that cannot cause any Material Adverse Effect (as defined below);
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(viii)	comply,<br> and ensure that its Subsidiaries and their respective directors and board members comply,<br> with the applicable norms regarding Anti-Corruption Laws, as applicable, and if aware of<br> any act or fact that violates said norms, immediately notify the Trustee;
(ix)	not<br> perform any act in disagreement with its bylaws, this Issuance Deed, and the Fiduciary Sale,<br> especially those that may, directly or indirectly, compromise the punctual and full compliance<br> with the main and ancillary obligations assumed before the Debenture holders;
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(x)	notify<br> the Trustee, within up to 3 (three) Business Days from the occurrence of the respective event,<br> about any substantial change in the conditions (financial or otherwise) or in the business<br> of the Issuer that may prevent or hinder the Issuer's compliance with its main and ancillary<br> obligations arising from this Issuance Deed;
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(xi)	inform<br> the Trustee about the occurrence of any Early Maturity Event, within 1 (one) Business Day<br> of becoming aware of its occurrence;
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(xii)	apply<br> the funds resulting from this Issuance exclusively in accordance with the terms provided<br> in Clause 3.2.1 above, as well as fulfill all obligations related to the proof of said allocation;
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(xiii)	convene,<br> under the terms of Clause 11 below, a General Meeting of Debenture Holders to deliberate<br> on any matters that directly or indirectly relate to this Issuance;
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(xiv)	comply<br> with all determinations of the CVM, ANBIMA, and B3, as applicable, including by sending documents,<br> and also providing the information requested;
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(xv)	maintain<br> all necessary licenses and authorizations, including corporate ones, for the execution of<br> this Issuance Deed, the issuance of the Debentures, the development of the Project, and the<br> fulfillment of its obligations hereunder, as well as all necessary legal and statutory requirements<br> for this purpose;
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(xvi)	not<br> omit any fact, of any nature, that is within its knowledge and that may result in a Material<br> Adverse Effect (as defined below) on its economic-financial or legal situation to the detriment<br> of this debenture issuance;
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(xvii)	remain<br> compliant with the fulfillment of the obligations contained in this Issuance Deed and not<br> incur any of the Early Maturity Events;
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(xviii)	hold<br> a valid title to all its essential real estate properties for the fulfillment of its activities<br> and its corporate participations;
(xix)	present<br> to the Trustee the authorization from the Institute of Environment and Water Resources of<br> Bahia – INEMA regarding the suppression of vegetation in the Fazenda Jaó area,<br> within 5 (five) Business Days from the date of obtaining said authorization;
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(xx)	present<br> to the Trustee, when required, the renewal of the certificates of water use grants, within<br> 5 (five) Business Days from the date of request, as well as any other proofs necessary for<br> the maintenance and regularity of the Project, throughout the term of the Debentures;
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(xxi)	keep<br> in force all existing contracts and other agreements essential to ensure the Issuer maintains<br> its current operating and functioning conditions; and
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(xxii)	without<br> prejudice to the other obligations provided above or other obligations expressly provided<br> in the current regulations, in this Issuance Deed, under the terms of article 89 of CVM Resolution<br> 160, the Issuer undertakes to:
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(a)	prepare<br>the financial statements for the end of the fiscal year and, if applicable, the consolidated financial statements of the Issuer for each<br>fiscal year, in accordance with the Corporation Law and the rules issued by the CVM;
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(b)	submit<br>the Issuer's financial statements for each fiscal year to an audit by an independent auditor registered with the CVM;
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(c)	by<br>the day before the start of the Debentures' trading, disclose the Issuer's financial statements for the last 3 (three) closed fiscal<br>years, accompanied by explanatory notes and the independent auditors' report;
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(d)	disclose<br>subsequent financial statements, accompanied by explanatory notes and the independent auditors' report, within 3 (three) months from<br>the end of the fiscal year;
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(e)	observe<br>the provisions of the specific CVM regulations regarding the duty of confidentiality and trading prohibitions, as applicable;
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(f)	disclose<br>the occurrence of any relevant act or fact, as defined in the specific CVM regulations, as applicable; and
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(g)	publish<br>on its website the annual report of the Trustee and other communications sent by the Trustee on the same date of their receipt.
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9. DECLARATIONSAND WARRANTIES OF THE ISSUER AND THE GUARANTOR

9.1. Without prejudice to the other declarations made in this Issuance Deed, the Issuer and/or the Guarantor hereby declare and warrant, as of this date, individually and as applicable, that:

(i)	the<br> Issuer is a corporation, duly organized, constituted, and existing in accordance with Brazilian<br> laws and is duly authorized to conduct its business, with full powers to hold, possess, and<br> operate its assets;
(ii)	the<br> Guarantor is a limited liability company, duly organized, constituted, and existing in accordance<br> with the legislation and regulations in force and is duly authorized to conduct its business,<br> with full powers to hold, possess, and operate its assets;
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(iii)	obtained<br> all necessary licenses and authorizations, including corporate and regulatory, for the execution<br> of this Issuance Deed and other Offer Documents, the Issuance, the development of the Project,<br> and the fulfillment of the obligations herein provided, having met all necessary legal and<br> statutory requirements for such;
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(iv)	the<br> legal representatives or attorneys who sign this Issuance Deed have sufficient statutory<br> and/or delegated powers to assume, on behalf of the Issuer and/or the Guarantor, as the case<br> may be, the obligations herein provided and, being attorneys, had the powers legitimately<br> granted, with the respective mandates being in full force;
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(v)	the<br> execution of this Issuance Deed, the other Offer Documents of which they are a part, and<br> the fulfillment of the obligations herein and therein provided do not infringe or contradict:<br> (a) any contract or document to which the Issuer and/or the Guarantor are a party or by which<br> any of their respective assets and properties are bound, as applicable, nor will result in<br> (1) the early maturity of any obligation established in any of these contracts or instruments;<br> (2) the creation of any encumbrance on any asset or property of the Issuer and/or the Guarantor,<br> as applicable, or (3) the termination of any of these contracts or instruments; (b) any law,<br> decree, or regulation to which the Issuer and/or the Guarantor or any of their respective<br> assets and properties are subject, as applicable; or (c) any order, decision, or administrative,<br> judicial, or arbitral sentence against the Issuer and/or the Guarantor, as the case may be,<br> and that affects the Issuer and/or the Guarantor, as the case may be, or any of their respective<br> assets and properties;
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(vi)	no<br> registration, consent, authorization, approval, license, order from, or qualification before<br> any governmental authority or regulatory body, additional to those already granted, is required<br> for the fulfillment by the Issuer of its obligations under this Issuance Deed or for the<br> realization of the Issuance, except for the registration of this Issuance Deed and the Corporate<br> Approvals with JUCESP and the registration of the Fiduciary Alienation Contract with the<br> Competent Notary;
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(vii)	the<br> obligations assumed in this Issuance Deed constitute legally valid, effective, binding, and<br> enforceable obligations according to their terms and conditions, it being certain that this<br> Issuance Deed, the Distribution Contract, and the Fiduciary Alienation Contract have the<br> force of an extrajudicial executive title under Law No. 13.105, of March 16, 2015, as amended<br> ("Code of Civil Procedure");
(viii)	possesses<br> all licenses, concessions, authorizations, permits, and certificates, including environmental,<br> required by federal, state, and municipal authorities, necessary for the exercise of its<br> activities, all of which are valid and in force, and all application protocols have been<br> made within the deadlines defined by the authorities of the jurisdictions in which the Issuer<br> operates, except (a) for those that are in the process of being obtained or renewed; or (b)<br> for those that cannot cause any Material Adverse Effect;
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(ix)	complies,<br> and ensures that its Subsidiaries comply, with the legislation in force, as well as the regulations,<br> administrative norms, and determinations of governmental bodies, autarchies, or courts for<br> the regular exercise of its activities, except in cases where non-compliance cannot cause<br> any Material Adverse Effect (as defined below);
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(x)	complies,<br> and ensures that its Subsidiaries comply, with Environmental Legislation, except (a) for<br> those questioned in administrative and/or judicial spheres, and whose enforceability or applicability<br> is suspended; or (b) whose non-compliance cannot cause any Material Adverse Effect (as defined<br> below), adopting preventive or reparatory measures and actions, aimed at avoiding and correcting<br> any identified environmental damages, resulting from the activity described in its corporate<br> purpose and always ensuring that: (1) all necessary permits, licenses, authorizations, and<br> approvals for the exercise of its activities are held, in accordance with applicable environmental<br> legislation; and (2) all necessary registrations are obtained, in accordance with applicable<br> civil and environmental legislation, in any case;
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(xi)	complies,<br> and ensures that its Subsidiaries comply, with the current labor and social security legislation,<br> always ensuring that (a) no work in conditions analogous to slavery, encouragement of prostitution,<br> or child labor is used, directly or indirectly, except in the case of hiring apprentices,<br> in accordance with applicable legislation; and (b) (1) its workers are duly registered in<br> accordance with current legislation; (2) the obligations arising from the respective employment<br> contracts are fulfilled; and (3) the applicable health and safety legislation is complied<br> with, in any case, except in the cases of this item (b), for non-compliances that cannot<br> cause any Material Adverse Effect (as defined below);
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(xii)	the<br> documents and information provided within the scope of the Issuance are true, sufficient,<br> consistent, and accurate and are up-to-date as of the date they were provided;
(xiii)	as<br> of the date of signing this Issuance Deed, there is no judicial action, administrative or<br> arbitral process, inquiry, or other type of governmental investigation that could cause a<br> Material Adverse Effect (as defined below) to the Issuer and/or the Guarantor, in their financial<br> conditions or activities, other than those mentioned in the Issuer's Reference Form, in the<br> financial statements and quarterly information made available by the Issuer to the CVM and<br> the market, which could affect the ability of the Issuer and/or the Guarantor to fulfill<br> their obligations under this Issuance Deed;
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(xiv)	the<br> financial statements of the Issuer for the fiscal years ended in 2020, 2021, 2022, and interim<br> information as of March 31, 2023, and June 30, 2023, are true, sufficient, consistent, accurate,<br> and current in all respects as of the date they were prepared, clearly and accurately reflect<br> the financial and equity position, results, operations, and cash flows of the Issuer for<br> the period, and up to the date of signing this Issuance Deed: (a) there has been no Material<br> Adverse Effect (as defined below) on the financial situation and operational results in question;<br> (b) there has been no material relevant operation involving the Issuer outside the normal<br> course of its business; and (c) there has been no substantial increase in the Issuer's indebtedness;
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(xv)	has<br> not omitted and will not omit any fact, of any nature, that is within its knowledge and that<br> could result in a Material Adverse Effect (as defined below) on its economic-financial or<br> legal situation to the detriment of the Issuance;
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(xvi)	is<br> compliant with the obligations contained in this Issuance Deed and is not, as of this date,<br> incurring any of the Early Maturity Events;
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(xvii)	is<br> fully aware and fully agrees that the method of calculating the Remuneration was agreed upon<br> of its own free will, in observance of the principle of good faith;
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(xviii)	the<br> Issuer has a valid title to all its real estate essential for the fulfillment of its activities<br> and its corporate participations, except: (a) for those questioned in administrative and/or<br> judicial spheres; or (b) that cannot cause any Material Adverse Effect;
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(xix)	complies,<br> and ensures that its Subsidiaries comply, with the applicable norms regarding Anti-Corruption<br> Laws, to the extent that (a) it maintains internal mechanisms and procedures that ensure<br> due compliance with such norms; (b) it seeks to fully inform all professionals who may interact<br> with the Issuer and/or the Guarantor, as applicable, of such norms; and (c) it refrains from<br> engaging in acts of corruption and acting in a manner harmful to public administration, both<br> nationally and in the countries where it operates, as applicable, in its interest or for<br> its benefit, whether exclusive or not;
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(xx)	as<br> of this date, there is no (a) violation; and/or (b) indication of violation of any legal<br> or regulatory provision, nationally or in the countries where it operates, as applicable,<br> related to the practice of corruption or acts harmful to public administration, including,<br> without limitation, the Anti-Corruption Laws, by the Issuer or its Subsidiaries;
(xxi)	will<br> keep in force all existing contracts and other agreements essential to ensure the Issuer<br> and/or the Guarantor maintain their current operating and functioning conditions;
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(xxii)	declares<br> that, as of the date of signing this Issuance Deed, there are no embargoes on illegally deforested<br> areas on the Properties; and
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(xxiii)	declares<br> that it is aware of the 'Declarations and Obligations of Sanctions,' as per Annex IV of this<br> Issuance Deed.
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10. OFTHE TRUSTEE

10.1. Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A. is appointed as the Trustee of this Issuance and expressly accepts, under the terms of the legislation and this Issuance Deed, to represent the community of debenture holders before the Issuer.

10.2. The Trustee will perform its duties from the date of signing this Issuance Deed until its effective replacement or until all obligations contemplated in this Issuance Deed are fulfilled.

10.3. In cases of impediments, resignation, intervention, liquidation, or any other case of vacancy in the function of trustee of the Issuance, a General Meeting of Debenture Holders will be held within a maximum period of 30 (thirty) calendar days from the event that determines it, to choose the new trustee of the Issuance, which must be convened by the Trustee to be replaced, and may also be convened by debenture holders representing at least 10% (ten percent) of the Outstanding Debentures, or by the CVM. If the convening does not occur within 15 (fifteen) days before the end of the aforementioned period, the Issuer shall do so on the Business Day immediately following the 15th (fifteenth) day before the end of the aforementioned period, and the CVM may appoint a provisional substitute until the process of choosing the new trustee of the Issuance is completed. The replacement will not imply remuneration to the new trustee higher than the remuneration agreed upon in this Issuance Deed.

10.4. If the Trustee is unable to continue performing its duties due to circumstances subsequent to this Issuance Deed, it must immediately notify the Issuer and the debenture holders, by convening a General Meeting of Debenture Holders, requesting its replacement.

10.5. Debenture holders are entitled, after the subscription and full payment period of all Debentures has ended, to replace the Trustee and appoint its substitute in a General Meeting of Debenture Holders specially convened for this purpose, under the terms of this Issuance Deed.

10.6. In the event of the effective replacement of the Trustee, the substitute will receive the same remuneration received by the Trustee in all its terms and conditions, with the first annual installment due to the substitute being calculated pro rata temporis, from the date of commencement of its function as trustee of the Issuance. This remuneration may be altered by mutual agreement between the Issuer and the substitute trustee, provided it is previously approved by the General Meeting of Debenture Holders.

10.7. The permanent replacement of the Trustee must be the subject of an amendment to this Issuance Deed, which must be recorded at JUCESP.

10.8. In any case, the replacement of the Trustee must be communicated to the CVM within 7 (seven) Business Days from the registration of the amendment to the Issuance Deed, whose object is the replacement, at JUCESP, along with the documents provided for in article 5 and §1 of article 5 of CVM Resolution 17, of February 9, 2021, as amended ("CVM Resolution 17").

10.9. The substitute trustee must, immediately after its appointment, communicate it to the debenture holders in the form of a Notice to Debenture Holders under the terms of Clause 4.20 above.

10.10. The substitute trustee will perform its duties from the date the corresponding amendment to the Issuance Deed is executed at JUCESP, inclusive, until its effective replacement or until all obligations contemplated in this Issuance Deed are fulfilled.

10.11. The rules and precepts regarding the replacement of the Trustee promulgated by acts of the CVM apply to the cases of replacement of the Trustee.

10.12. In addition to others provided by law or normative act of the CVM, the duties and responsibilities of the Trustee include:

(i)	performing<br> the functions assumed under the terms of this Issuance Deed and the Fiduciary Alienation<br> Contract with good faith, transparency, and loyalty towards the debenture holders;
(ii)	protecting<br> the rights and interests of the debenture holders, employing, in the exercise of the function,<br> the care and diligence that every active and honest person usually employs in the management<br> of their own assets;
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(iii)	resign<br> from the role in the event of a conflict of interest or any other form of unfitness and immediately<br> call a General Meeting of Debenture Holders to deliberate on their replacement;
(iv)	keep<br> all documentation related to the exercise of their functions in good custody;
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(v)	verify,<br> at the time of accepting their role, the veracity of the information related to the guarantees<br> and the consistency of the information contained in this Deed of Issuance, ensuring that<br> any omissions, errors, or defects they become aware of are corrected;
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(vi)	ensure<br> that the Issuer registers the Deed of Issuance and its amendments with JUCESP, adopting,<br> in case of omission by the Issuer, the measures eventually provided by law;
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(vii)	monitor<br> the provision of periodic information by the Issuer, alerting the debenture holders, in the<br> annual report referred to in item (xvi) below, about any inconsistencies or omissions they<br> become aware of;
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(viii)	give<br> an opinion on the sufficiency of the information provided in the proposals for changes in<br> the conditions of the Debentures;
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(ix)	verify<br> the regularity of the constitution of the Fiduciary Alienation, as well as the value of the<br> assets given as collateral, ensuring the maintenance of their sufficiency and enforceability<br> according to the provisions established in the deed of issuance;
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(x)	examine<br> proposals for the replacement of assets given as collateral, expressing their opinion on<br> the matter in a justified manner;
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(xi)	notify,<br> as the case may be, the Issuer and the Guarantor to reinforce the given collateral in the<br> event of its deterioration or depreciation;
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(xii)	request,<br> when deemed necessary for the faithful performance of their functions, updated certificates<br> from civil distributors, Public Treasury Courts, Labor Courts, protest notaries, and the<br> Public Treasury Attorney's Office, where the main establishment of the Issuer is located;
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(xiii)	request,<br> when deemed necessary, an external audit of the Issuer;
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(xiv)	call,<br> when necessary, the General Meeting of Debenture Holders, by means of an announcement published<br> at least 3 (three) times, in accordance with Clause 4.20 above;
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(xv)	attend<br> the General Meeting of Debenture Holders to provide the information requested;
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(xvi)	prepare<br> a report for the debenture holders, in accordance with article 68, §1, item “b”<br> of the Corporations Law and article 15 of CVM Resolution 17, which must contain at least<br> the following information:
(a)	compliance<br> by the Issuer with its obligations to provide periodic information, indicating any inconsistencies<br> or omissions they become aware of;
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(b)	statutory<br> changes that occurred during the period with relevant effects for the debenture holders;
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(c)	comments<br> on economic, financial, and capital structure indicators of the Issuer related to Clauses<br> intended to protect the interests of the security holders and that establish conditions that<br> must not be breached by the Issuer;
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(d)	quantity<br> of Debentures issued, quantity of Debentures in Circulation, and canceled balance during<br> the period;
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(e)	redemption,<br> amortization, conversion, renegotiation, and payment of interest on the Debentures carried<br> out during the period;
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(f)	allocation<br> of the funds raised through the Issuance, according to the information provided by the Issuer;
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(g)	compliance<br> with other obligations assumed by the Issuer and Guarantors in this Deed of Issuance;
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(h)	maintenance<br> of the sufficiency and enforceability of the guarantees;
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(i)	declaration<br> of the absence of a conflict of interest situation that prevents the Trustee from continuing<br> to perform the role; and
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(j)	existence<br> of other issuances of securities, public or private, carried out by the Issuer or by an affiliated,<br> controlled, controlling company, or a member of the same group as the Issuer in which they<br> have acted as trustee during the period, as well as the following data on such issuances,<br> (1) name of the offering company; (2) quantity of securities issued; (3) value of the issuance;<br> (4) type and guarantees involved; (5) maturity term and interest rate; (6) default during<br> the period;
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(xvii)	disclose,<br> on their website, the report referred to in item (xvi) above to the debenture holders within<br> a maximum period of 4 (four) months from the end of the Issuer's fiscal year, ensuring that<br> the annual report remains available for public consultation on the Trustee's website for<br> a period of 3 (three) years. The Trustee must also keep an updated list of the issuances<br> in which they perform this role available on their website;
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(xviii)	keep<br> the list of debenture holders and their addresses updated, including by requesting information<br> from the Issuer, the Registrar, the Settlement Agent, and B3, as applicable, and for the<br> purposes of complying with the provisions of this Clause, the Issuer and the debenture holders,<br> as soon as they subscribe, pay in, or acquire the Debentures, expressly authorize, from now<br> on, the Registrar, the Settlement Agent, and B3, as applicable, to respond to any requests<br> made by the Trustee, including those related to the disclosure, at any time, of the position<br> of debenture holders and their respective holders;
(xix)	make<br> available the Unit Nominal Value or balance of the Unit Nominal Value, as the case may be,<br> and the Remuneration, calculated by the Issuer and monitored by the Trustee, according to<br> the methodology of this Issuance Deed, to the debenture holders and other market participants,<br> through its customer service center or its website on the world wide web;
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(xx)	supervise<br> compliance with the Clauses contained in this Issuance Deed and all those imposing obligations<br> to do and not to do;
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(xxi)	inform<br> the debenture holders about any default by the Issuer of financial obligations assumed in<br> this Issuance Deed and/or in the Fiduciary Alienation Agreement and the Clauses intended<br> to protect the interests of the debenture holders and that establish conditions that must<br> not be breached by the Issuer, indicating the consequences for the debenture holders and<br> the measures it intends to take regarding the matter, within 7 (seven) Business Days from<br> the Trustee's knowledge of the default;
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(xxii)	be<br> fully responsible for the contracted services, under the terms of the current legislation;<br> and
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(xxiii)	disclose<br> the information referred to in item (xvi) above on its website on the world wide web, as<br> soon as it becomes aware of it.
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10.13. In the event of non-compliance with any conditions of the Issuance, the Trustee must use any and all measures provided by law or in this Issuance Deed to protect the rights or defend the interests of the community of debenture holders, in accordance with article 12 of CVM Resolution 17.

10.14. As remuneration for the services provided by the Trustee, under the terms of the applicable legislation in force and this Issuance Deed, annual installments of R$ 11,000.00 (eleven thousand reais) each will be due by the Issuer, with the first payment to be made within 05 (five) calendar days from the date of signing this Issuance Deed, and the remaining installments will be due on the same dates in subsequent years. Such payments will be due until the full settlement of the Debentures, if they are not paid on their maturity date.

10.15. In the event of default in the payment of the Debentures or restructuring of the conditions of the Debentures after the First Subscription Date, or participation in meetings or telephone conferences, before or after the Issuance, as well as responding to extraordinary requests, the Trustee will additionally be paid R$ 600.00 (six hundred reais) per man-hour of work dedicated to such events, as well as to: (i) comments on the Issuance documents during its structuring, if the operation does not materialize; (ii) execution of the guarantees of this Issuance or the Debentures; (iii) participation in formal or virtual meetings with the Issuer and/or Debenture Holders; and (iv) implementation of the consequent decisions taken at such events, paid within 5 (five) days after proof of delivery, by the Trustee, of a 'time report' to the Issuer. Restructuring of the Debentures is understood as events related to changes: (i) in the guarantees of this Issuance or the Debentures; (ii) in the payment terms of the Debentures; and (iii) in conditions related to the early maturity of the Debentures. Events related to the amortization of the Debentures are not considered restructuring of the Debentures.

10.16. In the event of amendments to the Issuance Deed as well as during hours outside the Trustee's office, an additional fee of R$ 600.00 (six hundred reais) per man-hour of work dedicated to such changes/services will be charged.

10.17. Taxes levied on the Trustee's remuneration will be added to the installments mentioned above, on the payment dates. In addition, all the amounts mentioned above will be updated by the IGP-M, always at the shortest period allowed by law, from the date of signing the Issuance Deed.

10.18. The Trustee's Remuneration does not include expenses for travel, accommodation, transportation, and publication necessary for the exercise of the Trustee's function, during or after the Issuance, to be paid by the Issuer, after due proof and prior approval by the Issuer. Also not included, and to be borne by the Issuer, are expenses with specialists, such as audits related to the guarantees provided to the Debentures and foreseen in this Issuance Deed, and legal advice to the Trustee in case of default by the Issuer of the obligations provided in this Issuance Deed. Any expenses, deposits, court costs, legal fees, as well as indemnities, arising from actions taken against the Trustee due to the exercise of its function or its actions in defense of the Debenture Holders' interests, will also be borne by the Debenture Holders. These expenses include attorney fees for the defense of the Trustee and must be advanced by the Debenture Holders and reimbursed by the Issuer.

10.19. In the event of the Issuer's default, all expenses that the Trustee may incur to safeguard the interests of the Debenture Holders must be previously approved and advanced by the Debenture Holders, and subsequently reimbursed by the Issuer. These expenses include attorney fees, including those of third parties, deposits, indemnities, court costs, and fees for actions proposed by the Trustee, provided they are related to the resolution of the default, while representing the Debenture Holders. Any expenses, deposits, and court costs arising from losing judicial actions will also be borne by the Debenture Holders, as well as the Trustee's remuneration and reimbursable expenses, in the event that the Issuer remains in default regarding their payment for a period exceeding 10 (ten) consecutive days.

10.20. In case of delay in the payment of any amount due as a result of the Trustee's Remuneration, the overdue debts will, without prejudice to monetary adjustment by the General Market Price Index (IGP-M), published by the Getúlio Vargas Foundation, be subject to: (i) a conventional, irreducible, and non-compensatory late payment penalty of 2% (two percent) on the due and unpaid amount; and (ii) late payment interest of 1% (one percent) per month, calculated pro rata die from the date of default until the date of actual payment, on the due and unpaid amount.

10.21. The Trustee's credit for expenses incurred to protect the rights and interests of the Debenture Holders or to realize the Debenture Holders' credits that have not been settled as established herein will be added to the Issuer's debt, represented by the Debentures, and will enjoy the same guarantees as the Debentures, preferring them in the order of payment.

10.22. The Trustee will not advance funds for the payment of expenses arising from the Issuance, and such funds will always be due and advanced by the Issuer or the debenture holders, as the case may be.

10.23. In case of the need to hold a General Meeting of Debenture Holders, or to execute amendments or legal instruments related to the issuance, the Trustee will be entitled to additional remuneration equivalent to R$600.00 (six hundred reais) per man-hour dedicated to activities related to the issuance, to be paid within 5 (five) days after the delivery, by the Trustee, to the Issuer of the hours report. For the purposes of the concept of a General Meeting of Debenture Holders, all activities related to the meeting are included and not only the analysis of the draft and participation in person or virtually. Thus, these activities include, but are not limited to (i) analysis of the notice; (ii) participation in calls or meetings; (iii) verification of quorum prior to the meeting; (iv) verification of proxy prior to the meeting; and (v) amendments and contracts arising from the meeting. For clarification purposes, “hours report” is the material to be sent by the Trustee indicating the task performed (for example, analysis of a specific document or participation in a meeting), the Trustee's collaborator, the time spent on the function, and the value related to the time.

10.24. Events related to the amortization of the Debentures are not considered restructuring of the Debentures.

10.25. The Trustee's services are those described in CVM Resolution 17 and the Corporations Law.

10.26. There will be no refund of amounts already received by the Trustee for the provision of services, except if the amount has been incorrectly paid.

10.27. The Trustee, appointed in this Issuance Deed, declares that:

(i)	it<br> is a company duly organized, constituted, and existing as a corporation, in accordance with<br> Brazilian laws;
(ii)	it<br> accepts the role for which it has been appointed, fully assuming the duties and responsibilities<br> provided for in the specific legislation and in this Issuance Deed and the Fiduciary Alienation<br> Agreement;
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(iii)	it<br> fully accepts this Issuance Deed and the Fiduciary Alienation Agreement, all their Clauses<br> and conditions;
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(iv)	it<br> is duly authorized to execute this Issuance Deed and the Fiduciary Alienation Agreement and<br> to fulfill its obligations herein and therein provided, having met all the necessary legal<br> and statutory requirements for such;
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(v)	the<br> execution of this Issuance Deed and the Fiduciary Alienation Agreement and the fulfillment<br> of its obligations herein and therein provided do not infringe any obligation previously<br> assumed by the Trustee;
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(vi)	it<br> has no legal impediment, as per §3 of Article 66 of the Corporations Law, to exercise<br> the role conferred upon it;
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(vii)	it<br> is not in any of the conflict of interest situations provided for in Article 6 of CVM Resolution<br> 17;
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(viii)	it<br> has no connection with the Issuer that prevents it from exercising its functions;
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(ix)	it<br> is aware of the provisions of BACEN Circular No. 1,832, dated October 31, 1990, as amended;
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(x)	it<br> has verified the consistency of the information contained in this Issuance Deed and the Fiduciary<br> Alienation Agreement;
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(xi)	the<br> persons representing it in the signing of this Issuance Deed and the Fiduciary Alienation<br> Agreement have sufficient powers for such;
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(xii)	it<br> accepts the obligation to monitor the occurrence of early maturity events, described in Clause<br> 6 above;
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(xiii)	it<br> is duly qualified to perform the activities of a Trustee, in accordance with the applicable<br> regulations in force;
(xiv)	this<br> Issuance Deed and the Fiduciary Alienation Agreement constitute a legal, valid, effective,<br> and binding obligation of the Trustee, enforceable according to its terms and conditions,<br> with the force of an extrajudicial executive title under the terms of Article 784, items<br> I and III of the Code of Civil Procedure; and
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(xv)	for<br> the purposes of CVM Resolution 17, it identified on the date of signing this Issuance Deed,<br> as per the organizational chart sent by the Issuer, that it does not perform the role of<br> trustee for debentures issued by the Issuer, or in an affiliated, controlled, controlling<br> company of the Issuer or part of the same economic group.
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11. GENERALMEETING OF DEBENTURE HOLDERS

GeneralRule

11.1. The debenture holders may, at any time, meet in a general meeting, in accordance with the provisions of Article 71 of the Corporations Law, to deliberate on matters of interest to the community of debenture holders ("General Meeting of Debenture Holders"), under the terms below:

11.2. The General Meeting of Debenture Holders will be held (i) at the Issuer's headquarters in person; (ii) exclusively digitally; or (iii) partially digitally, observing the procedures provided for in CVM Resolution No. 81, dated March 29, 2022, as amended ("CVM Resolution 81").

11.3. The provisions of the Corporations Law regarding the general meeting of shareholders apply to the General Meeting of Debenture Holders, where applicable.

11.4. The Trustee must attend the General Meetings of Debenture Holders to provide the debenture holders with the information they request.

Convocation

11.5. The General Meeting of Debenture Holders can be convened by the Issuer, the Trustee, and the debenture holders representing at least 10% (ten percent) of the Outstanding Debentures or by the CVM.

11.5.1. The convocation of the General Meeting of Debenture Holders will be made by an announcement published at least 3 (three) times under the terms of Clause 4.20 above, respecting other rules related to the publication of the announcement of convocation of general meetings contained in the Corporations Law, the applicable regulations, and this Issuance Deed, with the convocation being waived in the case of the presence of all debenture holders.

11.5.2. The General Meeting of Debenture Holders must be held within a minimum period of 15 (fifteen) days from the date of the first publication of the convocation, and the second convocation can only be held at least 8 (eight) days after the date of publication of the new convocation.

11.5.3. Regardless of the legal formalities provided, the General Meeting of Debenture Holders will be considered regular if attended by all holders of Debentures in Circulation.

11.5.4. Once the General Meetings of Debenture Holders are installed, the holders of Debentures in Circulation may decide to suspend the proceedings to resume the respective General Meeting of Debenture Holders at a later date, provided that the suspension is approved by the same quorum established for the deliberation of the matter that will be suspended until the resumption of the proceedings, in accordance with the provisions of Article 129 of the Corporations Law.

11.5.5. In the event of suspension of the proceedings for deliberation at a later date, the matters already deliberated until the suspension of the installed General Meeting of Debenture Holders cannot be voted on again when the proceedings are resumed. The decisions already made will be, for all legal purposes, perfect legal acts.

11.5.6. The matters not voted on until the suspension of the proceedings will not be considered deliberated and will not produce effects until the date of their effective deliberation.

Installation

11.6. Pursuant to Article 71, §3, of the Corporations Law, the General Meeting of Debenture Holders will be installed, on first call, with the presence of holders of Debentures representing at least 50% (fifty percent) plus 1 (one) of the Debentures in Circulation and, on second call, with the presence of any number of holders of Debentures of the Debentures in Circulation.

11.6.1. For the purposes of the quorum of the assembly of this Issuance, 'Debentures in Circulation' are considered all subscribed and unredeemed Debentures, excluding those Debentures: (i) held in treasury by the Issuer; or (ii) owned by: (a) companies controlled by the Issuer (directly or indirectly), (b) controllers (or control group) of the Issuer; (c) companies under common control; and (d) administrators of the Issuer, including, but not limited to, persons directly or indirectly related to any of the aforementioned persons, including their spouses, partners, or relatives up to the 2nd (second) degree.

11.6.2. The presence of the legal representatives of the Issuer at the General Meeting of Debenture Holders will be mandatory.

11.6.3. The presidency of the General Meeting of Debenture Holders will be held by the debenture holder elected by the holders of the Debentures or by the one designated by the CVM.

Quorumfor Deliberation

11.7. Without prejudice to the specific quorums established in this Issuance Deed and the applicable legislation, the decisions of the General Meetings of Debenture Holders will depend on the approval of debenture holders holding, (i) on first call, at least 50% (fifty percent) plus one of the Debentures in Circulation; or (ii) on second call, with any number, except as otherwise provided in this Issuance Deed.

11.8. The cases of alteration (i) of the quorums and provisions provided in this clause; (ii) of the Remuneration, except in the case of an increase; (iii) of the Remuneration Payment Dates; (iv) of the Maturity Date; (v) of the values, amounts, and amortization dates of the principal of the Debentures; (vi) of the procedures for Optional Acquisition, Optional Early Redemption, and/or Early Redemption Offer of the Debentures; (vii) of the quorums provided in this Issuance Deed; and/or (viii) of the Early Maturity Events; will depend on the approval of debenture holders representing at least 50% (fifty percent) plus one of the Debentures in Circulation.

11.8.1. Each Debenture will confer its holder the right to one vote at the General Meeting of Debenture Holders, and the appointment of proxies, whether debenture holders or not, will be allowed.

11.8.2. The decisions made by the holders of Debentures at the General Meeting of Debenture Holders, within the scope of their legal competence, observing the quorums established in this Issuance Deed, will be existing, valid, and effective before the Issuer and will bind all holders of Debentures in Circulation, regardless of whether they attended the General Meeting of Debenture Holders or the vote cast at the respective General Meeting of Debenture Holders.

12. NOTIFICATIONS

12.1. All documents and communications, which must always be made in writing, as well as the physical means containing documents or communications, to be sent by any of the Parties under the terms of this Issuance Deed must be sent to the following addresses:

To the Issuer:

BrasilAgro– Companhia Brasileira de Propriedades Agrícolas

Avenida Brigadeiro Faria Lima, No. 1,309, 5th floor, Jardim Paulistano

ZIP Code 01452-002, São Paulo – SP

Attn: Gustavo Javier Lopez

Phone: (11) 3035-3050

Email: gustavo.lopez@brasil-agro.com cc juridico@brasil-agro.com

To the Trustee:

OLIVEIRATRUST DISTRIBUIDORA De TÍTULOS E VALORES MOBILIÁRIOS S.A.

Rua Joaquim Floriano, No. 1,052, 13th floor, room 132, Itaim Bibi

ZIP Code 04534-004, São Paulo, SP

Attn: Antônio Amaro / Maria Caroline Abrantes Lodi de Oliveira

Phone: (21) 3514-0000

Email: af.controles@oliveiratrust.com.br; af.assembleias@oliveiratrust.com.br

To the Guarantor:

IMOBILIÁRIACAJUEIRO LTDA.

Avenida Brigadeiro Faria Lima, No. 1,309, 5th floor, room 4, Jardim Paulistano

ZIP Code 01452-002, São Paulo – SP

Attn: Gustavo Javier Lopez

Phone: (11) 3035-3050

Email: gustavo.lopez@brasil-agro.com cc juridico@brasil-agro.com

12.2. Communications regarding this Issuance Deed will be considered delivered when received under protocol or with a “receipt notice” issued by the post office or by telegram at the addresses above. Communications made by email will be considered received on the date of receipt of the “delivery notice”. Any change of the above addresses must be communicated to the other party by the Party whose address has changed, under penalty of communications sent to the previously indicated addresses being considered delivered.

12.3. The Issuer and the Guarantor mutually appoint each other as agents with special powers to receive any and all communication, notification, summons, or citation, judicial or extrajudicial, related to this Issuance Deed or the Fiduciary Sale on behalf of the others, including, without limitation, any citations, summons, or notifications in arbitration or judicial process.

13. GENERALPROVISIONS

13.1. No waiver of any rights arising from this Issuance Deed is presumed. Thus, no delay, omission, or leniency in exercising any right, faculty, or remedy that belongs to any of the parties to this Issuance Deed will impair such rights, faculties, or remedies, nor will it be interpreted as a waiver of them or agreement with such default, nor will it constitute novation or modification of any other obligations assumed in this Issuance Deed or precedent regarding any other default or delay.

13.2. For all purposes of this Issuance Deed, “Material Adverse Effect” means any event or situation that causes (i) any material adverse effect on the (economic, financial, legal, or other) situation, business, reputation, and/or operational results of the Issuer and/or any of its Subsidiaries; or (ii) any material adverse effect on the Issuer's ability to fulfill any of its obligations under this Issuance Deed and/or the Fiduciary Sale.

13.3. This Issuance Deed is executed on an irrevocable and irreversible basis except in the event of non-fulfillment of the requirements listed in Clause 2 above, binding the Parties and their successors.

13.4. If any provisions of this Issuance Deed and/or the Fiduciary Sale Agreement are judged illegal, invalid, or ineffective, all other provisions not affected by such judgment will prevail, and the parties commit, in good faith, to replace the affected provision with another that, as far as possible, produces the same effect.

13.5. This Issuance Deed and the Debentures constitute extrajudicial executive titles, under the terms of article 784, items I and III, of the Code of Civil Procedure, and the obligations contained therein are subject to specific performance, in accordance with articles 815 and following of the Code of Civil Procedure, without this implying a waiver of any other action or measure, judicial or otherwise, aimed at safeguarding rights arising from this Issuance Deed.

13.6. This Issuance Deed is governed by the Laws of the Federative Republic of Brazil.

13.7. Except as otherwise provided in this Issuance Deed, the deadlines established in this Issuance Deed will be computed according to the rule prescribed in article 132 of the Civil Code, excluding the start day and including the due date.

13.8. Any amendment to this Issuance Deed after the issuance of the Debentures, in addition to being formalized through an addendum and meeting the requirements set forth in this Issuance Deed, will depend on prior approval of the debenture holders gathered in a General Meeting of Debenture Holders, it being certain that this Issuance Deed may be amended, regardless of a General Meeting of Debenture Holders, whenever such amendment arises exclusively: (i) from modifications already expressly permitted in the Offer Documents, (ii) from the need to comply with legal or regulatory requirements, (iii) when a typographical error is found, whether it is a gross or arithmetic error, or (iv) due to the updating of the Parties' registration data, such as changes in corporate name, address, and telephone number; provided that such changes do not generate new costs or expenses for the debenture holders.

13.9. If the Issuer does not provide for the registration of this Issuance Deed, as provided in Clause 2 above, the Trustee is hereby authorized and vested with all powers to, on behalf of the Issuer, promote the registration of this Issuance Deed and its possible amendments, at the Issuer's expense, pursuant to article 62, §2, of the Brazilian Corporation Law.

13.10. The Parties agree that the signing of this Issuance Deed, as well as its amendments, may be carried out physically or electronically, with only electronic signatures made through a digital certificate, validated according to the Brazilian Public Key Infrastructure ICP-Brasil, pursuant to Provisional Measure No. 2.200-2, of August 24, 2001, being considered valid. The Parties irrevocably and irreversibly recognize the authenticity, validity, and full effectiveness of the digital certificate signature for all legal purposes.

13.11. The Parties agree that, for all legal purposes, the effective date of this Issuance Deed will be the date of this document, even if any of the Parties sign this Issuance Deed electronically at a later date, for any reason, in which case the Parties hereby agree to retroact the effects of this instrument to the date mentioned herein.

14. JURISDICTION

14.1. The forum of the District of São Paulo, State of São Paulo, is elected, to the exclusion of any other, however privileged it may be, to resolve any issues arising from this Issuance Deed.

And being thus just and contracted, the Parties sign this Issuance Deed electronically.

São Paulo, November 14, 2023.

(Signaturesfollow on the next pages)

(Therest of the page was intentionally left blank.)

(Signaturepage of the “Private Instrument of Deed of the 3rd (Third) Issuance of Simple Debentures, Non-Convertible into Shares, of the Typewith Real Guarantee, in a Single Series, for Public Distribution in Automatic Distribution Registration Procedure, of BrasilAgro –Brazilian Company of Agricultural Properties”, entered into between BrasilAgro – Brazilian Company of Agricultural Properties,Imobiliária Cajueiro Ltda. and Oliveira Trust Distributor of Securities S.A.)

BrasilAgro- Brazilian Company of Agricultural Properties

Issuer

Name:	Name:
Position:	Position:

OLIVEIRATRUST DISTRIBUTOR OF SECURITIES S.A.

Trustee

Name:	Name:
Position:	Position:

IMOBILIÁRIACAJUEIRO LTDA.

Guarantor

Name:	Name:
Position:	Position:

(Therest of the page was intentionally left blank.)

ANNEXI

OrdinanceNo. 3.346, of October 26, 2023

252666512827000

MINISTRY OF INTEGRATION AND

REGIONAL DEVELOPMENT

MINISTER'S OFFICE

ORDINANCE NO. 3346, OF OCTOBER 26, 2023

Approves the classification, as a priority, of an investment project in infrastructure in the irrigation sector, presented by BRASILAGRO - Companhia Brasileira de Propriedades Agrícolas S.A.

THE MINISTER OF STATE FOR INTEGRATION AND REGIONAL DEVELOPMENT, in the use of the powers conferred upon him by items I and II of the sole paragraph of art. 87 of the Federal Constitution, art. 29 of Law No. 14,600, of June 19, 2023, and art. 1 of Annex I of Decree No. 11,347, of January 1, 2023,

RESOLVES:

Art. 1 Approve the classification, as a priority, of the investment project in infrastructure in the irrigation sector, for the purpose of issuing debentures, under the terms of art. 2 of Law No. 12,431, of June 24, 2011, regulated by Decree No. 8,874, of October 11, 2016, and by MIDR Ordinance No. 1,936, of June 14, 2023, for the implementation of the project by BRASILAGRO - Companhia Brasileira De Propriedades Agrícolas S.A., as described in the Annex to this Ordinance.

CHAPTERI

GENERALPROVISIONS

Art. 2 BRASILAGRO - Companhia Brasileira De Propriedades Agrícolas S.A. must:

keep updated, with the Ministry of Integration and Regional Development, the list of legal entities that comprise it;

highlight, when publicly issuing the debentures, on the first page of the Prospectus and the Announcement of Start of Distribution or, in the case of distribution with restricted efforts, the Notice of Closure and the promotional material, the number and date of publication of this Ordinance and the commitment to allocate the funds obtained to the approved priority project; and

III

keep the documentation related to the use of the funds raised, for up to five years after the maturity of the issued debentures and/or after the completion of the project for consultation and inspection by the Control Bodies.

Art. 3 Technical changes to the project referred to in this Ordinance, provided they are authorized by the Ministry of Integration and Regional Development, will not require the publication of a new Ordinance approving the project as a priority, for the purposes of art. 2 of Law No. 12,431, of 2011.

Art. 4 The priority period granted to the infrastructure investment project is 01 (one) year.

Sole Paragraph. If BRASILAGRO - Companhia Brasileira De Propriedades Agrícolas S.A. does not issue the debentures within the period stipulated in the caput of this article, it must formally communicate to the National Water Security Secretariat of the Ministry of Integration and Regional Development the reasons for not doing so.

Art. 5 The funds to be raised cannot be used for the payment or reimbursement of expenses, costs, or debts arising from financing with Union resources or managed by the Union.

Sole Paragraph. If the investment project is funded with Union resources or managed by the Union, the fundraising will be limited to the difference between the total value of the investment project and the funded amount.

Art. 6 BRASILAGRO - Companhia Brasileira De Propriedades Agrícolas S.A. must also comply with the other provisions contained in Law No. 12,431, of 2011, Decree No. 8,874, of 2016, MIDR Ordinance No. 1,936, of June 14, 2023, and the current and future legislation and regulations, especially regarding the provisions related to the monitoring and evaluation of the approved project.

Art. 7 This Ordinance comes into effect on the date of its publication.

ANTONIO WALDEZ GÓESDA SILVA

ANNEX

Project Holder	BRASILAGRO<br> - Companhia Brasileira De Propriedades Agrícolas S.A.
CNPJ	07.628.528/0001-59
List of Legal Entities	CRESUD<br> S.A.C.I.F Y A - CITIBANK DTVM AS - CNPJ 47.612.898/0001-12 (37.84%)<br><br> <br>CHARLES<br> RIVER ADMINISTRADORA DE RECURSOS FINANCEIROS LTDA. - CNPJ 17.723.993/0001-22 (7.51%)<br><br> <br>ELIE<br> HORN - CPF 004.812.978-04 (5.96%)<br><br> <br>TREASURY<br> - 3.49%<br><br> <br>OTHERS<br> - 45.20%
Project Name	Irrigation<br> Project – Arrojadinho Farm – Jaborandi-BA
Project Description	Development<br> and execution of an Irrigation Master Plan at Arrojadinho Farm, located in the municipality of Jaborandi, in the state of Bahia,<br> aiming to implement 4,073 hectares of central pivot irrigation.<br><br> <br>The<br> project includes the following actions: implementation of a high voltage electrical network, a step-down substation, and a three-phase<br> low voltage electrical network; implementation of 4,073 hectares of central pivot irrigation. Improvement of rural roads for production<br> outflow.<br><br> <br>Among<br> the expected benefits, it is estimated that the project will directly benefit a total of 30 people and indirectly benefit 800 people<br> in the project region.
Sector	Irrigation
Project Implementation Location	Jaborandi-BA
Maximum Approved Value	R$182,109,258.67
Project Implementation Period	75<br> months
Administrative Process	59000.010634/2023-18

ANNEXII

ProjectDescription

ANNEXIII

PaymentDates for Remuneration and Scheduled Amortization Dates

Date	Interest Payment			Amount to <br><br>Amortize
11/11/2024	Yes	0.00	%	R$0.00
10/11/2025	Yes	0.00	%	R$0.00
10/11/2026	Yes	0.00	%	R$0.00
10/11/2027	Yes	25.00	%	R$41,250,000.00
10/11/2028	Yes	25.00	%	R$41,250,000.00
12/11/2029	Yes	25.00	%	R$41,250,000.00
11/11/2030	Yes	25.00	%	R$41,250,000.00

ANNEXIV

DECLARATIONSAND OBLIGATIONS OF SANCTIONS

The purpose of this document is to ensure that the Issuer and the Guarantor are aware of the sanction regimes (financial and commercial, direct and indirect) applicable to this Issuance.

For the purposes of this Annex, the following definitions will be considered:

"SanctionsAuthority" means:

(a)	the<br> United Nations Security Council;
(b)	the<br> United States of America;
---	---
(c)	the<br> European Union (including all member states, including the Netherlands);
---	---
(d)	the<br> United Kingdom;
---	---
(e)	Brazil;
---	---
(f)	any<br> country in which a member of the economic group of the Issuer and/or the Guarantor is established<br> or conducts its business; and
---	---
(g)	the<br> governments and official institutions or agencies of any of those mentioned in paragraphs<br> (a) to (e) above, including OFAC, the Council of the European Union, the United States Department<br> of State, and the Department of the Treasury.
---	---

“Sanctions List” means any list of specifically designated persons, entities, or equivalents, or countries, maintained or published by public announcement of the designation of Sanctions made by a Sanctions Authority, as amended, supplemented, or replaced from time to time.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Restricted Party” means any person, or the person controlled or controlling (directly or indirectly) by a person, who is:

(a)	listed<br> on any Sanctions List, or is in any way subject to Sanctions;
(b)	located<br> in or constituted under the laws of a country or territory that is subject to national or<br> territorial Sanctions; or
---	---
(c)	acting<br> on behalf of any persons listed in paragraphs (a) or (b) above.
---	---

“Sanctions” means any legal, commercial, economic, or financial sanctions, regulations, embargoes, or restrictive measures imposed, enacted, or enforced from time to time by a Sanctions Authority.

Declarations

During the term of the Debentures, the Issuer and the Guarantor declare, as of this date, that, to the best of their knowledge, neither the Issuer and/or the Guarantor nor any other member of their economic group:

(a)	is<br> a Restricted Party;
(b)	has<br> violated or is violating any applicable Sanctions;
---	---
(c)	is<br> directly or indirectly involved in any activity with a Restricted Party or in any other activity<br> that may result in making any person subject to Sanctions; or
---	---
(d)	is<br> subject to any claim, formal investigation process, or formal notification in relation to<br> Sanctions.
---	---

Obligations

In the context of relations with the Debenture Holders and during the term of the Debentures, the Issuer and the Guarantor will use their best efforts to:

(a)	not<br> request any disbursement or use, lend, contribute, or otherwise make available the funds<br> from the Debentures, directly or indirectly, to any person: (i) to finance or support any<br> financing, trade, or other activities of or with any Restricted Party; or (ii) in any way<br> that is reasonably expected to infringe any Sanctions or become a Restricted Party;
(b)	not<br> use any revenue or benefit derived from any activity or dealings with a Restricted Party<br> or from any action that violates any Sanctions in fulfilling the obligations due in connection<br> with the Debentures;
---	---
(c)	not<br> engage directly or indirectly in any activity, transaction, or conduct that results or is<br> reasonably likely to result in any violation of Sanctions or become a person subject to Sanctions;
---	---
(d)	not<br> engage directly or indirectly in any activity, transaction, or conduct that evades or avoids,<br> or is intended to evade or avoid, or violates or attempts to violate, directly or indirectly,<br> in whole or in part, any Sanctions;
---	---
(e)	inform<br> the Debenture Holders as soon as they become aware, of the details (to the extent permitted<br> by law) of any claim, proceeding, formal notification, or formal investigation against themselves<br> or any member of their economic group in relation to Sanctions; and
---	---
(f)	take<br> all reasonable measures to ensure compliance with Sanctions; and
---	---
(g)	take<br> all measures to ensure that no other member of their economic group, their respective directors,<br> officers, employees, or any other person acting on their behalf complies with and adheres<br> to the commitments assumed in the preceding items.
---	---

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Exhibit 4.79

LONG-TERM INCENTIVE PLAN IN SHARES NO. 3 APPROVEDAT THE MEETING OF THE BOARD OF DIRECTORS OF BRASILAGRO – BRAZILIAN AGRICULTURAL PROPERTIES COMPANY HELD ON DECEMBER 4, 2023

VestingTerm**:** August 1, 2023 until June 30, 2026.
Proportionof Shares Eligible for Delivery on the Vesting Date: 100%.
ShareGrant Delivery Date: Within thirty (30) days from the end of the Vesting Period, provided that all applicable conditions for receiving the Share Grant have been fulfilled.
KPIs**:**The delivery of the Shares is conditioned upon and subject to the due fulfillment of certain financial and strategic Key Performance Indicators of the Company (“KPIs”) established below, according to combinations (scenarios) set forth in the sequence of the following financial and strategic KPIs of the Company:

The KPIs are defined for purposes of the 3rd ILPA Program and the Agreement:

	KPI*	BASE	TARGET	TOP
Finance	TSR (Total Shareholder Return)^1^ **	>= 1,40	>= 1,50	>= 1,60
Finance	Operational Profitability***	>= 5,5%	>= 6,5%	>= 7,5%
Finance	Farms Sale (R$ milions) ****	>= R$ 400	>= R$ 500	>= R$ 600
Strategic	Company Capitalization (R$ milions) *****	>=R$ 150,0	>=R$ 200,0	>=R$ 250,0
**TSR<br> =	Share<br> Price at the end date of Vesting Period^2^ + Dividends Paid declared during the Vesting Period
---	---
	Share<br> Price at the begnning date of Vesting Period
***<br> Operational Profitability =	Operational<br> Profitability (without farms sale)
	Market<br> Value of Properties in Production at the beginning+Current Assets (direct cost + lease, actual of the current fiscal year)+Cattle<br> Inventory Operating Result (excluding farm sales)
****Farms<br> Sale =	Present<br> Value of Sales

The Company's results in the fiscal years 2023/2024 to 2025/2026 will be considered for the calculation of all KPIs.

^1^	If the Brazilian Real (R$) currency depreciates by more than<br>30%, this target will be redefined.
^2^	The Share Value is based on the average price over the last<br>30 (thirty) trading sessions during which the Shares were traded on B3, counted retroactively from the final date of the Vesting Period.
---	---

Page **1** of **2**

TSR: If there is a depreciation of the national currency (Brazilian Real) greater than 30%, the target (KPI) provided in the Top column will be redefined.

The Multiple means one of the following percentages to be applied to the Base Grant for purposes of calculating the Share Grant, as follows:

(i)	75% (seventy-five percent)^3^ in the event that<br>the Company necessarily achieves the TSR KPI indicated in the Floor column, plus one of the other three KPIs indicated in the Target<br>column, or plus two of the other three KPIs indicated in the Floor column, as per the KPI table;
(ii)	100% (one hundred percent)^4^ in the event<br>that the Company necessarily achieves the TSR KPI indicated in the Target column, plus two of the other three KPIs indicated in the Target<br>column, or plus all the other KPIs indicated in the Floor column, as per the KPI table;
---	---
(iii)	150%/125% (one hundred and fifty/one hundred and twenty-five<br>percent) ^5^ in the event that the Company necessarily achieves the TSR KPI indicated in the Top column, plus two of the other<br>three KPIs indicated in the Top column, or plus all the other KPIs indicated in the Target column, as per the KPI table; or
---	---
(iv)	0% (zero percent) in the event that the results achieved<br>by the Company with respect to the KPIs in the table established above do not configure any of the scenarios described in items (i) to<br>(iii) above.
---	---
*	In the event of farm sales exceeding R$900 million, theChief Executive Officer and the Chief Financial Officer will have an increase of 5% over the multiple of the Base Grant due under theILPA Program.
---	---
^3^	Applicable regardless of whether the Participant is the CEO,<br>Director, Manager, or Coordinator.
---	---
^4^	Applicable regardless of whether the Participant is the CEO,<br>Director, Manager, or Coordinator.
---	---
^5^	150% if the Participant is the CEO or Director, and 125%<br>if the Participant is a Manager or Coordinator.
---	---

Page 2 of 2

Exhibit 4.80

Summary of the Private Instrument of Commitmentto Purchase and Sale of Real Properties, entered into on March 14, 2024, regarding Fazenda Chaparral

Parties: Imobiliária Cajueiro Ltda., as seller, and Sérgio Figueiredo Freire, Simoni Campagnoli Freire, Nilaine Freire Rando, and Sérgio Rando, as buyers (the “Parties”), and BrasilAgro, as consenting party.

Purpose: The Private Instrument of Commitment to Purchase and Sale of Real Properties entered into by the Parties involves an area of 12,323.13 hectares (8,796 arable hectares), located in the city of Correntina, State of Bahia, at a price equivalent of 350 soybeans bags for an arable hectare, in a total amount of 3,012,205 soybeans bags, in seven installments. The first installment, equivalent to 500,000 soybeans bags was paid on March 21, 2024 and the next six installments will be paid by August 31 of each year.

Exhibit 4.81

Summary of the Private Instrument of Investment,Share Purchase, and Sale Agreement, entered into on May 20, 2024, related to the Acquisition of Companhia Agrícola Novo HorizonteS.A.

Parties: Agrifirma Agro Ltda., as buyer, and Rafael Barbosa Maia, Martin Weege, Carbono Investimento Ltda. and Zmax Agro Cia, as sellers (the “Parties”), and Companhia Agrícola Novo Horizonte S.A., as consenting party.

Purpose: On May 20, 2024, the Parties entered into a Private Instrument of Investment, Share Purchase, and Sale Agreement (the “Merger Agreement”), pursuant to which they agreed, for the present value amount of R$36.4 million, upon the terms and conditions of merger of Companhia Agrícola Novo Horizonte S.A. into Agrifirma, whereby Agrifirma would receive all of Companhia Agrícola Novo Horizonte S.A.’s assets, rights and obligations. The completion of the acquisition was subject to certain requirements and conditions precedent, such as antitrust approvals, Agrifirma and Novo Horizonte’s general shareholders meeting approval, besides the fulfillment of certain obligation and third-party consents, among others, which were met on August 6, 2024, following which Agrifirma obtained control of Novo Horizonte. Based on the terms of the Merger Agreement, the consideration transferred in the form of common shares was determined based on an initial exchange ratio price, final exchange ratio price and adjustments due to indemnifications. Pursuant to the Merger Agreement, the preliminary price was adjusted to reflect the changes in the assets described above on the preliminary balance sheet through the closing date, which was August 6, 2024. The Merger Agreement also sets forth certain obligations for the payment of compensation by Agrifirma and the selling shareholders of Novo Horizonte if certain contractually indemnifiable losses occur. On October 17, 2024, Agrifirma and the selling shareholders of Novo Horizonte signed an agreement agreeing on the final adjustment to exchange ratio price of the transaction.

Exhibit 4.82

Summary of the Rural Lease Agreement RegardingFazenda Zanoni, entered into on August 14, 2020, With Respect to Companhia Agrícola Novo Horizonte S.A.

Parties: Estate of Cláudio Zanoni, represented by the heirs Roberto Zanoni, Valdete Zanoni Dias, Paulo Zanoni, Eliete Zanoni Silva, Claudete Zanoni, and the Estate of Odete Zanoni, represented by the heirs Renan Zanoni Mari and Renata Zanoni Mari Argeton, and Companhia Agrícola Novo Horizonte (the “Parties”)

The owners of the rural property called “Fazenda Zanoni,” located in the municipality of Novo São Joaquim, in the State of Mato Grosso, leased their property to the company Companhia Agrícola Novo Horizonte S.A. for an initial period of seven years for agricultural exploitation of 4,767.00 hectares.

The Rural Lease Agreement was amended four times, on September 10, 2020, May 6, 2021, October 11, 2022 and July 31, 2024. The purpose of these amendments was to adjust the price and participation between the Parties, extend the contract term to June 30, 2040, change the nature of the lease contract to a partnership, and release the guarantors from their obligations.

Exhibit 8.1

Our subsidiaries, each of which is incorporated under the laws of the Federative Republic of Brazil, are listed below:

●	Imobiliária<br>Jaborandi Ltda.
●	Imobiliária<br>Cremaq Ltda.
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●	Imobiliária<br>Araucária Ltda.
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●	Imobiliária<br>Mogno Ltda.
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●	Imobiliária<br>Cajueiro Ltda.
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●	Imobiliária<br>Ceibo Ltda.
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●	Imobiliária<br>Flamboyant Ltda.
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●	Agrifirma<br>Agro Ltda.
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●	Agrifirma<br>Bahia Agropecuária Ltda.
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●	Companhia<br>Agrícola Novo Horizonte S.A.
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Additionally, we also have subsidiaries incorporated under the laws of Bolivia and Paraguay, as listed below:

●	Palmeiras<br>S.A. (Paraguay)
●	Agropecuária<br>Morotí S.A. (Paraguay)
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●	Agropecuaria<br>Acres del Sud S.A. (Bolivia)
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●	Ombú<br>Agropecuaria S.A. (Bolivia)
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●	Yuchán<br>Agropecuaria S.A. (Bolivia)
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●	Yatay<br>Agropecuaria S.A. (Bolivia)
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Exhibit 11.1

CODE OF CONDUCT OF

BRASILAGRO - COMPANHIA BRASILEIRADE PROPRIEDADES AGRÍCOLAS

I.	Principles and Values

Brasilagro shall conduct its business activities with honesty and integrity, which requires that its business and daily relationships be conducted with strict compliance with all the applicable laws and regulations, in accordance with the highest ethical standard.

Brasilagro must work aiming at continuous improvement and compliance with current environmental laws and regulations.

This Code was inspired by the principles of integrity, transparency and reciprocity in internal and external relations, with broad and effective communication emphasizing its values and guided by national and international standards and regulations.

Board members, executive officers and employees of Brasilagro are required to work with honesty, integrity and responsibility upon interaction, with clients, investors, suppliers, government authorities and communication agents, as well as with any other entity or individual.

This Code provides a wide range of guidelines regarding the accepted and expected individual or business behavior; however, it is not possible to consider all the possible situations that one may face in the corporate relationships. Accordingly, this Code does not substitute the responsibility of each one to be cautious and to search for, whenever necessary, advisory on the best conduct to be followed.

Should there be any doubt, Brasilagro board members, executive officers and employees are required to search for advice from the Ethics Committee members, who, in addition to providing periodic training on the need to comply with the provisions of this Code, will also be available to answer any questions, to advise you and also to receive reports on suspected infringements. Communication with the Ethics Committee concerning this Code are required to be made directly or through the confidential means made available by the Company.

II.	Objective Rules
v	Duties and Responsibilities
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According to this Code, the board members, executive officers and employees of Brasilagro are required to:

●	Conduct business with honesty, and integrity, taking measures<br>to avoid that his/her behavior results in a conflict of interest with his personal and professional life;
●	Assure that any information related to Brasilagro presented<br>to government, regulatory authorities and shareholders are complete, true, accurate and appropriate;
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●	Always act according to the applicable laws, decrees and regulations;
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●	Inform the Ethics Committee, in due time and proper manner,<br>any and all violation to this Code; and
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●	Respect and care for the faithful compliance with this Code.
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v	Confidential Information

There is certain information with confidential character, such as information related to business, investments in the business prospection, financial statements not yet disclosed, purchase and sale of any type of significant assets, data and facts which may result in litigation significantly affecting the financial statements, our clients’ data, internal procedures, policies and organizational issues, among others, should be protected and properly used. Such information can only be used for the proposed purpose and should not be shared with external people, or any employees who do not need it for the fulfillment of their tasks. Unintended disclosures should be avoided.

v	Marketing, Publicity and Promotions

The relationship between Brasilagro and media should be based on transparence, reliability and trust, always taking into consideration the ethical values. Brasilagro advertising and promotions should promote a clear and honest message, which cannot be misunderstood by its investors, clients and/or suppliers.

v	Protection and Good Use of the Company’s Assets

Board members, executive officers and employees of Brasilagro are duty-bound to protect the Company’s assets, ensuring their efficient use and are not authorized to use such assets in an inappropriate manner or with a divergent purpose other than to carry out their work, unless expressed authorization by their immediate superior. The assets of Brasilagro shall only be used for legitimate and appropriate purposes.

Any invention, model, article, presentation, memorandum, software or website created as a result of the association or job relationship or of the services rendering to Brasilagro are the exclusive property of Brasilagro.

v	Policies, Procedures and Internal Controls

Board members, executive officers and employees of Brasilagro are required to comply with the policies, procedures and internal controls of the Company. Such control procedures include, among others, those related to: use of passwords (personal and not transferable); access, use and supply of information; authorizations and approvals; management of resources and other own resources; registry of operations; and the subjects involving assumption of obligations before third parties.

v	Anti-Corruption Law

Brazilian Federal Law No. 12,846, the so-called Anti-Corruption Law, was approved on August 1, 2013 in order to fight corruption and encourage the adoption of practices that ensure transparency within companies. Said Law details the objective responsibility of legal entities, at administrative and civil spheres, for acts against the public administration, domestic or foreign, as well as other measures.

The Anti-Corruption Law, which has been in force since January 29, 2014, considers the following acts, among others, to be harmful to the public administration: (i) active corruption; (ii) the financing of illicit acts; (iii) irregularities in the financing of political campaigns; (iv) fraud in public bids; (v) obtaining undue advantages or benefits arising from agreements entered into with the public administration; and (vi) manipulation of the economic financial balance of agreements entered into with the public administration.

All employees must immediately inform the Ethics Committee, directly or through the confidential means made available by the Company, if they become aware of any infractions provided for in the aforementioned Anticorruption Law and/or in this Code, committed by any employee, executive officer, board member, consultant, supplier or business partner of Brasilagro.

Notwithstanding the provisions of the Anti-Corruption Law and this Code, employees who commit the violations set forth therein may be held personally responsible in the administrative, civil and criminal spheres.

III.	Labor Relationships

Brasilagro is committed to contract and promote employees taking into consideration the qualifications and experience needed for the position, aiming at promoting the development of its professionals based on equality, reliability, tolerance and respect.

IV.	Duties

Brasilagro is committed to the environment by innovating through the use of best practices for the development of its activities. It works to strike a balance between resource efficiency and increasing productivity. It values the relationship with employees and the communities of the regions wherein it operates. It carries out long-term planning, seeking to develop in a sustainable manner aiming at preserving for future generations. Brasilagro is part of a process of cultural change, which it shares with the people with whom it interacts.

Brasilagro is also committed to promote secure and hygienic working conditions to its employees. It is each employee’s duty, however, to comply with security standards and procedures, labor health and hygiene, assuming with responsibility the necessary guidelines to protect his coworkers and himself. All the employees must immediately inform Brasilagro’s Ethics Committee of any accident, unsecure labor practice and/or condition, either directly or through the confidential means made available by the Company.

v	Relationship with Shareholders

The operations of Brasilagro are conducted in accordance with the international ethical standards, regulations and principles, including, among others, responsibility, honesty, and integrity. Brasilagro provides its shareholders transparent, true and accurate information of its results, financial statements, and other information that allows them to follow the Company’s activities and the performance, always in strict conformity with the standards of the Brazilian Securities and Exchange Commission - CVM, of SEC - Securities and Exchange Commission and other applicable regulations.

V.	Reporting Infringements

Should any board member, executive officer employee, service provider or client become aware or suspect of any breach to applicable law or regulation, of the Code or any policies, procedures or internal control of Brasilagro, such breach/infringement or questionable conduct shall be immediately reported to the Ethics Committee directly or by means of the Reporting Channel. It is an additional channel to send reports or complaints, wherein anonymity is guaranteed, if the whistleblower so wishes, through a telephone exchange or the Internet, coordinated by an outsourced company specifically contracted for this purpose. Reports submitted by the contracted company are processed and a report is sent to the Ethics Committee.

Nobody will be subject to retaliation due to a report in a good faith, which respects the right and the right to privacy of those people involved, under suspicious of infringement or questionable conduct.

All the reported infringements shall be promptly inspected and treated as confidential. It is essential that those reporting infringements do not conduct their own preliminary investigation. Investigations about alleged infringements may involve complex legal issues, and by acting on his own may commit the integrity of the investigation and adversely affect both the one reporting the fact and Brasilagro.

v	Marketable Securities Trading

Board members, executive officers and employees who have and/or trade shares or any other security issued by Brasilagro, of competitor companies and/or companies with which Brasilagro maintains business relationship should strictly notice the Trading Policy with Marketable Securities Issued by Brasilagro.

VI.	Management of the Code

Divergences and disputes resolutions among the board members, executive officers, and/or employees of Brasilagro arising from this Code are the Ethics Committee competence, which is also responsible, in cases of breach to the Code, for determining the applicable disciplinary sanctions.

The Ethics Committee is composed by two instances, as follows: (a) the First Instance is responsible for the resolution of issues related to the Code involving employees of the Company; and (b) the Second Instance is responsible for the solution of issues related to the Code involving board members and executive officers of the Company.

The members of the second instance of the Ethics Committee shall be appointed by the Board of Directors, while the members of the first instance of the Ethics Committee shall be appointed by the second instance of the Ethics Committee.

Any change to this Code should be proposed by the First Instance of the Ethics Committee and submitted to the approval of the Second Instance of the Ethics Committee.

Renouncements to the Code may only be granted by the Second Instance of the Ethics Committee.

The introduction to Brasilagro’s code of conduct is made by the occasion of the hiring of an employee and at each amendment to said Code. In addition, on a yearly basis, the code of conduct is electronically sent to employees and made available on the Company’s website so that other affected members have knowledge thereof.

VII.	Sanctions

All Brasilagro employees are required to read the Code and sign the delivery receipt, whereby they accept and undertake to act in accordance with the Code.

Violations to the Code are subject to sanctions under labor law, including termination of employment contract by fair dismissal, without prejudice to civil or criminal actions applicable to the behavior.

No board member, executive officer or employee of Brasilagro shall:

●	Give or receive favors or benefits to/ from clients, potential<br>clients, suppliers, potential suppliers, other board members, executive officers or employees, government authorities, other entities<br>or individuals, which could be perceived as inappropriate or do not keep relationship with Brasilagro’s operations and business;
●	Personally benefit from the results of opportunities arising<br>from the use of assets owned by the Company, contacts, information or the position occupied in the organization;
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●	Work or render services (including advisory) in competitor<br>companies or in activities which could be in conflict with the Company’s interests;
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●	Perform tasks or any personal activities during the working<br>day, unless otherwise specifically authorized by his immediate superior;
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●	Act in behalf of Brasilagro in a transaction in which himself,<br>or his direct family or companies related to him, have a direct or indirect interest.
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Only in the following situations may board members, executive officers and employees accept or offer benefits to or from other board members, executive officers and employees, suppliers, clients, government authorities: Christmas, social event or special occasion, such as: promotion, graduation, anniversary, wedding, child’s birth, retirement, etc., provided that such benefits do not exceed in their whole the amount established in the fiscal year, according to Annex I hereto, or that their acceptance/ offer be an usual practice among the employees of the organization.

Non-compliance with this Code will be judged by the Ethics Committee and violators will be subject to due punishment.

ANNEX I TO THE CONDUCT CODE OF

BRASILAGRO COMPANHIA BRASILEIRA DE PROPRIEDADESAGRÍCOLAS

The benefits, individually or in its aggregate value, cannot exceed the amount of five hundred Brazilian Reais (R$ 500, 00), which limit shall be effective during the financial year of the Company.

ANNEX II TO THE CONDUCT CODE OF

BRASILAGRO COMPANHIA BRASILEIRA DE PROPRIEDADESAGRÍCOLAS

Members of the Ethics Committee

First Instance:

Gustavo Lopez

Mariana Rezende

Wender Vinhadelli

Second Instance:

Alejandro Gustavo Elsztain

Saul Zang

André Guillaumon

Exhibit 11.2

SECURITIES TRADING POLICY OF

BRASILAGRO – COMPANHIA BRASILEIRADE PROPRIEDADES AGRÍCOLAS

1. GENERAL RULES

1.1.	Definitions

When applying and construing the Securities Trading Policy of Brasilagro – Companhia Brasileira de Propriedades Agrícolas, the following terms are defined as follows:

●	Controlleror Controlling Shareholders: The shareholder or group of shareholders bound by shareholders' agreement or under common control<br>with the power to control the Company, pursuant to Law No. 6.404/76 and its subsequent amendments.
●	StockExchange: shall mean B3 S.A.– Brasil, Bolsa, Balcãoand any other Stock Exchange or organized OTC markets where the Company’s securities are traded;
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·	Company: shall<br>mean Brasilagro – Companhia Brasileira de Propriedades Agrícolas;
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●	Boardof Directors: shall mean the Board of Directors of the Company;
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●	AuditCommittee: shall mean the Audit Committee of the Company, if installed and in operation;
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●	CVM:shall mean the Brazilian Securities and Exchange Commission;
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●	InvestorRelations Officer: shall mean the Company’s Director elected to perform the duties set forth in CVM regulations;
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●	MaterialInformation: shall mean any decision of the controlling shareholder, resolution of the General Meeting or the Company management<br>bodies or any other act or fact of political- administrative, technical, legal, business or economic-financial nature occurring or related<br>to the Company’s businesses that could influence (i) the price of its Securities; (ii) the decision of investors to buy, sell or<br>keep the Securities; or (iii) the investors’ decision to exercise any rights inherent to the condition of holders of Securities.<br>The examples mentioned in Article 2 of the CVM Rule 358/02 are also considered Material Facts; as amended;CVMRule 10/80: shall mean CVM Rule No. 10, of February 14, 1980, as amended, regarding the acquisition by publicly-held companies<br>of its own securities in order to write-off or hold them in treasury for subsequent sale;
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●	CVMRule 358/02: shall mean CVM Rule No. 358, of January 03, 2002, as amended, regarding the disclosure and use of information<br>about material acts or facts related to publicly-held companies, as well as the negotiation of publicly-held companies’ securities,<br>among other matters;
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●	StockOption or Subscription: shall mean the right to acquire or subscribe common stocks, with no par value, issued by the Company,<br>granted to the management members and other employees of the Company or companies which it controls, directly or indirectly, pursuant<br>to the Stock Option Program or Subscription;
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●	RelatedPersons: shall mean the Company, its Controlling Shareholders, whether direct or indirect, members of the Board of Directors,<br>Board of Executive Officers, Audit Committee and of any other body with technical or consulting duties created by reason of a provision<br>of the By-laws, or by whoever, due to his/her position, function or title in the Company, its Controller, Controlled and Affiliated Companies or companies<br>under common control, is aware of any Material Information, as well as service providers and other professionals expressly bound to the<br>Securities Trading Policy;
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●	DisclosurePolicy: shall mean the Material Information Disclosure Policy of the Company approved by the Board of Directors;
●	SecuritiesTrading Policy: shall mean the present Securities Trading Policy of Brasilagro – Companhia Brasileira de Propriedades<br>Agrícolas;
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●	Programof Repurchase: shall mean that any program of purchasing shares issued by the Company itself, as approved to the Board of<br>Directors;
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●	IndividualInvestment Program: written instrument by means of which a Related Person undertakes to, on a voluntarily, irrevocable and<br>irreversible basis, to invest or disinvest certain amount of Securities on pre-established dates or period of time or in the occurrence<br>of certain condition whose implement is not under their control, in accordance with article 15-A of CVM Rule No. 358/02;
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●	NovoMercado Rule: shall means the new version of the Novo Mercado Rule approved in closed hearing for the companies listed in<br>June 2017 and also approved by the collegiate of the Brazilian Securities and Exchange Commission in September 2017, in force since 01/02/2018;
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●	AffiliatedCompanies: shall mean the companies over which the Company has significant management influence without controlling it. Significant<br>management influence shall be understood as the power to participate in political-administrative, business, and operational decisions<br>of the company, and shall also be assumed when a company holds ten per cent (10%) or more of the voting capital of the other without<br>controlling it;
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●	ControlledCompanies: shall mean the companies in which the Company has rights of a shareholder, either directly or through other controlled<br>companies, which permanently assure it a majority of votes in resolutions of general meetings and the power to elect the majority of<br>the directors and officers;
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●	Termof Agreement: shall mean the formal instrument signed by the Related Persons and acknowledged by the Company, by means of<br>which these inform their awareness of the rules contained in the Securities Trading Policy, in each case, committing to comply with them<br>and also to have these rules complied with by persons under their influence, including controlled and affiliated companies or companies<br>under common control, spouses and dependents, whether direct or indirect;
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●	Securities:shall mean the shares, debentures, subscription bonus, warrants, receipts and subscription rights and promissory notes issued<br>by the Company and derivatives related to any of these Securities.
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●	ITR:shall mean the quarterly report that must to be completed with the quarterly accounting information prepared in accordance<br>with the accounting rules applying to the issuer, and submitted to the Companies, whether a Brazilian or foreign issuers, within forty-five<br>(45) days after the end of each quarter of the corporate year (with the exception of the last quarter of each year); and
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●	DFP:shall mean Demonstrações Financeiras Padronizadas(Standard Financial Statement), which must to be completed with the data of the annual accounting information prepared according<br>to the accounting rules applicable to the issuer. The deadline is three (03) months, as from the closing of corporate year of the issuer, or at the same day<br>of its publication by the press or the knowledge thereof by its shareholders, if this date takes place on a date prior to the first deadline.
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2. Scope

2.1The Company, the Controlling Shareholders, direct or indirect, members of the Board of Directors, Board of Executive Officers, Audit Committee and of any body with technical or consulting duties created by provisions of the By-laws, or by whoever, due to his/her position, function or position/title in the Company, its Controller, Controlled and Affiliated Companies or companies under common control, is aware of any Material Information, as well as service providers and other professionals that the Company deems necessary or convenient, shall sign the Term of Agreement to the present Securities Trading Policy (pursuant to ExhibitI hereof), becoming Related Persons for the purposes set forth herein.

2.2. Objective

2.2.1. The purpose of the present Securities Trading Policy is to set up the rules and procedures to be met by Related Persons and by the Company concerning trading of Securities, preserving the transparency in any such trades to all interested parties.

2.2.2. The rules of this Securities Trading Policy define periods in which the Related Persons should refrain from trading Securities, so as to avoid questioning regarding the undue use of Material Information not disclosed to the public pursuant to CVM Rule 358/02.

2.2.3. Any doubts concerning provisions of the present Securities Trading Policy, the applicable regulation issued by CVM and/or concerning ability to perform or not a given negotiation should be cleared out with the Investor Relations Officer.

2.3. Securities Trading Restrictions

2.3.1. The restrictions provided under this Policy apply to Securities, including transactions involving financing or leasing, performed by Related Persons on the market, as well as without the intermediation of an institution belonging to the distribution system.

2.3.2. Pursuant to CVM Rule 358/02, prior to the disclosure of Material Information to the market, no negotiation, rendering of counseling or assistance shall be allowed regarding Securities investment by Related Persons aware of any such Material Information.

2.3.3. The Related Persons shall ensure that those with whom they keep a trade, professional or trust relationship do not trade with Securities when accessing undisclosed Material Information. To that end, the Related Persons shall endeavor to have all those with access to Material Information to sign the Term of Agreement.

2.3.3.1 Any individual or legal entity direct or indirectly bound to any Related Persons by any contract or agreement, of any nature, including Non-Disclosure and Restricted Use Agreements, orally or in writing, which has access to any Material Information related to the Company or companies controlled and/or under common control, shall not trade, pursuant to the applicable law, with Securities issued by the Company as long as he/she/it is in possession of any Material Information or for as long as the contract or agreement is valid and in full force.

2.3.4. The prohibition to trade with Securities shall also be applied to (a) the Related Persons whenever there is the intention to carry out the incorporation, total or partial spin-off, merger, transformation or corporate reorganization of the Company; and (b) Controlling Shareholders, whether direct or indirect, members of the Board of Directors and the Board of Executive Officers, whenever it is in course the purchase or sale of shares issued by the Company by the Company itself, its subsidiaries, affiliates or other company under common control, or there is an option or mandate for the same purpose, without prejudice to the exception to the prohibition provided for in item 2.4.2 below, on the dates when the Company is not acquiring or disposing of its own shares under a Program of Repurchase..

2.3.5. In the context of a Securities public offering and pursuant to Article 48 of CVM Rule No.. 400/2003, Related Persons shall not trade with Securities until the publication of the notice of completion of the offering.

2.3.6. The Related Persons shall be also forbidden to trade with Securities fifteen (15) days prior to the disclosure required by CVM of quarterly (ITR) and annual information (DFP) of the Company, except for what is provided for in Paragraph 3 of Article 15, of CVM Rule 358/02.

2.3.7. Related Persons leaving managing positions of the Company prior to the disclosure of Material Information originated during their management period shall not trade with Securities until (i) the end of a six (6) months period starting from the date of their dismissal/removal from such positions; or (ii) the disclosure, by the Company, of the Material Information to the market.

2.3.8. In the event any agreement or contract has been signed for the transfer of the Company’s control, or if any option or mandate has been granted for the same purpose, as well as if there is an intention to promote the incorporation, spin-off, partial spin-off, merging, transformation or corporate reorganizations, and while the transaction is not made public through the disclosure of material facts and/or information, the Board of Directors shall not be allowed to resolve on the purchase or sale by the Company of shares issued by itself.

2.3.9 Prohibitions concerning Securities trading provided for in sections 2.3.1, 2.3.2, 2.3.3 and 2.3.4 above shall be enforced until the disclosure of Material Information to the market. However, any such prohibitions shall be maintained, even after disclosure of Material Information whenever any Securities negotiations may interfere, in detriment to the Company or its shareholders, in the business conditions, act or fact related to the Material Information.

2.4. Exception to Trading Restrictions

2.4.1. Pursuant to CVM Rule No. 358/02, the Related Persons shall be allowed to trade with Securities in the events provided for in section 2.3.2 above, provided that such trading corresponds to the purchase of shares from the Company’s treasury, through a private transaction, arising from the exercise of the option to purchase according to the granting or exercising of an option to purchase shares (i.e. stock option plan) approved in a general shareholder’s meeting.

2.4.2. As further provided by CVM Rule No. 358/02, the direct or indirect Controlling Shareholders, Officers of the Company and the members of the Board of Directors may trade with Securities during the Program of Repurchase, provided that such negotiation occurs in dates or periods that the Company is not carrying out any negotiation with Securities.

2.4.2.1. In the course of a Program of Repurchase, it shall be incumbent upon the Investor Relations Officer to inform previously, by means of a notice addressed to the direct or indirect Controlling Shareholders, Officers and members of Board of Directors, the dates or specific periods that will be permitted to negotiate with Securities in compliance with this Policy.

3. Individual Investment Plan (Plan)

3.1The investment plan, provided in article 15-A of CVM Rule No. 358/02, are individual and optional.

3.2 The following are authorized to formalize investment plan: the controlling shareholders, members of audit committees, as well as of any board with technical or advisory functions, established by reason of a provision of the By-laws or, also, whoever that, by reason of their office, function, title or position in a publicly-held company, parent company, its subsidiaries or affiliates,, has knowledge of the information concerning such act or event of market relevance.

3.3 The investment plan allows the holder of the title to trade the securities when duly informed of relevant information not yet disclosed to the market, provided that the following conditions are observed:

a)	Preliminary formalization of the Plan in writing to the Investor<br>Relations Officer;
b)	Establishment, on an irrevocable and undeniable basis, of<br>the dates and amounts or quantities of business to be made;
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c)	A term of at least six (6) months in order for the plan,<br>any possible amendments and cancellations thereto to take place;
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d)	Lack of existence of more than one (01) investment plan in<br>force concurrent to the same Related Person;
e)	Lack of transactions that cancel or alleviate the economic<br>effects of the transactions to be carried out according to the investment plan; and
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f)	Validation, at least every six months, by the Board of Directors<br>of the adhesion to the transactions made by the participant to the investment plan.
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3.3.1 In relation to item “b” above, we emphasize the possibility of defining a set of parameters, such as for example, algorithms and formulas, that, once applied to the specific case, determine if the business transactions will be implemented or not and, in case they are, which date and the financial amount involved. In that case, however, all parameters shall be previously and objectively set, as well as irrevocable and irreversible, in order to eliminate the discretion exposed the participant in whether or not to carry the business in question.

3.3.2 In relation to item “e”, we emphasize the impossibility of performing transactions with derivative financial instruments for purposes of hedge of the commitment made by the participant in the investment plan.

3.4 The investment plan may also permit its holder to trade securities within fifteen (15) days prior to the disclosure of quarterly and annual information provided that the following is also observed:

a)	that a schedule has been approved with a specific date for<br>the disclosure of the quarterly and annual information (ITR and DFP forms); and
b)	The plan requires the participants to revert to the Company<br>any avoided losses or gains obtained from the trading deriving from any alteration in the dates for disclosure of the quarterly and annual<br>information (ITR and DFP forms), as determined using reasonable criteria determined in the plan itself.
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4. Third Parties Liability

4.1 The provisions set forth in this Securities Trading Policy shall not release the liability of third parties indirectly related to the Company that are aware of any Material Information.

5. Applicable Sanctions and Penalties

5.1The Related Persons who have not complied with any provision of this Securities Trading Policy are subject to the legal sanctions and penalties provided in the Company's Code of Ethics, as well as applicable legal sanctions and penalties.

6. Amendment to The Policy

6.1Any amendment to this Securities Trading Policy must be informed to the CVM and to the Stock Exchanges.

7. Term of The Policy

7.1 The present Securities Trading Policy shall be effective on the date of its approval by the Board of Directors and shall remain in force for an indeterminate term, or otherwise until further opposite resolution.

8. General Provision

8.1The Related Persons and those acquiring this capacity shall sign the Term of Agreement according to the Form set forth in Exhibit I hereof.

8.2. The Company may set up additional securities non-trading periods other than those set forth in the present Securities Trading Policy, being only required to notify the Related Persons for this purpose.

8.3. Securities Trading by Related Persons during the non-trading periods, as set forth in the present Securities Trading Policy, may be authorized as an exception by the Board of Directors, upon express written request justifying the need for the trading.

8.4. Any breaches to this Securities Trading Policy verified by any Related Persons shall be immediately communicated to the Chief Financial and Investor Relations Officer, the President of the Board of Directors and the Audit Committee.

EXHIBIT I TO THE SECURITIES TRADINGPOLICY OF

BRASILAGRO – COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS

TERM OF AGREEMENT

I, [nameand identification], [job or position], hereby state that I am aware of the terms and conditions of the Securities Trading Policy of B**rasilagro – Companhia Brasileira de Propriedades Agrícolas(“**Securities Trading Policy” and “Company”, respectively), approved by the Board of Directors on August 9, 2012, pursuant to CVM Rule 358/02, as amended, and the Novo Mercado Rule. I hereby formalize my adhesion to the Securities Trading Policy, committing to abide to all of its terms and conditions.

I further state that I am aware that any breach of the dispositions set forth in the Securities Trading Policy shall be considered a serious violation, for the purposes provided for in Paragraph 3, of Article 11, of Law No. 6385/76.

[place], [date]

[Name]

Exhibit 12.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF2002

I, Andre Guillaumon, certify that:

1.	I have reviewed this annual report on Form 20-F of BrasilAgro<br>– Companhia Brasileira de Propriedades Agrícolas (the “Company”);
2.	Based on my knowledge, this report does not contain any untrue<br>statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under<br>which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements, and other<br>financial information included in this report, fairly present in all material respects the financial condition, results of operations<br>and cash flows of the Company as of, and for, the periods presented in this report;
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4.	The Company’s other certifying officer(s) and I are<br>responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))<br>and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
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(a)	Designed such disclosure controls and procedures, or caused<br>such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company,<br>including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which<br>this report is being prepared;
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(b)	Designed such internal control over financial reporting, or<br>caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally<br>accepted accounting principles;
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(c)	Evaluated the effectiveness of the Company’s disclosure<br>controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br>as of the end of the period covered by this report based on such evaluation; and
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(d)	Disclosed in this report any change in the Company’s<br>internal control over financial reporting that occurred during the period covered by the annual report that has materially affected,<br>or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
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5.	The Company’s other certifying officer(s) and I have<br>disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the<br>audit committee of the Company’s board of directors (or persons performing the equivalent functions):
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(a)	All significant deficiencies and material weaknesses in the<br>design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s<br>ability to record, process, summarize and report financial information; and
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(b)	Any fraud, whether or not material, that involves management<br>or other employees who have a significant role in the Company’s internal control over financial reporting.
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Date: October 31, 2024.
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	/s/ Andre Guillaumon
	Name:	Andre Guillaumon
	Title:	Chief Executive Officer

Exhibit 12.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF2002

I, Gustavo Javier Lopez, certify that:

1.	I have reviewed this annual report on Form 20-F of BrasilAgro<br>– Companhia Brasileira de Propriedades Agrícolas (the “Company”);
2.	Based on my knowledge, this report does not contain any untrue<br>statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under<br>which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements, and other<br>financial information included in this report, fairly present in all material respects the financial condition, results of operations<br>and cash flows of the Company as of, and for, the periods presented in this report;
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4.	The Company’s other certifying officer(s) and I are<br>responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))<br>and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
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(a)	Designed such disclosure controls and procedures, or caused<br>such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company,<br>including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which<br>this report is being prepared;
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(b)	Designed such internal control over financial reporting, or<br>caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally<br>accepted accounting principles;
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(c)	Evaluated the effectiveness of the Company’s disclosure<br>controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br>as of the end of the period covered by this report based on such evaluation; and
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(d)	Disclosed in this report any change in the Company’s<br>internal control over financial reporting that occurred during the period covered by the annual report that has materially affected,<br>or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
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5.	The Company’s other certifying officer(s) and I have<br>disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the<br>audit committee of the Company’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the<br>design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s<br>ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management<br>or other employees who have a significant role in the Company’s internal control over financial reporting.
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Date: October 31, 2024.
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	/s/ Gustavo Javier Lopez
	Name:	Gustavo Javier Lopez
	Title:	Chief Financial Officer and <br><br>Investor Relations Officer

Exhibit 13.1

CERTIFICATION PURSUANT TO 18 U.S. C. SECTION1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE U.S. SARBANES-OXLEY ACTOF 2002

In connection with the annual report of BrasilAgro – Companhia Brasileira de Propriedades Agrícolas (the “Company”) on Form 20-F for the fiscal year ended June 30, 2024, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Andre Guillaumon, Chief Executive Officer, certify, pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002, that:

(i)	the Report fully complies with the requirements of Section<br>13(a) or 15(d) of the U.S. Securities Exchange Act of 1934; and
(ii)	the information contained in the Report fairly presents, in<br>all material respects, the financial condition and results of operations of the Company.
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Date: October 31, 2024.
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	/s/ Andre Guillaumon
	Name:	Andre Guillaumon
	Title:	Chief Executive Officer

Exhibit 13.2

CERTIFICATION PURSUANT TO 18 U.S. C. SECTION1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE U.S. SARBANES-OXLEY ACTOF 2002

In connection with the annual report of BrasilAgro – Companhia Brasileira de Propriedades Agrícolas (the “Company”) on Form 20-F for the fiscal year ended June 30, 2024, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Gustavo Javier Lopez, Chief Financial Officer and Investor Relations Officer, certify, pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002, that:

(i)	the Report fully complies with the requirements of Section<br>13(a) or 15(d) of the U.S. Securities Exchange Act of 1934; and
(ii)	the information contained in the Report fairly presents, in<br>all material respects, the financial condition and results of operations of the Company.
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Date: October 31, 2024.
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	/s/ Gustavo Javier Lopez
	Name:	Gustavo Javier Lopez
	Title:	Chief Financial Officer and<br><br> Investor Relations Officer

Exhibit 97.1

Brasilagro – Companhia Brasileira de Propriedades Agrícolas

Incentive Compensation

Clawback Policy

(As Adopted on November 28, 2023 Pursuant to NYSE Rule 303A.14

1. Overview. The Board of Directors (Conselho de Administração, or the “Board”) of Brasilagro – Companhia Brasileira de Propriedades Agrícolas (the “Company”) has adopted this Incentive Compensation Clawback Policy (the “Policy”) which requires the recoupment of certain incentive-based compensation in accordance with the terms herein and is intended to comply with Section 303A.14 of The New York Stock Exchange Listed Company Manual, as such section may be amended from time to time (the “Listing Rules”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms under Section 12 of this Policy.

Interpretation and Administration. The Board shall have full authority to interpret and enforce this Policy; provided, however, that this Policy shall be interpreted in a manner consistent with its intent to meet the requirements of the Listing Rules. As further set forth in Section 10 below, this Policy is intended to supplement any other clawback policies and procedures that the Company may have in place from time to time pursuant to other applicable law, plans, policies or agreements.
Covered Executives. This Policy applies to each current and former Executive Officer of the Company who serves or served as an Executive Oﬃcer at any time during a performance period in respect of which Incentive Compensation is Received, to the extent that any portion of such Incentive Compensation is (a) Received by the Executive Officer during the last three completed Fiscal Years or any applicable Transition Period preceding the date that the Company is required to prepare a Restatement (regardless of whether any such Restatement is actually filed) and (b) determined to have included Erroneously Awarded Compensation. For purposes of determining the relevant recovery period referenced in the preceding clause (a), the date that the Company is required to prepare a Restatement under this Policy is the earlier to occur of (i) the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. Executive Officers subject to this Policy pursuant to this Section 3 are referred to herein as “CoveredExecutives.”
Recovery of Erroneously Awarded Compensation. If any Erroneously Awarded Compensation is Received by a Covered Executive, the Company shall reasonably promptly take steps to recover such Erroneously Awarded Compensation in a manner described under Section 5 of this Policy.
Forms of Recovery. The Board shall determine, in its sole discretion and in a manner that effectuates the purpose of the Listing Rules, one or more methods for recovering any Erroneously Awarded Compensation hereunder in accordance with Section 4 above, which may include, without limitation: (a) requiring cash reimbursement; (b) seeking recovery or forfeiture of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; (c) offsetting the amount to be recouped from any compensation otherwise owed by the Company to the Covered Executive; (d) cancelling outstanding vested or unvested equity awards; or (e) taking any other remedial and recovery action permitted by law, as determined by the Board. To the extent the Covered Executive refuses to pay to the Company an amount equal to the Erroneously Awarded Compensation, the Company shall have the right to sue for repayment and enforce the Covered Executive’s obligation to make payment through the reduction or cancellation of outstanding and future compensation. Any reduction, cancellation or forfeiture of compensation shall be done in compliance with applicable laws.
No Indemnification. The Company shall not indemnify any Covered Executive against the loss of any Erroneously Awarded Compensation for which the Board has determined to seek recoupment pursuant to this Policy. For the avoidance of doubt, the payment or reimbursement by the Company of the insurance premiums to cover losses incurred under this Policy are considered an indemnification pursuant to this Section 6.
Exceptions to the Recovery Requirement. Notwithstanding anything in this Policy to the contrary, Erroneously Awarded Compensation need not be recovered pursuant to this Policy if the majority of the Independent Directors serving on the Board determines that recovery would be impracticable as a result of any of the following:

(a) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt to recover, and provide that documentation to the Exchange;

(b) recovery would violate home country law where that law was adopted prior to November 28, 2022; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company must obtain an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation, and must provide such opinion to the Exchange; or

(c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of applicable laws.

Board Determination Final. Any determination by the Board with respect to this Policy shall be final, conclusive and binding on all interested parties.
Amendment. This Policy may be amended by the Board from time to time, to the extent permitted under the Listing Rules.

2
Non-Exclusivity. Nothing in this Policy shall be viewed as limiting the right of the Company or the Board to pursue additional remedies or recoupment under or as required by any similar policy adopted by the Company or under the Company’s compensation plans, award agreements, employment agreements or similar agreements or the applicable provisions of any law, rule or regulation which may require or permit recoupment to a greater degree or with respect to additional compensation as compared to this Policy (but without duplication as to any recoupment already made with respect to Erroneously Awarded Compensation pursuant to this Policy). This Policy shall be interpreted in all respects to comply with the Listing Rules.
Defined Terms.

“Covered Executives” shall have the meaning set forth in Section 3 of this Policy.

“Erroneously AwardedCompensation” shall mean the amount of Incentive Compensation actually Received that exceeds the amount of Incentive Compensation that otherwise would have been Received had it been determined based on the restated amounts and computed without regard to any taxes paid. For Incentive Compensation based on stock price or total shareholder return, where the amount of erroneously awarded Incentive Compensation is not subject to mathematical recalculation directly from the information in a Restatement:

(A)	The calculation of Erroneously Awarded Compensation shall be based on a reasonable estimate, which may<br>be prepared by a third-party specialist, of the effect of the Restatement on the stock price or total shareholder return upon which the<br>Incentive Compensation was Received; and
(B)	The Company shall maintain documentation of the determination of that reasonable estimate and provide<br>such documentation to the Exchange.
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“Exchange” shall mean The New York Stock Exchange.

“Executive Officer” shall mean the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries shall be deemed executive officers of the Company if they perform such policy-making functions for the Company.

“Financial ReportingMeasures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, including, without limitation, stock price and total shareholder return (in each case, regardless of whether such measures are presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission).

“Fiscal Year” shall mean the Company’s fiscal year; provided that a Transition Period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year.

“Incentive Compensation” shall mean any compensation (whether cash or equity-based) that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure, and may include, but shall not be limited to, performance bonuses and long-term incentive awards such as stock options, stock appreciation rights, restricted stock, restricted stock units, performance share units or other equity-based awards. For the avoidance of doubt, Incentive Compensation does not include (i) awards that are granted, earned and vested exclusively upon completion of a specified employment period, without any performance condition, and (ii) bonus awards that are discretionary or based on subjective goals or goals unrelated to Financial Reporting Measures. Notwithstanding the foregoing, compensation amounts shall not be considered “Incentive Compensation” for purposes of this Policy unless such compensation is Received (1) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (2) on or after October 2, 2023, the effective date of the Listing Rules.

“Independent Director” shall mean a director who is determined by the Board to be “independent” for Board membership, as applicable, under the rules of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários), as of any determination date.

“Listing Rules” shall have the meaning set forth in Section 1 of this Policy.

Incentive Compensation shall be deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.

“Restatement” shall mean an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the Company’s previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

“Transition Period” shall mean any transition period that results from a change in the Company’s Fiscal Year within or immediately following the three completed Fiscal Years immediately preceding the Company’s requirement to prepare a Restatement.

Adopted on: November ,2023

Acknowledgment of IncentiveCompensation Clawback Policy

Reference is made to the Brasilagro – Companhia Brasileira de Propriedades Agrícolas Incentive Compensation Clawback Policy (as adopted on November , 2023 pursuant to NYSE Rule 303A.14) (the “Policy”). Capitalized terms used herein without definition have the meanings assigned to such terms under the Policy.

By signing below, the undersigned acknowledges, confirms and agrees that:

●	the undersigned has received and reviewed a copy of the Policy;
●	the undersigned is, and will continue to be, subject to the Policy to the extent provided therein;
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●	the Policy may apply both during and after termination of the undersigned’s employment with the<br>Company and its affiliates; and
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●	the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning<br>any Erroneously Awarded Compensation to the Company pursuant to the Policy.
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Signature
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Print Name
Date