BRASILAGRO - COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS

Publicly held company with authorized capital

Corporate Taxpayer's ID (CNPJ/MF) No. 07.628.528/0001-59

Company Register Identification Number (NIRE) 35.300.326.237

EXCERPT OF THE MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON SEPTEMBER 19, 2023

Date, Time, Location: On September 19, 2023, at 9:10 a.m., at the headquarters of Brasilagro - Companhia Brasileira de Propriedades Agrícolas, located in the city of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, No. 1.309, 5th floor, CEP 01452-002 ("Company").

Call and Attendance: All of the members of the Company's Board of Directors ("Directors") having been duly summoned pursuant to article 20, paragraph 1, of the Company's Bylaws, the meeting was installed with the presence of the Directors who subscribe to these minutes, except for Director Alejandro Gustavo Casaretto, who previously expressed his vote in writing. The participation of Directors by means of conference call and/or video conference, respectively, as provided for in article 20, caput, of the Bylaws, is acknowledged. The meeting was also attended by Ms. Janine Meira, as an alternate member of the Board of Directors.

Presiding Board: Chairman: Eduardo Sergio Elsztain; and Secretary: André Guillaumon.

Agenda: Examine, discuss and resolve on, among others: (i) proposal to ratify the adjustment to the pro-labore of the Company's executives, namely the Chief Executive Officer and the Chief Financial and Investor Relations Officer, by 10% and 5%, respectively; (ii) proposal to re-ratify the limit of the overall management compensation for the 2022/2023 financial year; (iii) proposal to amend the Company's bylaws to (a) exclude the Executive Committee and (b) add to the bylaws a clause providing that Related Party Transactions (RPTs) as defined in the RPTs Policy are included in the list of matters subject to the qualified quorum of ¾ provided for in article 22 of the bylaws; (iv) proposal to set the limit for the overall management compensation for the 2023/2024 financial year ("OMC 23/24 Proposal"); (v) proposal for a slate for (re)election of the members of the board of directors; (vii) proposal for a slate for (re)election of the members of the fiscal board; (vii) proposal to increase the Company's share capital, within the limit of the authorized capital, in the amount of BRL 3,064.36, through the issuance of 306,436 common shares as a result of the exercise of the subscription bonus, as well as the consequent amendment of article 6 of the Company's Bylaws to reflect the aforementioned increase in share capital; and, also (viii) calling of the annual and an extraordinary general shareholders' meeting of the Company.

Resolutions: After analysis and discussions of the matters of the agenda, the Directors decided the following:

  1. To unanimously ratify, based on the positive opinion of the Compensation Committee issued on February 8, 2023, the adjustment of the pro bono of the Chief Executive Officer and the Chief Financial and Investor Relations Officer by 10% and 5%, respectively.
  2. To unanimously approve the proposal to re-ratify the amount of the overall annual compensation of the Company's Management for the fiscal year ending June 30, 2023, approved at the Annual and Extraordinary General Meeting held on October 27, 2022, which will be modified from the total amount of R$ 16,110,204.82 to the total amount of R$ 16,827,248.11.
  3. Reject, by majority of votes, the proposal made by Board members Isabella Saboya de Albuquerque and Eliane Aleixo Lustosa de Andrade to amend the Company's bylaws to (a) exclude the Executive Committee; and (b) add to the bylaws a clause providing that Related Party Transactions (RPTs), as defined in the RPT Policy, should be included in the list of matters subject to the qualified quorum of ¾ provided for in article 22 of the bylaws. The directors expressed their views in writing, as shown in Exhibit IIto this minute.
  4. To approve, by majority of votes, the 23/24 Board of Directors Proposal, in the amount of BRL 16,589,654.91, including benefits of any kind and representation fees, with the Board of Directors subsequently being responsible for defining the individual amounts to be attributed to each manager (administrador), taking into account their responsibilities, the time dedicated to their duties, their competence and professional reputation, as well as the value of their services in the market. The dissenting votes can be found in Exhibit IIIto this minute.
  5. To unanimously approve the proposed slate for the (re)election of the members of the Board of Directors, which is proposed to be composed by 9 members as listed below, in all cases for unified terms of office that will end at the Annual General Meeting that decides on the financial statements for the fiscal year to be ended on June 30, 2025, provided that, in the event of any vacancy or absence of a member of the Board of Directors, the alternate will hold office for the term of office of the respective replaced Board Member.

#

Name

(Re)election

Position

1

Eduardo Sergio Elsztain

Reelection

Member

2

Alejandro Gustavo Elsztain

Reelection

Member

3

Saúl Zang

Re-election

Member

4

Alejandro Gustavo Casaretto

Re-election

Member

5

Matias Gaivironski

Election

Member

6

Efraim Horn

Reelection

Member

7

Isaac Selim Sutton

Reelection

Member

8

Eliane Aleixo Lustosa de

Reelection

Member

Andrade

9

Isabella Saboya de Albuquerque

Reelection

Member

With regard to the alternates, the Board proposes the (re)election of the candidates listed below under the following conditions:

#

Name

(Re)election

Position

1

Carolina Zang

Reelection

First alternate member in the

event of vacancy or absence of

the members of the Board of

Directors listed in items 1 to 4

(including) above.

2

Miguel Falcón

Election

Second alternate member in the

event of vacancy or absence of

the members of the Board of

Directors listed in items 1 to 4

(including) above.

3

João de Almeida Sampaio

Election

Alternate member in the event of

Filho

vacancy or absence of the

member of the Board of Directors

listed in item 5 above.

4

Ricardo de Santos Freitas

Reelection

Alternate member in the event of

vacancy or absence of the

members of the Board of

Directors listed in items 6 and 7

(including) above.

5

Janine Meira Souza

Reelection

Alternate member in the event of

Koppe Eiriz

vacancy or absence of the

member of the Board of Directors

listed in item 8 above.

6

Sérgio Werneck Filho

Election

Alternate member in the event of

vacancy or absence of the

member of the Board of Directors

listed in item 9 above

The Board of Directors reviewed the statements delivered by the candidates Eliane Aleixo Lustosa de Andrade, Isabella Saboya de Albuquerque, Efraim Horn, Isaac Selim Sutton, Ricardo de Santos Freitas, Janine Meira Souza Koppe Eiriz, João de Almeida Sampaio Filho and Sergio Ladeira Furquim Werneck Filho, and agreed with the qualification of these candidates as independent for the purposes of the Novo Mercado Regulations and art. 6, §§1 and 2 of Exhibit K of CVM Resolution No. 80/22.

  1. To unanimously approve the following slate proposal for the election of the members of the Fiscal Board, which is proposed to be composed by 3 members and the same number of alternates:

#

Member

Alternate

1

Geraldo Affonso Ferreira Filho

Ariane Cristina Vilalta

2

Ivan Luvisotto Alexandre

Luis Fernando Oliveira Fernandes da Silva

3

Marcos Paulo Passoni

Leonardo de Paiva Rocha

  1. To unanimously approve the increase in the Company's share capital, within the limit of the authorized capital, in the amount of BRL 3,064.36, through the issuance of 306,436 registered common shares with no par value, at an issue price of BRL 0.01 per share, which were fully subscribed by AB (Holdings) 1 S. À.R.L, a company incorporated under the laws of Luxembourg, with registered offices at 15, Boulevard Roosevelt, L-2450, Luxembourg, registered with the CNPJ/ME under No. 09.496.669/0001-90, in accordance with the subscription form attached as Exhibit Ito this minute and in the context of the transaction entered with Agrifirma Brasil Holding on November 22, 2020.
    Therefore, the Company's share capital will increase from BRL 1,587,984,600.71, divided into 102,377,008 registered common shares with no par value, to BRL 1,587,987,665.07, divided into 102,683,444 registered common shares with no par value. The new shares issued as a result of the increase approved herein are identical in all respects to the common shares existing on this date and are entitled to receive full dividends and/or interest on equity, as well as any other rights that may be declared by the Company, on equal terms with the other existing shares.

As a result of the above, article 6 of the Company's bylaws proposal of amendment is also approved, and this provision shall read as follows:

Article 6 - The Company's share capital, fully subscribed and paid up, is of BRL 1,587,987,665.07 (one billion, five hundred and eighty-seven million, nine hundred and eighty-seven thousand, six hundred and sixty-five reais and seven cents), divided into 102,683,444 (one hundred and two million, six hundred and eighty-three thousand, four hundred and forty-four) common, registered shares with no par value.

  1. To unanimously approve the convening of the Company's Annual and Extraordinary Shareholders' Meetings to: (a) examine, discuss and vote on the Annual Management Report and the Financial Statements, accompanied by the opinions of the Independent Auditors and the Fiscal Board, for the fiscal year ending June 30, 2023; (b) to resolve on the proposed allocation of net profits for the fiscal year ending June 30, 2023 and the declaration of dividends, including additional dividends based on the balance of the statutory profit reserve; (c) to resolve on the definition of the number of members to make up the Company's Board of Directors for the next term of office, in accordance with the Company's Bylaws; (d) to resolve on the election of the effective and alternate members of the Company's Board of Directors; (e) to resolve on the definition of the number of members to make up the

Company's Fiscal Board for the next term of office, in accordance with the Company's Bylaws; (f) to resolve on the election of the effective and alternate members of the Company's Fiscal Board; (g) to resolve on setting the compensation of the members of the Company's Fiscal Board; (h) to set the limit for the overall compensation of the Company's managers for the fiscal year beginning on July 1, 2023; (i) to re-ratify the limit for the overall compensation of the Company's managers for the fiscal year beginning on July 1, 2022; and

  1. to resolve on the proposal to amend the Company's Bylaws to reflect the capital increase approved by the Board of Directors at a meeting held on September 19, 2023. The Company's Board of Officers is hereby authorized to take all necessary measures to convene such meeting.

Closing: Having analyzed all the items on the agenda and considering that no other matters were raised in the discussion, the meeting was suspended for the time necessary to draw up these minutes and, once the meeting was reopened, these minutes were read aloud to check that they were in order and signed by all the Directors present at the meeting and by the Chairman and Secretary. São Paulo, September 19, 2023. Presiding Board: Eduardo Sergio Elsztain - Chairman; André Guillaumon - Secretary. Directors: Alejandro Gustavo Elsztain, Saúl Zang, Alejandro Gustavo Casaretto, Isaac Selim Sutton, Isabella Saboya de Albuquerque, Eliane Aleixo Lustosa de Andrade and Efraim Horn.

As Chairman and Secretary of the Board, we hereby certify that the above resolutions reflect the

decisions taken by the Board of Directors.

São Paulo, September 19, 2023.

Eduardo Sergio Elsztain

André Guillaumon

Chairman

Secretary

* * *

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BrasilAgro - Companhia Brasileira de Propriedades Agrícolas published this content on 19 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 September 2023 22:41:07 UTC.