BrasilAgro Companhia Brasileira de Propriedades Agrícolas : Notice to Shareholders - Capital Increase

Notice to Shareholders

BRASILAGRO - COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS

Publicly-Held Company with Authorized Capital

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

State Registry (NIRE) 35.300.326.237

BrasilAgro - Companhia Brasileira de Propriedades Agrícolas ("Company" or "BrasilAgro") (B3: AGRO3), pursuant to Instruction 480, of December 7, 2009, of the Brazilian Securities and Exchange Commission ("CVM"), as amended, hereby informs its shareholders and the market that the capital increased approved by the Company's Board of Directors was executed, on May 14, 2021, under the following applicable terms indicated in Annex 30-XXXII of said instruction.

1. Disclose to the market the amount of the increase and the new capital stock: Under the terms of Article 166, item III, of Law 6.404 of December 15, 1967, as amended ("Brazilian Corporation Law") and Article 7, paragraph 1, of the Company's Bylaws, it was approved, in a Company's Board of Directors meeting held on May 14, 2021, within the limit of authorized capital and without the necessity of a resolution by the general shareholders' meeting, (i) the Company's capital stock increase in the amount of R$ 113,303,939.52 (one hundred and thirteen million, three hundred and three thousand, nine hundred and thirty-nine reais and fifty-two cents), through the issuance of 5,131,519 (five million, one hundred and thirty one thousand, five hundred and nineteen) registered common shares with no par value, at an issue price of R$ 22.08 (twenty two reais and eight cents) per share, which were fully subscribed by Cape Town LLC, a company organized under the laws of the United States, headquartered at 2711, Centerville Road, Suite 400, Wilmington, Delaware 19808, enrolled with the CNPJ/ME under no. 41.819.719/0001-39 ("Cape Town"); and (ii) the Company's capital stock increase, in the amount of R$ 334,870,084.40 (three hundred thirty- four million, eight hundred seventy thousand, eighty-four reais and forty cents), through the issuance of 15,141,188 (fifteen million, one hundred and forty-one thousand, one hundred and eighty-eight) registered common shares, with no par value, at an issue price of R$ 22.1165 (twenty-two reais and one thousand, one hundred and sixty-five tenths of a thousand cents) per share, which were fully subscribed by (a) Cresud S.A.C.I.F.Y.A, a company created as per the laws of Argentina, headquartered at Carlos M. Della Paolera, 261 Piso 9 (C1001ADA), Ciudad Autonoma de Buenos Aires (CABA), Argentina ("Cresud") and (b) Turismo Investment S.A.U (current corporate name of Agro Investment S.A.), a company created as per the laws of Argentina headquartered at Calle Bolivar 108, 1 piso, Buenos Aires ("Turismo Investment" and, collectively with Cresud and Cape Town, the "Subscribing Shareholders").
   The capital increases were approved by the Board of Directors due to the exercise by the Subscribing Shareholders of their subscription rights provided for

in the Company's first-issue warrants issued on March 15, 2006, as per the Company's Board of Directors meeting held on that date ("Subscription Bonuses" or "Bonuses" and "Issuance BoDM", respectively) and pursuant to material facts disclosed by the Company on May 10, 2021 (in the case of the exercise of the Subscription Bonuses by Cape Town) and on May 14, 2021 (in the case of the Subscription Bonuses by Cresud and Turismo Investment).

Due to the exercise of the Subscription Bonuses referred to in this document, the total value of the capital stock increase was R$ 448,174,023.92 (four hundred and forty-eight million, one hundred and seventy-four thousand, twenty-three reais and ninety-two cents), increasing from R$ 1,139,810,576.79 (one billion, one hundred and thirty-nine million, eight hundred and ten thousand, five hundred and seventy-six reais and seventy-nine cents) divided into 82,104,301 (eighty-two million, one hundred and four thousand, three hundred and one) common, nominative shares with no par value to R$ 1,587,984,600.71 (one billion, five hundred and eighty-seven million, nine hundred and eighty-four thousand, six hundred reais and seventy-one cents), divided into 102,377,008 (one hundred and two million, three hundred and seventy-seven thousand and eight) common shares, nominative and without par value, according to the meeting of the Board of Directors held on May 14, 2021.

1. Inform whether the increase will be carried out by means of: i - conversion of debentures or other debt securities into shares; ii - exercise of subscription rights or warrants; iii - capitalization of profits or reserves; or iv - subscription of new shares.
   The capital increases were performed upon exercise, by the Subscribing Shareholders, of the Subscription Bonuses, as per meeting of the Board of Directors held on May 14, 2021, and relevant facts disclosed by the Company on May 10, 2021 (in case of the exercise of the Subscription Bonuses by Cape Town) and on May 14, 2021 (in case of the Subscription Bonuses by Cresud and Turismo Investment).
2. Explain, in detail, the reasons for the increase and its legal and economic consequences and provide a copy of the opinion of the supervisory board, if applicable.
   The capital increases were performed due to the exercise, by the Subscribing Shareholders, of the Subscription Bonuses, according to the Issuance BoDM and the Board of Directors meeting held on May 14, 2021.
   Apart from the dilution verified by shareholders who were not holders of Subscription Bonus or who did not exercise their subscription rights, there are no other relevant legal or economic consequences resulting from the capital increase.
3. In the event of a capital increase through subscription of shares, the issuer must i - describe the destination of the resources;
   The proceeds from the capital increases approved as of May 14, 2021, will be allocated to (i) acquisition of land for exploration and development of

agricultural properties, and (ii) businesses to optimize and leverage the Company's operating activities.

ii - inform the number of issued shares of each type and class;

Due to the approved capital increases, the Company issued 20,272,707 (twenty million, two hundred seventy-two thousand, seven hundred and seven) common nominative shares ("Shares").

1. - describe the rights, advantages and restrictions attributed to the shares to be issued;
   Upon issuance, the Shares will grant their holders the same rights, advantages and restrictions granted to the holders of the other common shares issued by the Company on the applicable date, pursuant to Brazilian Corporations Law, the Novo Mercado Listing Rules and the Company's bylaws, including the right of preference in the subscription of new shares, debentures convertible into shares and subscription bonus issued by the Company, as conferred by Article 109, item IV, of the Brazilian Corporations Law, and the right to the minimum mandatory dividend upon its declaration.
2. - inform whether related parties, as defined by the accounting rules dealing with this matter, will subscribe for shares in the capital increase, specifying the respective amounts if these amounts are already known;

The Subscribing Shareholders Cresud and Turismo Investment are related parties of the Company under the terms of the Accounting Pronouncement no. 05 (R1) of the Accounting Pronouncements Committee (CPC 05), and the amounts of the increases are those indicated in item 1) above.

v - inform the issue price of the new shares;

In the case of the capital increase resulting from the exercise of the subscription bonuses by Cape Town, the new Shares were issued at a price per Share of R$ 22.08 (twenty-two point eight cents). In the case of the capital increase resulting from the exercise of the subscription bonuses by Cresud and Turismo Investment, the new Shares were issued at a price per Share of R$ 22.1165 (twenty-two reais, one thousand, one hundred and sixty-five tenths of a thousand cents).

In both increases, the issue price of the Shares was calculated according to the Issuance BoDM and corresponds to the exercise price of the warrants updated to the date of their respective exercises by (i) Cape Town (specifically, May 10, 2021); and (ii) Cresud e Turismo Investment (specifically, May 14, 2021). The divergence of such values refers, therefore, to different updates of the exercise prices since the Subscription Bonuses in question were exercised on different dates.

1. - inform the nominal value of the shares issued or, in the case of no-parvalue shares, the portion of the issue price that will be allocated to the capital reserve; The totality of the resources from the capital increases approved as of May 14, 2021, shall be destined to the Company's capital stock increase.

1. - provide management's opinion on the effects of the capital increase, especially in terms of dilution arising from the increase;
   The managements understand that the dilution caused by the capital increases approved at the meeting of the Board of Directors held on May 14, 2021, arises exclusively from the exercise of the Bonuses, according to the criteria established in the Issuance BoDM.
2. - inform the criteria for calculating the issue price and justify, in detail, the financial aspects that determined the price;
   The price of the subscribed Shares was determined according to the criteria established in the Issuance BoDM, and is equivalent to the issue price per share practiced in the initial offering of the Company's shares ("IPO"), adjusted according to the price per share practiced in the share issues subsequent to the IPO (which do not result from the exercise of the Subscription Bonuses).
3. - if the issue price was set at a premium or discount in relation to the market value, identify the reason for the premium or discount and explain how it was determined;
   The price was determined as per item "viii" immediately above.
4. - provide a copy of all reports and studies that supported the issue price;

Not applicable.

1. - inform the price of each type and class of shares of the issuer in the markets where they are traded, including:

1. minimum, average, and maximum price for each year, in the last 3 (three) years;

2018	2019	2020
Min: 12.66	Min: 15.00	Min: 13.80
Max: 16.00	Max: 19.46	Max: 27.22
Avg: 13.84	Avg: 16.56	Avg: 20.87

1. minimum, average, and maximum price for each quarter, in the last 2 (two) years;

2019	2020
1st Qtr	1st Qtr
Min: 15.00	Min: 13.80
Max: 16.30	Max: 20.75
Avg: 15.92	Avg: 18.58

2nd Qtr	2nd Qtr
Min: 15.35	Min: 17.00
Max: 16.65	Max: 21.47
Avg: 15.83	Avg: 19.44
3rd Qtr	3rd Qtr
Min: 16.05	Min: 19.62
Max: 18.06	Max: 22.53
Avg: 16.99	Avg: 21.31
4th Qtr	4th Qtr
Min: 16.66	Min: 21.26
Max: 19.46	Max: 27.22
Avg: 17.45	Avg: 24.17

1. minimum, average, and maximum price for each month, in the last 6 (six) months;
   November - 2020

Min: 21.50

Max: 27.22

Avg: 24.66

December - 2020

Min: 24.74

Max: 26.92

Avg: 25.80

January - 2021

Min: 25.00

Max: 27.94

Avg: 26.41