Terra Santa Agro S A : Material Fact

TERRA SANTA AGRO S.A.

Publicly Held Company with Authorized Capital

CNPJ/MF nº 05.799.312/0001-20

NIRE 35.300.380.657

MATERIAL FACT

Terra Santa Agro S.A. ("Company") (B3: TESA3; Bloomberg: TESA3:BZ; Refinitiv: TESA3.SA), pursuant to Instruction 358/2002 of the Brazilian Securities and Exchange Commission ("CVM"), hereby informs its shareholders and the market in general that on June 29, 2021 the period of sixty (60) days elapsed, in accordance with article 174 of Law 6,404/76 ("Corporation Law"), for unsecured creditors (credores quirografários) to oppose the reduction in the Company's capital stock, approved at the Extraordinary Shareholders' Meeting of April 29, 2021 ("ESM"), whose minutes were published on April 30, 2021.

As approved at the ESM, the reduction in the capital stock, to be carried out in the total amount of six hundred and seventy-three million, five hundred and eighty-eight thousand, two hundred and thirty-one Reais and fifty-nine cents (R$ 673,588,231.59), for being considered excessive, under the terms of article 173 of the Corporation Law, will be in an amount equivalent to the equity book value of the investment held by the Company in TS AGRO S.A., a corporation registered with the CNPJ/ME under no. 40.337.136/0001-06, by means of the delivery of one hundred percent (100%) of the shares issued by it, in the proportion of each shareholder's respective interest in the Company on the capital reduction implementation date, without the cancellation of any shares representing the Company's capital stock, thus maintaining the shareholders' interest percentage in the Company's capital stock unchanged.

The capital reduction in question will become effective, pursuant to article 125 of Law 10,406/02 (Civil Code), after compliance with the suspensive conditions set forth in the Transaction, including the Registration as a Publicly-Held Company, in accordance with the Management Proposal of the ESM and the Material Fact disclosed on March 25, 2021 by the Company.

Pursuant to CVM regulations and Novo Mercado regulations, the Company will keep its shareholders and the market informed about any information and material facts involving the Company through B3, CVM and its website - www.terrasantaagro.com/ri.

São Paulo, June 30, 2021

Alexandre Segadilha Adler

CFO and Investor Relations Officer