Brasilagro Cia Brasileira De Propriedades AgricolasBMFBOVESPA: AGRO3

Minutes of the Board of Directors Meeting held on february 06, 2025

· Issued by Brasilagro Cia Brasileira De Propriedades Agricolas
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BRASILAGRO - COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS

Corporate Taxpayer's ID (CNPJ/MF): 07.628.528/0001-59

Company Register Identification Number (NIRE): 35.300.326.237

Publicly Held Company

EXTRACT FROM THE MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON FEBRUARY 6, 2025

Date, Time, and Place: On February 6, 2025, at 11:30 a.m., in a hybrid format, at the office of BrasilAgro - Companhia Brasileira de Propriedades Agrícolas, located in the City of São Paulo, State of São Paulo, at Avenida Rebouças, No. 2,984, 6th floor, ZIP Code 05402-500 ("Company" or "BrasilAgro").

Call Notice: The meeting was called in accordance with Article 20, paragraph one, of the Bylaws and Article 4.3.1 of the BY-LAWS of the Company's Board of Directors.

Attendance: The entire membership of the Company's Board of Directors was in attendance,

namely: Eduardo Sergio Elsztain, Alejandro Gustavo Elsztain, Alejandro Gustavo Casaretto, Efraim Horn, Eliane Aleixo Lustosa de Andrade, Isaac Selim Sutton, Isabella Saboya de Albuquerque, Matias Ivan Gaivironsky, and Saúl Zang ("Directors"). It is hereby recorded that the participants attended both in person and via videoconference, as allowed pursuant to Article 20, caput, of the Company's Bylaws.

Presiding: Chairman: Eduardo S. Elsztain; Secretary: André Guillaumon.

Agenda: To examine, discuss, and deliberate on: (i) a loan agreement with Banco do Nordeste do Brasil S.A. ("BNB"); (ii) ratification of the renewal of the Directors' and Officers' Liability Insurance ("D&O Insurance") Agreement; (iii) an update to the Code of Conduct; (iv) an update to the Policy of Indication of Members of the Board of Directors, Committees and Statutory Officers; (v) an update to the By-Laws of the Board of Directors; (vi) an update to the Securities Trading Policy; (vii) an update to the Material Event or Act Disclosure Policy; (viii) an update to the Policy of Transactions with Related Parties; (ix) the By-Laws of the Finance Committee; (x) the By-Laws of the Executive Committee; and (xi) rectification of the Company's headquarters address.

Resolutions: The Board Members analyzed the agenda and, unanimously and without any reservations, resolved to:

  1. approve, based on the favorable recommendation of the Finance Committee, a loan agreement with BNB by the Company, in an amount of up to BRL 20,000,000.00 (twenty million reais), converted into U.S. dollars, and any related swap agreements, under Clause
    21, item XXIV, of the Company's Bylaws, as well as authorize its subsidiary Agrifirma Agro
    Ltda. to provide a guarantee (endorsement) to the Company in connection with this transaction;
  2. ratify, based on the favorable recommendation of the Finance Committee, the renewal of the D&O Insurance for the 2025/2026 term with Tokio Marine Seguradora, pursuant to the commercial terms and conditions;

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  1. approve, based on the favorable recommendation of the Audit Committee, the update to the Company's Code of Conduct, according to the Exhibit I to the present minutes;
  2. approve, based on the favorable recommendation of the Compensation Committee, the update to the Policy of Indication of Members of the Board of Directors, Committees and Statutory Officers, according to the Exhibit II to the present minutes;
  3. approve the update to the Board of Directors' By-Laws, according to the Exhibit III to the present minutes;
  4. approve, based on the favorable recommendation of the Audit Committee, the update to the Company's Policy of Securities Trading, according to the Exhibit IV to the present minutes;
  5. approve the update to the Company's Policy of Material Event or Act Disclosure, according to the Exhibit V to the present minutes;
  6. approve the update to the Company's Policy of Transactions with Related Parties, according to the Exhibit VI to the present minutes;
  7. approve the By-Laws of the Company's Finance Committee, according to the Exhibit VII to the present minutes;
  8. approve the By-Laws of the Company's Executive Committee, according to the Exhibit VIII to the present minutes;
  9. rectify the Company's headquarters address fromthe City of São Paulo, State of São Paulo, at Avenida Rebouças, No. 2,984, suites 61 and 62, 6th floor, ZIP Code 05402-500, tothe City of São Paulo, State of São Paulo, at Avenida Rebouças, No. 2,942, 6th floor, ZIP Code 05402-500.

Archived Documents: The updated Code of Conduct (Exhibit I), the updated Policy of Indication of Members of the Board of Directors, Committees and Statutory Officers (Exhibit II), the updated Board of Directors' By-Laws (Exhibit III), the updated Securities Trading Policy (Exhibit IV), the updated Material Event or Act Disclosure Policy (Exhibit V), the updated Policy of Transactions with Related Parties (Exhibit VI), the By-Laws of the Finance Committee (Exhibit VII), and the By-Laws of the Executive Committee (Exhibit VIII) are all integral parts of and filed with these minutes, being inseparable.

Closing: There being no further business to discuss, the minutes were drafted, approved and signed by the all the members of the Board of Directors and by the Chairman and Secretary of the Board's Meeting.

Signatories: (a) Presiding: Eduardo S. Elsztain as Chairman; and André Guillaumon as

Secretary; (b) Members of the Board of Directors: Eduardo Sergio Elsztain, Alejandro Gustavo Elsztain, Alejandro Gustavo Casaretto, Matias Ivan Gaivironsky, Saúl Zang, Efraim Horn, Eliane Aleixo Lustosa de Andrade, Isaac Selim Sutton and Isabella Saboya de Albuquerque.

São Paulo, February 6, 2025.

André Guillaumon

Secretary

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BRASILAGRO - COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS

Corporate Taxpayer's ID (CNPJ/MF): 07.628.528/0001-59

Company Register Identification Number (NIRE): 35.300.326.237

Publicly Held Company

EXHIBIT I

EXTRACT FROM THE MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON FEBRUARY 6, 2025

____________________________________________________________________________

CONDUCT CODE OF

BRASILAGRO - COMPANHIA BRASILEIRA DE 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 By-Laws, in accordance with the highest ethical standard.

Brasilagro must work aiming at continuous improvement and compliance with current environmental laws and By-Laws.

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 By-Laws.

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.

  1. OBJECTIVE RULES
  • Duties and Responsibilities

According to this Code, the board members, executive officers and employees of Brasilagro are required to:

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  • Conduct business with honesty, and integrity, taking measures 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 to government, regulatory authorities and shareholders are complete, true, accurate and appropriate;
  • Always act according to the applicable laws, decrees and By-Laws;
  • Inform the Ethics Committee, in due time and proper manner, any and all violation to this Code; and
  • Respect and care for the faithful compliance with this Code.
  • 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.

  • 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.

  • 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 theirwork, 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.

  • 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.

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  • Anti-CorruptionLaw

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.

  1. 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 acting ethically and responsibly in its interactions with civil society, promoting innovative practices that balance the efficient use of natural resources with increasing productivity. The Company values sustainable development, preserving resources for future generations, and fostering respectful and collaborative relationships with the communities in which it operates.

Furthermore, the Company reaffirms its commitment to the fundamental rights of all individuals, combating any form of discrimination, exploitation, or violation of human rights.

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.

  • Relationship with Shareholders

The operations of Brasilagro are conducted in accordance with the international ethical standards, By-Laws and principles, including, among others, responsibility, honesty, and integrity. Brasilagro

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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 By-Laws.

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.

Reports can be made either by phone: Brazil: 0-800-891-4636, Paraguay: 009-800-521-0056, or

Bolivia: 800100605, or via the internet: https://resguarda.com/brasilagro.

Nobody will be subject to retaliation due to a report, 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.

  • 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.

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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 clients, suppliers, potential suppliers, other board members, executive officers or employees, government authorities, other entities 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 from the use of assets owned by the
    Company, contacts, information or the position occupied in the organization;
  • Work or render services (including advisory) in competitor companies or in activities which could be in conflict with the Company's interests;
  • Perform tasks or any personal activities during the working day, unless otherwise specifically authorized by his immediate superior;
  • Act in behalf of Brasilagro in a transaction in which himself, or his direct family or companies related to him, have a direct or indirect interest.

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.

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BRASILAGRO - COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS

Corporate Taxpayer's ID (CNPJ/MF): 07.628.528/0001-59

Company Register Identification Number (NIRE): 35.300.326.237

Publicly Held Company

EXHIBIT II

EXTRACT FROM THE MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON FEBRUARY 6, 2025

____________________________________________________________________________

POLICY F INDICATION OF MEMBERS OF THE BOARD OF DIRECTORS,

COMMITTEES AND STATUTORY OFFICERS OF BRASILAGRO - COMPANHIA

BRASILEIRA DE PROPRIEDADES AGRÍCOLAS

1. Objective

1.1 The present Policy of members of the Board of Directors, committees, and statutory officers of BrasilAgro aims at establishing guidelines and criteria and procedures for the indication of members to the composition of the Board of Directors, of the Committees and the Officers of the Company.

2. Definitions

2.1 The terms and expressions listed below, when used in this Policy, shall have the following meanings:

  1. Company:BrasilAgro - Companhia Brasileira de Propriedades Agrícolas
  2. CVM: Securities Exchange Commission.
  3. Committees: the Committees of advisory to the Board of Directors of BrasilAgro Companhia Brasileira de Propriedades Agrícolas
  4. Board of Directors: the Board of Directors of BrasilAgro - Companhia Brasileira de Propriedades Agrícolas
  5. Officers: the Officers of BrasilAgro - Companhia Brasileira de Propriedades Agrícolas
  6. Policy: the present "Policy of Indication of BrasilAgro - Companhia Brasileira de Propriedades Agrícolas".
  7. RCVM 23: the CVM Resolution No. 23, of 26th of February 2021.
  8. RCVM 80: the CVM Resolution No. 80, of 30th of March 2022.
  9. New Market Regulation: Regulation of the New Market of B3 S.A. - Brasil, Bolsa, Balcao.

3. Board of Directors

3.1 Criteria of Indication of the Members of the Board of Directors

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  1. The Board of Directors is a collective body, that must be comprised by members of diverse profile, appropriate number of independent members, complementarity of experiences, academic education, availability of time and technical decision-making, exempted and reasoned.
  2. The Memorandum of Association provides that the Board of Directors shall be comprised by, at minimum, 5 (five) and, maximum, 9 (nine) members, all of them elected and removable by the Shareholders' Meeting, with term of office of 2 (two) years, reelection allowed.
  3. Out of the members of the board of directors, at least 2 (two) or 20% (twenty per cent), whatever is higher, shall be "Independent Directors", according to the definition of the Regulation of the New Market, and the characterization of the persons assigned to the Board of Directors as
    Independent Directors shall be deliberated in the Shareholders' Meeting that elects them, being also considered as independent in the companies with controlling shareholder(s) the director(s) elected upon the authorization provided by article 141, §§ 4th and 5th of the Corporations Law.
  4. The indication of the members of the Board of Directors of the Company shall obey to the same criteria, in addition to the legal, regulatory and those requirements expressed in the memorandum of association of the Company:
  1. alignment and commitment with the values and the culture of the Company, its Code of Conduct, and its internal policies;
  2. Overall knowledge regarding the market, including in matters relevant and supplementary to the usual and current demands of the Company;
  3. Strategic vision and knowledge of best practices of corporate governance;

(iv)Academic education or academic initiation compatible with the attributions of Directors;

  1. Assessment of the Board of Directors referring to the last mandate of their members;
  2. sound reputation;
  1. be exempt of conflict of interest with the Company, being forbidden (a) to occupy positions in companies that may be considered competitors of the Company; or (b) has or represents interest conflicting with the Company's;
  2. has not suffered final and non-appealable decision that has suspended or disabled him, by CVM, that has rendered him non-eligible for the positions of administrator of publicly held Company; and
  3. availability of time to properly dedicate to the function and responsibility assumed, that goes beyond the presence in the meetings of the Board of Directors and the previous reading of the documentation, being forbidden the indication of member that, simultaneously, acts as administration in other 5 (five) publicly held corporations not belonging to the same corporate group, in which the entire corporate group shall be counted as a single position.

3.2 Procedures for the Indication of Members of the Board of Directors.

3.2.1 The indication of candidates to the Board of Directors may be made by the Company's

Board of Directors, as well as by any shareholders, under the terms of the Corporations Law.

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3.2.2 In case the shareholder submits an indication of candidate to the Board of Directors, such indication shall observe the provision of article 3rd of the RCVM 80, as follows:

  1. Copy of the instrument of statement of good standing to perform duties, under the terms of RCVM 80 or declare that it has obtained from the person indicated the information that he is in condition to sign such instrument, indicating the eventual exceptions; and
  2. The résumé of the candidate indicated, containing, at least his qualification, professional experience, education background, main professional activity that he exercises at the time and indication of which position he occupies in boards of directors, supervisory boards or advisory boards in other companies.
  1. The appointment of member to comprise the board of directors shall be made by the shareholders' meeting in agreement with the rules set forth in the Company's Memorandum of
    Association.
  2. The shareholder who is entitled to indicate candidates to the Board of Directors, under the terms of the Memorandum of Association, shall notify the Investor Relations Officer in writing informing the full name and qualification of the candidates in the period (i) between the first business day of the fiscal year where the shareholders meeting will be held and up to 25 (twenty- five) days before the date of its holding, in case of annual shareholders' meeting, or (ii) between the first business day after the occurrence of the event that justifies the calling of shareholders' meeting for the election of the members of the Board of Directors and the Supervisory Board, if applicable, and up to 25 (twenty-five) days before the date of holding of the meeting, in case of special shareholders' meeting called for such end. By indicating member to integrate the Board of Directors, the shareholder shall present a statement certifying that it was duly observed in this indication all legal requirements applicable and those related to the system of corporate governance of the Company, together with the evidence applicable.
  3. The Board of Directors shall have 1 (one) Chairman and 1 (one) Vice-Chairman, that shall be elected by the majority of the votes of the attendees, in the first meeting of the Board of Directors that occurs after the investiture of its members, or whenever occurs a resignation or vacancy in those positions.
  4. The position of Chairman of the Board of Directors and the Chief Executive Officer cannot be accumulated by the same person.
  5. The Board of Directors shall assign one of the officers of the Company to the function of Investor Relations Officer.
  6. The fulfillment of the requirements set forth in items 3.1.4 above of this Policy shall be verified by the Officers and, in case they have been met, the name of the candidate will put to vote in the Company's Shareholders' Meeting. The election of the members of the Board of Directors of the Company shall be performed as provided in the Memorandum of Association and the legislation applicable.

4. Officers

4.1 Criteria for indication of members of the Board

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