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 SEPTEMBER 2th, 2025 Date, Time, and Place: On September 2th, 2025, at 4 p.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. 2,942, 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 majority of membership of the Company's Board of Directors was in attendance, namely: Eduardo Sergio Elsztain, Alejandro Gustavo Elsztain, Saul Zang, Alejandro Gustavo Casaretto, Efraim Horn, Eliane Aleixo Lustosa de Andrade, Isaac Selim Sutton, Matias Ivan Gaivironsky, and Saúl Zang. It is documented formally that the voting instructions of Isabella Saboya de Albuquerque were received, as provided for in clause 7.1.2. of the Directors' Bylaws and article 15, sole paragraph of the Company's Bylaws. ("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) the individual and consolidated financial statements for fiscal year 24/25, together with the respective explanatory notes ("FY 24/25 Financial Statements"); (ii) the proposal for the allocation of net income and distribution of dividends for fiscal year 24/25; (iii) the proposal for a charitable contribution to Instituto BrasilAgro for fiscal year 2026; (iv) the proposed Annual Work Plan of the Internal Audit function for fiscal year 25/26; and (v) the proposed Annual Work Plan of the Audit Committee for fiscal year 25/26. Resolutions: The Board Members analyzed the agenda and, unanimously and without any reservations, resolved to:approve, on the recommendation of the Audit Committee and the independent auditors, the Annual Management Report and the individual and consolidated financial statements for the fiscal year ended June 30, 2025, for submission to the General Shareholders' Meeting;
approve, ad referendum of the General Shareholders' Meeting, the proposal for the allocation of net income and the distribution of dividends for the fiscal year ended June 30, 2025, in the aggregate amount of BRL 75,000,000.00 (seventy-five million reais), equivalent to BRL 0,752900 per outstanding common share, net of treasury shares, covering both mandatory and additional dividends, pursuant to the proposal attached hereto as Schedule I;
authorize the contribution of BRL 400,000.00 (four hundred thousand reais) to Instituto BrasilAgro for fiscal year 2026, in strict compliance with the Company's Donations and Sponsorships Policy;
approve, subject to the favorable recommendation of the Audit Committee, the Internal Audit Annual Work Plan for fiscal year 25/26, commencing on June 30, 2025, duly filed at the Company's headquarters; and
approve the Audit Committee Annual Work Plan for fiscal year 25/26, duly filed at the
Company's headquarters.
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, Saul Zang, 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, September 2th, 2025.
André GuillaumonSecretary
BRASILAGRO - COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLASCorporate Taxpayer's ID (CNPJ/MF): 07.628.528/0001-59 Company Register Identification Number (NIRE): 35.300.326.237 Publicly Held Company
SCHEDULE I EXTRACT FROM THE MINUTES OF THE BOARD OF DIRECTORS' MEETING HELD ON SEPTEMBER 2th, 2025 MANAGEMENT PROPOSAL FOR THE ALLOCATION OF NET INCOME FOR THE FISCAL YEAR ENDED JUNE 30, 2025, AND FOR DIVIDEND DISTRIBUTIONDear Shareholders,
In accordance with Article 36 of the Company's Bylaws and Article 192 of the Brazilian Corporate Law (Lei das S.A.), we hereby submit for your consideration at the Annual General Meeting the proposal for the allocation of net income of BrasilAgro - Companhia Brasileira de Propriedades Agrícolas for the fiscal year ended June 30, 2025, and the corresponding proposal for the distribution of dividends, as approved by the Board of Directors at a meeting held on this date, as follows:
06/30/2025 | 06/30/2024 | ||
Net income for the fiscal year | 138,019 | 226,867 | |
(-) Allocation to legal reserve (5% of net income) | (6,901) | (11,343) | |
Adjusted net income | 131,118 | 215,523 | |
(-) Mandatory minimum dividends - 25% of adjusted net income | (32,780) | (53,880) | |
(-) Proposed additional dividends | (42,220) | (101,119) | |
Proposed dividends on income | (75,000) | (155,000) | |
(-) Proposed additional dividends from the profit reserve | - | - | |
Total dividends | (75,000) | (155,000) | |
Allocation to investment and expansion reserve | 56,118 | 60,523 | |
Total shares of fully paid-in capital (in thousands) | 102,683 | 102,683 | |
(-) Treasury shares (in thousands) | (3,068) | (3,067) | |
(=) Shares in the market (in thousands) | 99,615 | 99,615 | |
Dividend per share (BRL) | 0,752900 | 1.555983 | |
1. LEGAL RESERVE |
In accordance with Article 193 of the Brazilian Corporate Law (Lei das S.A.), 5% of the net income, in the amount of BRL 6,901 million, will be allocated to the creation of the Legal Reserve.
2. DIVIDENDSIn accordance with Article 37 of the Company's Bylaws and Articles 201 and 202 of the Brazilian Corporate Law (Lei das S.A.), dividends in the total amount of BRL 75 million will be paid to the shareholders holding common shares issued by the Company, corresponding, as of June 30,
2025, to BRL 0,752900 per share. The payment of dividends must be made within 30 days from the date of their declaration at the Annual General Meeting. Dividends will be paid to those holding shares in the Company at the close of business on the date the Annual General Meeting, which approves the financial statements for the fiscal year ended June 30, 2025, is held. From the following day, the Company's shares will be traded "ex-dividends."
Considering that the Company achieved BRL 138.019 million in net income for the 2024/2025 fiscal year, for the purposes of dividend payment, after deducting 5% for the legal reserve referred to in item "1" above, 54% of the fiscal year's income will be used, in the form of mandatory dividends (BRL 32,780 million) and additional dividends (BRL 42,220 million), in accordance with Article 35 of the Company's Bylaws.
We also inform you that the allocations proposed herein are reflected in the Financial Statements for the fiscal year ended June 30, 2025, approved on this date.
Thus, we submit for the consideration of the Shareholders, at the Annual General Meeting, the above proposal for the allocation of results and distribution of dividends.
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