Brasilagro Cia Brasileira De Propriedades AgricolasBMFBOVESPA: AGRO3

Minutes of the Board of Directors Meeting held on September 16, 2025

· Issued by Brasilagro Cia Brasileira De Propriedades Agricolas
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 SEPTEMBER 16, 2025 Date, Time, and Place: On September 16, 2025, at 4:00 p.m., in a hybrid format, at the offices of BrasilAgro - Companhia Brasileira de Propriedades Agrícolas, located in the Municipality of São Paulo, State of São Paulo, at Avenida Rebouças, No. 2,942, 6th floor, ZIP Code 05.402-500 ("Company" or "BrasilAgro"). Call Notice: The meeting was duly convened pursuant to Article 20, paragraph 1, of the Bylaws and

Article 4.3.1 of the Internal Rules of the Company's Board of Directors.

Attendance: All members of the Company's Board of Directors were present, namely: Eduardo Sergio Elsztain, Alejandro Gustavo Elsztain, Saul Zang, Alejandro Gustavo Casaretto, Matias Ivan Gaivironsky, Efraim Horn, Eliane Aleixo Lustosa de Andrade, Isaac Selim Sutton and Isabella Saboya de Albuquerque ("Directors"). It is hereby recorded that Directors participated both remotely and in person, as permitted under Article 16, sole paragraph, and Article 20, caput, of the Company's Bylaws.. Chair: Chairman: Eduardo S. Elsztain; Secretary: André Guillaumon. Agenda: To examine, discuss and resolve upon: (i) the proposal for setting the overall compensation of the officers for the fiscal year 2025/2026, commencing on July 1, 2025; (ii) the proposal regarding the number of members to compose the Board of Directors; (iii) the proposal of the management slate for the composition of the Board of Directors; (iv) the proposal regarding the number of members to compose the Fiscal Council; (v) the proposal of the management slate for the composition of the Fiscal Council; (vi) the proposal of the annual compensation of the Fiscal Council; (vii) the proposal to amend Article 6 of the Company's Bylaws; (viii) the full Management Proposal to be submitted to the Shareholders' Meeting; and (ix) the call for the Shareholders' General Meeting. Resolutions: After due analysis and clarifications received, the Directors resolved:
  1. to approve, by majority vote, ad referendum of the General Shareholders' Meeting, the proposal to set the overall compensation of the Company's officers in the amount of BRL 17,896,938.00 (seventeen million, eight hundred ninety-six thousand, nine hundred and thrity-eight reais), based on the favorable opinion of the Compensation Committee, for fiscal year 25/26, commencing on July 1, 2025, including, but not limited to, direct and indirect benefits of any nature and representation allowances, as set forth in Annex I hereto. Dissenting votes are recorded in Annex II hereto;

  2. to approve, by unanimously vote, ad referendum of the General Shareholders' Meeting, the proposal to set 9 regular members and 4 alternate members for the composition of the Board of Directors;

  3. to approve, by unanimously vote, ad referendum of the General Shareholders' Meeting, the

    proposal for the (re)election of the regular and alternate members of the Board of Directors, as

    indicated in the supporting materials, for the composition of a Sole Management Slate, as set forth in Annex III hereto;

    At this act, the candidates for independent directors, namely Eliane Aleixo Lustosa de Andrade, Isabella Saboya de Albuquerque, Isaac Selim Sutton, and João de Almeida Sampaio Filho, as regular members, and Ricardo de Santos Freitas and Janine Meira Souza Koppe Eiriz, as alternate members, submitted their respective statements of independence, for purposes of compliance with the Novo Mercado Rules and Article 6, §§1 and 2, of Annex K to CVM Resolution No. 80/22. The Board of Directors reviewed such candidacies and deemed them to comply with the requirements of the Novo Mercado Rules and with the Company's Policy for the Nomination of Members of the Board of Directors.

  4. to approve, by unanimously vote, ad referendum of the General Shareholders' Meeting, the proposal to set 3 regular members and 3 alternate members for the composition of the Fiscal Council;

  5. to approve, by unanimously vote, ad referendum of the General Shareholders' Meeting, the proposal for the (re)election of the regular and alternate members of the Fiscal Council, for the composition of a Sole Management Slate, as set forth in Annex IV hereto;

  6. to approve, by unanimously vote, ad referendum of the General Shareholders' Meeting, the proposal of the compensation of the members of the Fiscal Council, as set forth in Annex I hereto;

  7. to approve, by unanimously vote, ad referendum of the General Shareholders' Meeting, the proposal to amend Article 6 of the Company's Bylaws to expressly provide for the book-entry shares, pursuant to Annex V hereto;

  8. to approve, by majority vote, the full Management Proposal and submit it to the General

    Shareholders' Meeting;

  9. to call the Company's Annual and Extraordinary General Shareholders' Meeting to be held on

October 22, 2025, at 12:00 p.m. (Brasília time, GMT-3) ("AGM-EGM").

Closing: There being no further business to discuss, the meeting of the Board of Directors was adjourned, and these minutes were drawn up, read, approved and duly signed by all Directors.

Signatories: Chair: Eduardo S. Elsztain as Chairman; and André Guillaumon as Secretary; Members of the Board of Directors: Eduardo S. Elsztain, Alejandro G. Elsztain, Saul Zang, Alejandro Gustavo Casaretto, Matias Ivan Gaivironsky, Efraim Horn, Eliane Aleixo Lustosa de Andrade, Isabella Saboya de Albuquerque and Isaac Selim Sutton..

São Paulo, September 16, 2025.

André Guillaumon

Secretary

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 SEPTEMBER 16, 2025 PROPOSAL FOR THE GLOBAL LIMIT ON THE REMUNERATION OF THE MANAGEMENT OF BRASILAGRO FOR THE 25/26 FISCAL YEAR Board of Directors Statutory Executive Officers Fiscal Council Total

Number of Members

9

2

3

11

Fixed Compensation

9,611,033

3,899,943

386,987

13,510,976

- Salary or Pro-labore

6,262,042

3,340,442

386,987

9,602,484

-

3,282,181

-

559,501

-

-

-

4,385,962

* . * . *

- 3,065,838

  • Compensation for Participation in Committees

  • Direct and Indirect Benefits

3,348,991

-

-

559,501

- Social Security Contributions (INSS)

-

-

Variable Compensation

-

4,385,962

- Bonus

-

3,065,838

- Share-based Compensation

-

1,320,124

Total Compensation

9,611,033

8,285,905

- 1,320,124

386,987 17,896,938 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 SEPTEMBER 16, 2025 SEPARATE VOTE OF DIRECTORS ELIANE LUSTOSA AND ISABELLA SABOYA

Regarding the item "Proposal for the Compensation of the Board of Directors for fiscal year 2025/2026," and consistent with the recommendation we have reiterated over the past three years, we hereby cast our dissenting vote, specifically with respect to the proposed compensation for the Board of Directors, based on the following grounds:

Lack of Justification for the Executive Committee: We do not identify any rationale that justifies the maintenance, by the Company, of an advisory body to the Board denominated the "Executive Committee." In light of best corporate governance practices, we understand that the responsibilities currently assigned to this committee should fall directly and exclusively within the remit of the Board of Directors.

Disproportionate Compensation: Even if the Board deems it appropriate to have consultative support on certain matters, we find no justification for the proposed compensation of the Executive Committee, particularly when compared to that of other committees with equally relevant functions, such as the Investment and Strategy Committees.

Market References: Compensation surveys conducted by specialized consulting firms indicate that, with the exception of the Audit Committee-due to its heightened responsibility and workload-advisory committees should be remunerated equivalently within the same organization.

Comparative Market Data: A recent survey conducted by Vila Nova Partners (June 2025) shows that, among companies listed on the B3 index, the Chairman of the Board receives, on average,

4.0 times the amount paid to other board members, with a median of approximately BRL 2 million. In the case of the proposal presented by BrasilAgro, the Chairman would receive 5.9 times the average compensation of the other members, disregarding the members of the Executive Committee.

Furthermore, according to a Korn Ferry study commissioned by the Company itself, the benchmark for Board Chairmen at the P50 range is BRL 1.4 million per year, rising to BRL 2.4 million at the P75 range. The current proposal for the Chairman of BrasilAgro's Board, however, provides for BRL 3 million, which is 114% above the median (P50) and 25% above the P75 reference.

Comparison with Industry Peers - SLC Agrícola: With a market capitalization of BRL 7.5 billion, approximately 3.7 times greater than BrasilAgro's, SLC Agrícola reported, in 2024, total compensation of BRL 4.1 million for 6 directors. The highest individual compensation, presumably for the Chairman of the Board, was BRL 696,000. The total compensation for the other members amounted to BRL 3.4 million. By comparison, the compensation of BrasilAgro's directors

(excluding the Chairman) is 75% higher than that of SLC Agrícola. Notably, in the latter, the Chairman receives 1.1 times the average compensation of other directors; in BrasilAgro, this ratio reaches 6.5 times.

  • 3Tentos: A company with a market capitalization 3.5 times larger than BrasilAgro's reported, in 2024, total compensation of BRL 2.3 million for 6 directors, with BRL 439,000 allocated to the Chairman of the Board-1.2 times the average of the other members. In BrasilAgro, again, the ratio is 6.5 times.

Acknowledgment and Need for Adjustments - Directors' Experience: With over a decade of experience serving on boards of companies with diverse profiles, we acknowledge that each organization has its own structure, tailored to its business model and stage of development. Nonetheless, the data presented herein serve as an objective benchmark ("sanity check") and demonstrate that the compensation proposed by BrasilAgro is significantly misaligned, and without plausible justification, when compared to practices adopted by its market peers. We recognize the relevant contributions of the Executive Committee to the Company's business model. However, we believe there are no grounds for maintaining compensation for this committee at such elevated levels, particularly in light of the comparative analysis presented.

In light of the foregoing, we believe that the best interests of the Company lie in adjusting its compensation policy to align with best governance practices, in a clear, objective, and consistent manner, free from exceptions that compromise its coherence.

We request that this separate vote be duly recorded in the minutes of the meeting of the Board of Directors held on September 16, 2025.

* . * . *

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