FORM
6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN
PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
dated September 17, 2020
BRASILAGRO
– COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS
(Exact Name as Specified in its Charter)
BrasilAgro –
Brazilian Agricultural Real Estate Company
(Translation of
Registrant’s Name)
1309 Av. Brigadeiro
Faria Lima, 5th floor, São Paulo, São Paulo 01452-002, Brazil
(Address of principal
executive offices)
Gustavo Javier
Lopez,
Administrative
Officer and Investor Relations Officer,
Tel. +55 11 3035
5350, Fax +55 11 3035 5366, ri@brasil-agro.com
1309 Av. Brigadeiro
Faria Lima, 5th floor
São Paulo,
São Paulo 01452-002, Brazil
(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Indicate by check
mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1):
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7):
Indicate by check
mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
☐ No ☒
If “Yes”
is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
Table of Contents
2
Message from Management
São Paulo, September 16th, 2020.
Dear Shareholders,
In the light of the Call Notice published
on September 16th, 2020, in reference to the Annual Shareholders’ Meeting (“ASM” or “Meeting”),
we would like to underscore the importance of your participation in said meeting, to be held using an online-only format, on October
16, 2020, at 3 p.m., on first notice, in order to resolve on the following Agenda:
1.1. To examine the management accounts,
analyze, discuss and, when applicable, vote on the Management’s Annual Report and the Company’s Financial Statements,
including the Independent Auditors’ opinion and the Fiscal Council Report, relating to the fiscal year ended on June 30,
2020.
1.2. To resolve on the allocation of the
net profits reported for the fiscal year ended on June 30, 2020, and the consequent distribution of dividends.
1.3. To establish the Company’s management
annual global compensation limit for the fiscal year initiated on July 1, 2020.
1.4. To resolve on the election of the sitting
members and the alternate members of the Company´s Fiscal Council, as well as to establish the global annual compensation
of the elected members that, pursuant to the third paragraph of Article 162 of the Corporations Act, shall not be less, for each
member, than ten percent (10%) of the average compensation assigned to the Company’s executive officers.
We request that the shareholders should carefully
read the documents related to the Meeting, available on the websites of the Company (www.brasil-agro.com),
B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br) and the Brazilian Securities and
Exchange Commission – CVM (www.cvm.gov.br).
3
If you have any questions or concerns, please
contact the Investor Relations Department by phone (55-11) 3035-5374 or by e-mail ri@brasil-agro.com.
André Guillaumon
Chief Executive Officer
|
Gustavo Javier Lopez
Administrative and Investor Relations Officer
|
Eduardo S. Elsztain
Chairman of the Board of Directors
|
4
Guidelines on Participation
in the Annual Shareholders’ Meeting
Shareholders’ participation in the
Company’s ASM is of utmost importance.
The holding of the ASM, on first notice,
will require the presence of at least one quarter (1/4) of the Company’s capital stock.
If this quorum is not reached, the Company
will publish a new Call Notice announcing a new date for holding the Meeting on a second call, which may take place in the presence
of any number of shareholders.
Considering the online-only format which
will be used in the Meeting, the shareholders’ participation, or their legal representatives participation will be: (a) through
digital platform, for those who present their documents and a request to participate according to the orientation provided on the
Call Notice; or (b) by filling and sending the Remote Voting Card, under the terms of CVM Instruction 481.
1. Documents
Pursuant to article 5 of ICVM 481, as amended
by ICVM 622, in order to participate online in the Meeting using the “Zoom” electronic platform, shareholders, their
representative or attorneys-in-fact shall send an email to the Company at (ri@brasil-agro.com) requesting to attend the Meeting
up to 48h prior to the Meeting (i.e., October 14, 2020 at 3 p.m BRT).
The request to participate shall be
accompanied by: (i) a document identifying the shareholder, their legal representative or appointed proxy, (ii) the Meeting participant’s
telephone number; and (iii) email address to where the Company will send the link to access the Meeting. Additionally, the documentation
described below shall be sent:
5
1.1. For individuals
(a) photo ID;
(b) if represented by proxy, the power of
attorney granting special powers;
(c) if applicable, a photo ID of the proxy;
(d) evidence of its capacity as shareholder
of the Company, issued within the last 5 (five) days by the financial institution responsible for the bookkeeping of the shares
(Itaú Corretora de Valores S.A.).
1.2. For legal entities
(a) the most recent restated Bylaws or Articles
of Incorporation;
(b) corporate documents proving powers of
representation;
(c) photo ID of the legal representative(s);
(d) if represented by proxy, the power of
attorney granting special powers;
(e) if applicable, a photo ID of the proxy;
(f) evidence of its capacity as shareholder
of the Company, issued within the last 5 (five) days by the financial institution responsible for the bookkeeping of the shares
(Itaú Corretora de Valores S.A.).
1.3. For investment funds
(a) the most recent restated fund regulations;
(b) the most recent restated Bylaws or Articles
of Incorporation of the portfolio manager or administrator, subject to the fund’s voting policy;
(c) corporate documents proving powers of
representation;
(d) photo ID of the portfolio manager’s
or administrator’s legal representative(s);
(e) if represented by proxy, the power of
attorney granting special powers;
(f) if applicable, a photo ID of the proxy;
6
(g) evidence of its capacity as shareholder
of the Company, issued within the last 5 (five) days by the financial institution responsible for the bookkeeping of the shares
(Itaú Corretora de Valores S.A.).
The Company notes that, in relation to the
documents above, in light of the current restrictions imposed or recommended due to the COVID-19 pandemic, on a strictly exceptional
basis, (i) it will not require a sworn translation of documents originally issued in Portuguese, English or Spanish, or which are
accompanied by the relevant translation into these languages, and (ii) it will accept those documents without signature notarization
or authentication of copies, and each shareholder shall be responsible for the accuracy and integrity of any such documents presented,
except for participation by Remote Voting Form sent directly to the Company by the shareholder.
2. Participation through digital platform
The digital platform provided by the Company
for access and participation in the ASM will be the Zoom virtual meeting application. Further information on the features of this
platform can be found at: https://zoom.us.
Shareholders who choose to attend the ASM
through digital platform should send their request to participate, according with the instructions provided on item 1 above, to
the following email address: ri@brasil-agro.com. The shareholders shall send to the Company,
through the above mentioned e-mail, scanned copies of the documents listed on item 1 above, at least 48 hours (forty-eight hours)
prior the date and time of the meeting - that is, by 3:00 pm on October 14, 2020.
After receiving the documents as indicated
above together with the necessary documentation to participate in the Meeting, accordingly with the terms and conditions previously
stated on this document, the Company will send to the e-mail address stated on the request to participate the detailed instructions
for the participant to access, together with the on-line address (link) for the Meeting.
The Company recommends to the shareholders
who wish to participate in the ASM by virtual means to familiarize themselves in advance with the use of the Zoom platform, as
well as ensure the compatibility of their respective electronic devices for the use of the platform (by video and audio).
7
In addition, the Company requests such shareholders
to access the Zoom platform at least 30 (thirty) minutes prior to the scheduled time of the ASM in order to allow the validation
of the access of all accredited shareholders/participants.
Through the Zoom platform, the accredited
shareholders will be able discuss and vote on the agenda items, having access with video and audio to the virtual room where the
ASM will take place.
The Company shall not be responsible for
any operational or connection problems that the shareholder may encounter, as well as for any other issues beyond the Company's
control that may hinder or make it impossible for the shareholder to participate in the ASM by electronic means.
Should the shareholder who has duly requested
his/her participation by electronic means not receive the e-mail with instructions for access to the digital platform by 4:00 p.m.
on October 15, 2020, he/she shall contact the Company by telephone at +55 (11) 3035-5374, by no later than 10:00 a.m. on October
16, 2020, in order to have his/her respective instructions for access sent back (or provided by telephone).
3. By proxy
Pursuant to Article 126, of LSA, the shareholders
may be represented by a proxy constituted less than a year ago, which is a shareholder, an officer of the Company, a legal representative
or a financial institution, and the investment fund manager shall represent his members, pursuant Article 126, of LSA, and paragraph
1º. Legal entities shareholders may be represented in accordance with their bylaws/social agreements.
The documents to be presented for participation
in the Company’s Meeting will be the same as those required for the person participation mentioned above and, according to
the representation, whether of individual, legal entity or investment funds.
8
4. Remote Voting Form
For this Meeting, the Company will provide
the remote voting system established by article 21-A of CVM Instruction 481. In this context, shareholders may send their voting
instructions on the agenda of the Meeting as from the present date:
(i) by instructing their custody agent providing
this service on the completion of the remote voting form, in the case of shareholders with shares deposited with a central securities
depository; or
(ii) by instructing the bookkeeping agent
of the Company, Itaú Corretora de Valores, in the case of shareholders with shares deposited with the bookkeeping agent;
or
(iii) by completing the Meeting remote voting
form and sending it directly to the Company, in accordance with the form made available at CVM, B3 and the Company’s (www.brasil-agro.com)
websites.
In the case of divergence between any remote
voting form directly received by the Company and the voting instructions contained in the full list of votes sent by the bookkeeping
agent for the same CPF or CNPJ tax registration number, the voting instructions contained in the bookkeeping agent’s voting
list will prevail, and the remote voting form directly received by the Company will be disregarded.
During the voting period, shareholders may
change their voting instructions as many times as they deem necessary, and the last voting instruction received will be acted on
by the Company.
Once the voting period is closed, shareholders
may no longer change the voting instructions already sent. If a shareholder considers that a change is necessary, such shareholder
must attend the Shareholders’ Meeting through digital platform, bearing the documents required in items 1 and 2 above, and
ask for the voting instructions sent via distance voting form to be disregarded.
9
4.1. Exercise of remote vote sent through
service providers
Shareholders who opt to exercise their remote
voting rights through service providers must transmit voting instructions to their custody agent or the Company’s bookkeeping
agent, in accordance with the rules established by the latter. Shareholders must therefore contact their custody agents or the
bookkeeping agent to verify the procedures established by the latter for the issue of voting instructions via remote voting form,
and the documents and information required by the custody agents for the purpose.
Custody agents will forward the shareholder’s
vote received to B3 Central Securities Depository, which, in turn, will create a voting list to be sent to the Company’s
bookkeeping agent.
Under the terms of CVM Instruction No. 481
shareholders must transmit the remote voting form filled as instructed to their custody agents or to the bookkeeping agent to be
received by October 10, 2020, unless a different deadline is established by the custody agents.
It is worth noting that, as determined by
CVM Instruction 481, B3 Central Securities Depository, when receiving shareholders’ voting instructions through their custody
agents, will disregard any divergent instructions on the same resolution that have been issued by the same CPF or CNPJ tax registration
number. Additionally, the bookkeeping agent, also in line with CVM Instruction No. 481, will disregard any divergent instructions
on the same resolution that have been issued by the same CPF or CNPJ tax registration number.
10
4.2. Remote voting forms sent by the shareholder
directly to the Company
Shareholders who opt to exercise their voting
right remotely may alternatively do so directly to the Company and, in this case, should forward the following documents to Avenida
Brigadeiro Faria Lima, 1.309, 5º andar, Jardim Paulistano, CEP: 01452-002, São Paulo/SP – Brazil, for the attention
of the Investor Relations Office:
(a) a physical copy of Remote Voting Form,
duly completed, initialed and signed; and
(b) a certified copy of the documents required
in item 1 above.
Shareholders may also, if they prefer, send
scanned copies of the documents referred to in (a) and (b) above via e-mail to ri@brasil-agro.com,
in which case they must also send the original remote voting form(s) and certified copies of the other documents required to be
received by October 10, 2020 at Avenida Brigadeiro Faria Lima, 1.309, 5º andar, Jardim Paulistano, CEP: 01452-002, São
Paulo/SP – Brazil, with attention to the Investor Relations Office. Once the documents referred to in (a) and (b) above are
received, the Company will notify the shareholder of the receipt of such documents and of their acceptance or refusal, under the
terms of CVM Instruction 481.
If any remote voting form sent directly to
the Company is not fully completed or accompanied by the supporting documents described in item (b) above, it will be disregarded,
and the shareholder will be notified at the electronic address indicated in item 3 of the distance voting form.
The documents referred to in (a) and (b)
above must be filed with the Company by October 10, 2020. Any distance voting forms received by the Company after this date will
be disregarded.
11
Management Proposal
We hereby provide you with following additional
and clarificatory information regarding the matters on the agendas for the Meeting to be held on October 16th, 2020, as follows:
1.1. Financial Statements
The Management of BrasilAgro recommends that
you vote in favor of approving the Management Report and the Financial Statements along with the independent auditors’ and
the Fiscal Council’s reports for the year ended June 30, 2020, which are available on the websites of the Company (www.brasil-agro.com),
B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br) and the Brazilian Securities and
Exchange Commission – CVM (www.cvm.gov.br).
For more information, see Annex I - Management
Comments on the Company’s Financial Position, pursuant to item 10 of the Reference Form.
1.2. Allocation of the financial result
for the fiscal year ended June 30, 2020.
The Management of BrasilAgro recommends that
you vote to approve the proposal to allocate the net income booked for the fiscal year ended June 30, 2020, as follows:
|
R$
|
Net Income for the Year
|
119,554,066.68
|
(-) Legal Reserve (5%)
|
(5,977,703.33)
|
Adjusted Net Income
|
113,576,363.35
|
(-) Compulsory Dividends - 25% of the adjusted net income
|
(28,394,090.84)
|
(-) Proposed Additional Dividends
|
(13,605,909.16)
|
Proposed Dividends
|
(42,000,000.00)
|
Reserve for Investment and Expansion
|
71,576,363.35
|
12
LEGAL RESERVE: Pursuant to article
193 of Law 6,404/76, five per cent (5%) of Net Income, in the amount of R$ 5,977,703.33 shall be allocated to the constitution
of Legal Reserve.
DIVIDENDS: Pursuant to article 35
of the Company’s Bylaws and to Article 202 of Law 6,404/76, the shareholders holding common shares issued by the Company,
shall be paid dividends in the total amount of R$ 42,000,000.00, corresponding to R$ 0.707756051 per share, excluding treasury
shares, on 06.30.2020. The payment of dividends shall be carried out in up to 30 days counted as of the date of their statement.
The dividends shall be paid to those holding shareholding position at the Company at the end of the date on which the Annual Shareholders'
Meeting approving the financial statements for the fiscal year ended on 06.30.2020 is held, it being understood that, as of the
following day, the Company’s shares shall be traded “ex” dividends.
RESERVE FOR INVESTMENT AND EXPANSION:
The outstanding balance of the Adjusted Net Income, pursuant to article 35, subparagraph (c), of the Company’s By Laws, in
the amount of R$ 71,576,363.35, shall be allocated to the Reserve for Investment and Expansion, whose purpose is the carrying out
of investments for development of the Company’s activities, investments in properties and in the acquisition of new properties
aiming at the expansion of the Company’s activities, in addition to investments in infrastructure for expansion of the Company’s
production capacity. The Reserve for Investment and Expansion may be used to back the acquisition by the Company the shares of
its own issuance, subject to the terms and conditions of the repurchase program of shares approved by the Board of Directors.
We would also like to mention that the currently
proposed allocation is clearly reflected in the Financial Statements drafted by the Company’s management, which have already
been widely disclosed as required by applicable legislation.
For more information, see Annex II - Information
pointed out in annex 9-1-II to CVM Instruction 481.
13
1.3. Management’s Compensation
The Management of BrasilAgro recommends that
the annual global compensation of the Company’s managers for the fiscal year started on July 1, 2020, is established at up
to R$ 14,081,850.00, including all benefits and any amounts for representation, with Board of Directors having authority to subsequently
set the individual amounts to be paid to each director, taking into consideration their duties, abilities, professional reputation
and the market value of their services. The annual global compensation proposed for the 20/21 fiscal year, as approved by BrasilAgro’s
Management, corresponds to the annual global compensation approved on the last fiscal year adjusted by the period inflation rate,
that is, 4.31%.
For more information, see Annex III - Information
pointed out in item 13 of the Reference Form, due to the proposal on the determination of the Company’s management compensation.
1.4. Reelection of the sitting members
and alternate members of the Company's Fiscal Council, as well as the annual global compensation of the elected members
The Management of BrasilAgro recommends that
its shareholders vote in favor of the re-election of Messrs Fabiano Nunes Ferrari, Ivan Luvisotto Alexandre and Débora de
Souza Morsch for the positions of sitting members of the Fiscal Council, as well as Marcos Paulo Passoni as an alternate member
to Mr. Ivan Luvisotto Alexandre. The Management of BrasilAgro also recommends that its shareholders vote in favor of election of
Mr. Mauricio Bispo de Souza Dantonio as an alternate member to Mr. Fabiano Nunes Ferrari and Mr. Ruan Pires as an alternate member
to Mrs. Débora de Souza Morsch, for unified mandates that shall end at the Annual Shareholders’ Meeting that approves
the financial statements related to the fiscal year ending June 30, 2021. The Management of BrasilAgro further recommends that
the compensation of the sitting members of the Fiscal Council of the Company is equivalent to ten percent (10%) of that which,
on average, is ascribed to each director, not including benefits, representation fees and profit sharing, besides mandatory reimbursement
of travel and accommodation expenses required for the performance of their duties, as set forth in Law 6,404/76.
14
For more information, see Annex IV - Information
indicated in items 12.5 to 12.10 of the Reference Form, for the candidates here indicated.
The Meeting Call Notice in reference to the
Meeting to be held on October 16th, 2020, can also be viewed on the websites of the Company (www.brasil-agro.com),
B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br)
and the Brazilian Securities and Exchange Commission – CVM (www.cvm.gov.br).
15
Additional Documents
We present below the supplementary documents
for the analysis of matters included in the agenda of the Meeting to be held on October 16th, 2020.
Annex I – Management Comments
on the Company’s Financial Position, pursuant to item 10 of the Reference Form.
Annex II – Information pointed
out in annex 9-1-II to CVM Instruction 481, due to the proposal on the allocation of net income for the year ended June 30, 2020
and the distribution of dividends.
Annex III – Information pointed
out in item 13 of the Reference Form, due to the proposal on the determination of the Company’s management compensation.
Anexo IV – Information indicated
in items 12.5 to 12.10 of the Reference Form, due to the proposal on the election of (sitting and alternates) members of the Fiscal
Council (Audit Board) of the Company, as of the CVM instruction number 481 of December 17, 2009, article 10, item I, for the candidates
here indicated.
The Standardized Financial Statements is
available at the Company’s website (www.brasil-agro.com), B3 S.A. – Brasil,
Bolsa, Balcão (www.b3.com.br) and at CVM website (www.cvm.gov.br),
comprising:
|
•
|
Independent Auditors’ Report
|
16
Annex I
Management Comments on the Company’s
Financial Position, pursuant to item 10 of the Reference Form.
10.1 – Management Comments
The assessments and opinions included herein
reflect the view and perception of our Officers regarding our activities, business and performance. The amounts stated in this
section 10.1 derive from our consolidated financial statements for the years ended June 30, 2020, 2019 and 2018.
a. General financial and equity conditions
Balance Sheet
(R$ thousand)
|
2020
|
2019
|
2018
|
AH
2020/2019
(%)
|
AH
2019/2018
(%)
|
Current assets
|
642,464
|
440,827
|
372,279
|
45.7%
|
18.4%
|
Non-current assets
|
1,401,904
|
916,787
|
807,320
|
52.9%
|
13.6%
|
Current liabilities
|
400,092
|
226,618
|
203,153
|
76.5%
|
11.6%
|
Non-current liabilities
|
522,707
|
250,463
|
220,582
|
108.7%
|
13.5%
|
Equity
|
1,121,569
|
880,533
|
755,864
|
27.4%
|
16.5%
|
The Company has been increasing its shareholders’
equity in recent years. This reflects its commitment to delivering value to our investors. Management’s main comments regarding
the items that they deem to be the most relevant in the Balance Sheet are listed below:
Cash and Cash Equivalents
The Company ended the year 2020 with a cash
position of R$176.1 million, which is a 47.0% increase against June 30, 2019. This increase is largely due to the sound agricultural
operating performance, the increased planted area and the volume of sales.
Inventory
The Company ended the 2019/2020 crop with
an inventory of 48.2 thousand tons of soy, 79.9 thousand tons of corn, 1.1 thousand tons of cotton, 2.5 thousand tons of beans
and 15.1 thousand head of cattle. At the end of the 2018/2019 crop, the inventory was 54.8 thousand tons of soy, 32.8 thousand
tons of corn, 1.6 thousand tons of cotton and 20.9 thousand head of cattle.
Investment Properties
The Company’s business strategy is
based on the acquisition, development, exploitation and sale of rural properties suitable for agricultural use. The Company acquires
rural properties that it believes have significant potential for generating value by means of the transformation of assets and
the development of profitable agricultural activities.
17
Starting off from the acquisition of our
rural properties, we seek to implement crops with higher added value and to transform these rural properties with investments in
infrastructure and technology. According to our strategy, when we believe that the value of the rural properties provides us with
the expected return, we will sell them in order to realize capital gains.
The rural properties purchased by the Company
are stated at cost of acquisition, which does not exceed their net realizable value, and are being shown under “Non-current
assets”.
Investment properties are valued at their
historical cost, together with the investment in buildings, improvements and area opening, minus accumulated depreciation using
the same criteria as that described for property and equipment.
As at June 30, 2020, we recorded R$29.7
million in works in progress, which refer to opening of areas not yet completed and other investments in the Company’s farms.
Capex - Property and Equipment
In 2020, the Company’s Property and
Equipment totaled R$115.9 million, against R$107.9 million reported in 2019 and R$84.8 million posted in 2018, demonstrating the
Company’s consistent investment in increasing the value of its portfolio.
Depreciation – Area Opening
In 2020 we recorded area opening depreciation
of R$8.3 million, against R$6.5 million and R$14.3 million in 2019 and 2018, respectively. The increase in the amounts between
2019 and 2020 is due to the increase in the open area being depreciated. The decrease between the values amounts for 2018 and 2019
reflects the adjustment in the annual depreciation rate realized between the periods.
b. Capital structure:
Management believes that our capital structure
is adequate to meet our needs, as our shareholders’ equity was R$1,121.6 million as at June 30, 2020, R$880.5 million as
at June 30, 2019 and R$755.9 million as at June 30, 2018.
As at June 30, 2020, our capital structure
was basically made up of loans and financing from development banks, debentures and immediately redeemable financial investments,
maintaining a very similar capital structure to that seen in the years ended June 30, 2019 and 2018.
The table below shows the change in our
capital structure, breaking it down into two fundamental elements: third party capital and equity, in order to demonstrate our
Company’s main source of capital.
(R$ thousand)
|
06/30/2020
|
06/30/2019
|
06/30/2018
|
Third party capital
(Current and long-term liabilities)
|
922,799
|
477,081
|
423,735
|
Own Capital
(Net equity)
|
1,121,569
|
880,533
|
755,864
|
Total Capital
|
2,044,368
|
1,357,614
|
1,179,599
|
Third party capital / Total capital
|
45%
|
35%
|
36%
|
Own capital / Total capital
|
55%
|
65%
|
64%
|
18
c. Payment capacity in relation to financial
commitments assumed
Management believes that we have the capacity
to pay our financial commitments for the next 12 months. We are in a comfortable position regarding our sources of financing for
working capital and investments for expansion, mainly bearing in mind our ability to generate cash, the possibility of further
funding from third parties and the profile of our financial indebtedness.
Our position in terms of cash and cash equivalents
and immediately redeemable financial investments as at June 30, 2020 was R$171.0 million against R$110.7 million and R$115.5 million
in the years ended June 30, 2019 and 2018, respectively. On the same dates, our short and long-term loans and financing totaled
R$514.1 million, R$285.9 million and R$255.8 million, respectively. The increase between 2019 and 2020 reflects the merger of Agrifirma,
which was concluded in January 2020.
d. Financing sources for working capital
and for investments in non-current assets used
Our source of working capital fundamentally
comes from our own cash generation and to a less extent from the raising of third-party funds.
With regard to the financing of investments
in non-current assets, Management used the best options for analyzing the feasibility between raising funds from third parties
or using equity. The metric used for decision making involves the correlation between market rates and return on equity.
e. Financing sources for working capital
and for investments in non-current assets that the issuer intends to use to cover shortfalls in liquidity
Management believes that our cash generation
is sufficient to meet our short-term obligations and we intend to maintain our debt profile with preference for short and long-term
financing with development banks and/or government development agencies, which offer more attractive costs than those charged by
the market, as we did in the years ended June 30, 2020, 2019 and 2018.
If it is necessary, we can undertake other
financial transactions with the market’s main financial institutions to reinforce our cash position.
19
f. Levels of indebtedness and the characteristics
of said debts
i. material loan and financing agreements
The table below shows the position of our
short and long-term loans and financing in the years ended June 30, 2020, 2019 and 2018.
Loans and Financing (R$ thousands)
|
Maturity
|
Annual rate of interest and charges - %
06/30/2020
|
06/30/2020
|
06/30/2019
|
06/30/2018
|
|
|
|
|
|
|
Short Term
|
|
|
|
|
|
|
|
|
|
|
|
Financing of Agricultural Funding
|
Oct-20
|
Pre-fixed 1.80 + CDI at 100
|
13,334
|
38,588
|
31,847
|
Financing of Agricultural Funding (Guarani)
|
Jan-21
|
Pre-fixed 7.00 to 8.50
|
36,049
|
18,364
|
11,486
|
Project Bahia Financing
|
Sep-20
|
Pre-fixed 6.50 and 7.50
|
231
|
6,243
|
3,131
|
Working Capital
|
Jan-21
|
Pre-fixed 2.00 + 100 of the CDI
|
77,516
|
-
|
-
|
Financing of Machinery and Equipment
|
Sep-20
|
Pre-fixed 7.22
|
230
|
1,431
|
630
|
Sugarcane Financing
|
Aug-20
|
Pre-fixed 6.14 to 6.76
|
41,469
|
1,401
|
21,318
|
Debentures
|
Jul-20
|
106.50 and 110.00 of the CDI
|
48,445
|
10,581
|
-
|
|
|
|
217,274
|
76,608
|
68,412
|
|
|
|
|
|
|
Long Term
|
|
|
|
|
|
Financing of Agricultural Funding
|
Aug-24
|
Pre-fixed 7.64
|
156,097
|
-
|
-
|
Project Bahia Financing
|
Nov-30
|
Pre-fixed 3.50
|
10,023
|
22,291
|
27,146
|
Financing of Machinery and Equipment
|
Jun-24
|
LTIR + 3.73
Pre-fixed 8.50 to 10.50
|
-
|
4,111
|
5,411
|
Sugarcane Financing
|
Sep-26
|
Pre-fixed 6.14 to 6.76
|
31,821
|
42,081
|
13,194
|
Debentures
|
Jul-23
|
106.50 and 110.00 of the CDI
|
98,898
|
140,762
|
141,642
|
|
|
|
296,839
|
209,245
|
187,393
|
Total
|
|
|
514,113
|
285,853
|
255,805
|
20
ii. other long-term relationships with
financial institutions
In the years ended June 30, 2020, 2019 and
2018, we had no long-term relationships with financial institutions other than those already mentioned above.
iii. degree of subordination between
debts
There is no degree of contractual subordination
between our unsecured debts. Collateralized debts enjoy the priorities and prerogatives provided by law.
iv. any restrictions imposed on the issuer,
in particular, in relation to debt limits and contracting of new debts, distribution of dividends, sale of assets, issue of new
securities and disposal of corporate control
Most of our financing is denominated in
Reais and has its own characteristics and conditions defined in agreements with social economic development government banks,
which directly or indirectly transfer said financing. The debentures have restrictive covenants related to the maintenance of certain
financial indicators, based on the ratio of net debt to fair value of investment properties. Failure by the Company to comply with
these indicators during the term of the debentures may result in the early maturity of the debt. As at June 30, 2020 and on June
30, 2019, the Company was in compliance with the restrictive covenants referred to above. The Company’s financing had no
financial covenants as at June 30, 2018, merely operational ones, with which the Company was in compliance.
g. Limits on the use of financing already
contracted and percentages already used
In the years ended June 30, 2020, 2019 and
2018, since all the events provided for in the aforementioned financial schedules occurred, we used 100% of the funds available
in the loans and financing contracted. In relation to the debentures, we have already used 100% of the financed capital.
h. Significant changes in each item of
the financial statements
The summary of our financial statements
for the years ended June 30, 2020, 2019 and 2018 was taken from our financial statements, which were drawn up under our management’s
responsibility, in accordance with the accounting practices adopted in Brazil.
This financial information properly reflects
our operating results and our equity and financial condition in the respective periods and which were audited by the independent
auditors, in accordance with the auditing standards applicable in Brazil.
21
Consolidated Income Statement - comparison
of the years ended June 30, 2020 and 2019
|
Planted Area
(hectare)
|
Productivity
(tons)
|
Revenue
(R$ thousand)
|
|
|
|
2020
|
2019
|
2020
|
2019
|
2020
|
2019
|
|
|
|
|
Grains
|
81,905
|
66,899
|
314,969
|
228,612
|
233,413
|
171,735
|
|
|
Sugarcane
|
29,169
|
31,832
|
2,281,197
|
1,932,235
|
192,942
|
160,476
|
|
|
Cotton
|
1,713
|
1,580
|
8,152
|
4,875
|
13,052
|
-
|
|
|
In the comments below, the percentage changes
were calculated based on the balances expressed in millions of Reais.
Net revenue increased by R$24.0 million,
from R$535.1 million in the year ended June 30, 2019 to R$559.1 million in the year ended June 30, 2020. This increase was mainly
due to the increase in revenue from agricultural operations.
Change in the fair value of biological
assets and agricultural products
The change in the fair value of biological
assets and agricultural products rose from a gain of R$56.7 million in the year ended June 30, 2019 to a gain of R$160.4 million
in the year ended June 30, 2020.
The gain or loss on the variation in the
fair value of biological assets is mainly determined by the difference between the fair value and the costs incurred with the planting
and planting techniques of biological assets up to the time of the valuation, as well as the losses resulting from the harvest
of agricultural products.
22
The agricultural products harvested are
measured at fair value at the point of harvest and take into account the market price at the location of each farm.
The gain or loss on changes in the fair
value of agricultural products is determined by the difference between the amount harvested at market value (net of selling expenses
and taxes) and the production costs incurred (direct and indirect costs, lease and depreciation).
(Impairment) Reversal of provision
for impairment of agricultural products
Impairment of agricultural products after
the harvest went from a loss of R$2.0 million in the year ended June 30, 2019 to a loss of R$4.2 million in the year ended June
30, 2020. These variations result from the difference in the price of the stock of grains from the time of harvest up until the
end of the respective accounting period.
Cost of sales
Cost of sales increased by R$107.0 million,
rising from R$280.1 million in the year ended June 30, 2019, to R$387.1 million in the year ended June 30, 2020, mainly as a result
of:
i. Cost of grains sold: Soybean COGS
increased by R$40.3 million in 2020 against the previous year, rising from R$125.2 million, in relation to the sale of 137.1 thousand
tons at a cost of R$912.91 per ton, to R$165.5 million, in relation to the sale of 166.1 thousand tons at a cost of R$996.18 per
ton. The cost is impacted by the variation in the volume sold, fertilizer prices - affected by freight and the exchange rate -
and by the sales of farms, which reduce cultivation in mature areas in the year and, as a result, cause a drop in average productivity
per hectare in the period.
Corn COGS increased R$16.2 million in 2020
against the previous year, rising from R$11.1 million, which relates to the sale of 21.3 thousand tons at a cost of R$520.21 per
ton, to R$27.3 million, which relates to the sale of 84.7 thousand tons at a cost of R$322.74 per ton. The decrease in the cost
of corn can be attributed to the increase in the volume sold and the resulting dilution of the fixed cost.
ii. Cost of sugar cane sold: Sugar
cane COGS increased by R$9.8 million in 2020 against the previous year, rising from R$123.2 million, in relation to 1.8 million
tons at a cost of R$69.19 per ton, to R$133.0 million, in relation to 2.1 million tons at a cost of R$64.50 per ton of sugarcane.
The decrease in cost per ton is mainly due to improved productivity at Fazenda São José, which resulted in a greater
dilution of the cost.
iii. Cost of sale of cattle: Livestock
COGS increased by R$15.3 in 2020 million against the previous year, up from R$17.1 million, in relation to the cost of selling
8,750 head of cattle, at a cost of R$2.0 thousand a head, to R$32.4 million, in relation to the cost of selling 15,159 head of
cattle, at a cost of R$2.1 thousand a head.
Gross profit
For the above-mentioned reasons, in the
year ended June 30, 2020, our gross profit totaled R$221.4 million, which was R$14.8 million decrease against R$236.2 million for
the year ended June 30, 2019. The change in gross profit is largely attributable to the lower revenue from the sale of farms in
2020 against 2019.
23
Selling expenses
Selling expenses were up R$3.8 million,
from R$10.5 million in the year ended June 30, 2019 to R$14.3 million in the year ended June 30, 2020, mainly on account of the
reversal of the Provision for Doubtful Debt in the period, which was impacted by the merger of Agrifirma.
General and Administrative Expenses
General and administrative expenses increased
by R$5.1 million, rising from R$38.8 million in the year ended June 30, 2019 to R$43.9 million in the year ended June 30, 2020.
(R$ thousand)
|
2020
|
AV 2020
(%)
|
2019
|
AV
2019 (%)
|
AH
2020/2019
(%)
|
General and Admnistrative Expenses
|
(43,890)
|
6.1%
|
(38,812)
|
6.6%
|
13.1%
|
Depreciations and Amortizations
|
(1,512)
|
0.2%
|
(584)
|
0.1%
|
158.9%
|
Personnel Expenses
|
(30,681)
|
4.3%
|
(28,678)
|
4.9%
|
7.0%
|
Expenses wth services providers
|
(5,593)
|
0.8%
|
(3,449)
|
0.6%
|
62.2%
|
Leases and Rents
|
(175)
|
0.0%
|
(803)
|
0.1%
|
-78.2%
|
Other Expenses
|
(5,929)
|
0.8%
|
(5,298)
|
0.9%
|
11.9%
|
The increase in depreciation and the decrease
in expenses for leases and rentals reflect the reclassifications of leases as a result IFRS 16. The increase in Personnel Expenses
is due to the payment of taxes in connection with the Long-Term Stock Incentive Plan that was approved by the Company in 2017.
The increase in the Provision of Services is due to the merger of Agrifirma.
Other expenses refer to spending on telephony,
building maintenance, registry offices, insurance and the listing of shares among others.
Other Net Operating Revenue (Expenses)
- In 2020 other operating revenues and expenses were affected by Agrifirma’s merger, mainly considering the costs entailed
in the operation. As at June 30, R$3.4 million of other expenses were reclassified as cost of goods sold (COGS). We also recognized
R$6.3 million of agricultural insurance compensation, on account of the crop failure in Paraguay.
Equity pickup - we recognized an
expense of R$150.0 thousand in the year ended June 30, 2020.
Financial Income and Expenses - The
consolidated financial result is made up of the following elements: (i) interest on financing, (ii) exchange variation on offshore
account, (iii) present value of receivables from the sale of the Araucária, Alto Taquari and Jatobá farms, fixed
in sacks of soybeans, and sugarcane leases (iv) result of hedge transactions and (v) bank charges and fees and earnings from financial
investments of cash and cash equivalents.
24
The R$37.5 million update in fair value
in 2020 shows the variation in the amount to be received from the sale of the Araucária, Jatobá and Alto Taquari
farms, denominated in sacks of soybeans and the variation in Consecana’s price in the lease of Parceria IV farm.
The result from operations with derivatives
mainly reflects the result of the commodity and dollar hedge transactions, for the purpose of reducing the volatility of the company’s
exposure, given that the company’s revenues, inventory, biological assets and receivables from the sale of farms show a positive
correlation with commodity prices and the price of the dollar. In 2020, the result from derivatives transactions was negative by
R$48.2 million, consisting of a R$68.8 million negative result from currency transactions and a R$20.6 million positive result
for commodities transactions. In 2019, the result from derivatives transactions was R$15.7 million, of which R$10.1 million was
from currency transactions and R$5.6 million from commodities transactions.
Due to the dollar’s high volatility
in 2020, the main cause of which was the Covid-19 pandemic, we had a negative impact on our results from derivatives transactions.
However, to a large extent this impact is offset in cash accounts, as the company’s assets, such as inventories, biological
assets and receivables from the sales of farms, are settled over the following months.
Income tax and social contribution -
we calculated income tax and social contribution of R$14.0 million in the year ended June 30, 2020, against income tax of R$22.7
million for the same period in 2019.
Net profit (loss) for the year -
our profit for the period decreased from R$177.1 million in the year ended June 30, 2019 to R$119.6 million in the year ended
June 30, 2020. This result reflects the strength of our operating income in light of the greater volatility of the real estate
result, even in periods of uncertainty.
25
Consolidated Income Statement – annual comparison between June 30, 2019 and 2018
|
Planted area
(hectare)
|
Productivity
(tons)
|
Revenue
(R$ thousand)
|
|
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
|
|
|
Grains
|
66,899
|
35,207
|
228,612
|
111,123
|
171,735
|
97,179
|
|
|
Sugarcane
|
31,832
|
31,580
|
1,932,235
|
1,812,728
|
160,476
|
138,143
|
|
|
Cotton
|
1,580
|
-
|
4,875
|
-
|
-
|
-
|
|
|
In the comments below, the percentage variations
were computed based on balances expressed in millions of reais.
Net revenue increased by R$238.4 million,
from R$296.7 million in the fiscal year ended June 30, 2018 to R$535.1 million in June 30, 2019. This increase was mainly due to:
i. Revenue
from farm sales: During the period ended June 30, 2019, we had revenue from the sales of farms in the amount of R$177.2 million,
reflecting the sales of the Jatobá and Alto Taquari farms in the states of Bahia and Mato Grosso, respectively; and
ii. Revenue
from sale of soybean: the revenue from sale of soybean increased by R$77.9 million, from R$83.8 million during the fiscal year
ended June 30, 2018 (with sales of 74.3 thousand tons), to R$161.7 million in the fiscal year ended June 30, 2019 (with sales of
137.1 thousand tons). This increase in the revenue from sale of soybean is mainly due to the increase in the volume billed in the
period;
Change in the fair value of biological
assets and agricultural products
The change in the fair value of biological
assets and agricultural products increased from a gain of R$99.1 million in the fiscal year ended June 30, 2018 to a gain of R$56.7
million in the fiscal year ended June 30, 2019.
26
Gains or losses from the variation in the
fair value of biological assets are determined by the difference between their fair value and the costs effectively incurred for
the planting and cultural treatment of biological assets until the moment of appraisal, as well as the write-offs from the harvest
of agricultural products.
Harvested agricultural products are measured
at their value at the time of harvest considering the market price of the area of each farm.
Gains or losses from the variation in the
fair value of agricultural products are determined by the difference between their harvested volume at market value (net of selling
expenses and taxes) and the production costs incurred (direct and indirect costs, leasing and depreciation).
(Impairment) Reversal of provisions
for the net realizable value of agricultural products
Impairment to net realizable value of post-harvest
agricultural products went from an increase of R$883.0 thousand in the fiscal year ended June 30, 2018, to a loss of R$2.0 million
in the fiscal year ended June 30, 2019. These variations result from the difference in the price of grains at the time of harvest
until the closing of the respective accounting period.
Cost of sales
The costs of sales increased by R$112.0
million, from R$168.1 million in the fiscal year ended June 30, 2018, to R$280.1 million in June 30, 2019, mainly due to:
i. Cost
of grains sold: soybean COGS increased by R$61.8 million in 2019 versus the previous year, from R$63.4 million, relating to
the sale of 74.3 thousand tons at a cost of R$853.73 per ton, to R$125.2 million, relating to the sale of 137.1 thousand tons at
a cost of R$912.91 per ton. This increase was due to changes in fertilizer prices, impacted by freight and exchange rates.
Corn COGS reduced by R$2.6 million in 2019
versus the previous year, from R$13.7 million, relating to the sale of 31.1 thousand tons at a cost of R$439.44 per ton, to R$11.1
million, referring to the sale of 21.3 thousand tons at a cost of R$520.20 per ton. The increase in cost per ton of corn is also
explained by the change in input prices, impacted by freight and exchange rate.
ii. Cost
of sugarcane sold: sugarcane COGS increased by R$40.0 million in 2019 versus the previous year, from R$86.2 million, relating
to the sale of 1.7 million tons at a cost of R$51.25 per ton, to R$126.2 million, relating to the sale of 1.8 million tons at a
cost of R$70.85 per ton of sugarcane. The increase in cost per ton is mainly due to the incidence of cultural treatment and irrigation
expenses at Fazenda São José for this harvest.
iii. Cost of livestock sold: cattle-raising
COGS increased by R$12.7 million in 2019 versus the previous year, from R$4.4 million, relating to the sale of 2,006 heads of cattle,
at a cost of R$2.2 thousand per head, to R$17.1 million relating to the sale of 8,750 heads of cattle, at a cost of R$2.0 thousand
per head.
27
Gross profit
For the reasons mentioned, our gross profit
in the fiscal year ended June 30, 2019 was R$236.2 million, increasing by R$80.4 million versus the R$155.8 million recorded in
the fiscal year ended June 30, 2018. The change in gross profit is mainly attributed to:
i. an
increase of 238.2% in revenues from sales farms, referring to the sale of Jatobá and Alto Taquari farms, which generated
revenues of R$177.2 million; and
ii. an
increase of 75.2% in the billing of grains, which generated revenues of R$175.0 million.
Selling expenses
Selling expenses increased by R$449 thousand,
from R$10.1 million in the fiscal year ended June 30, 2018, to R$10.5 million in the fiscal year ended June 30, 2019, mainly due
to the increase in cargo volume and higher freight rates.
General and administrative expenses
General and administrative expenses increased
by R$3.9 million, from R$34.9 million in the fiscal year ended June 30, 2018, to R$38.8 million in the fiscal year ended June 30,
2019.
(R$ thousand)
|
2019
|
AV
2019
(%)
|
2018
|
AV
2018
(%)
|
AH
2019/2018
(%)
|
General and Administrative Expenses
|
(38,812)
|
6.6%
|
(34,945)
|
8.8%
|
11.1%
|
Depreciation and Amortization
|
(584)
|
0.1%
|
(816)
|
0.2%
|
16.4%
|
Personnel Expenses
|
(28,678)
|
7.2%
|
(24,160)
|
6.1%
|
14.0%
|
Expenses with services providers
|
(3,449)
|
0.9%
|
(4,279)
|
1.1%
|
13.4%
|
Leases and Rent
|
(803)
|
0.2%
|
(689)
|
0.2%
|
-5.4%
|
Other Expenses
|
(5,298)
|
1.3%
|
(5,001)
|
1.3%
|
10.1%
|
General and administrative expenses increased
by 11.1% versus the same period of the previous year, from R$34.9 million to R$38.9 million.
Personnel expenses increased by 18.7% due
to the provision for the Long-Term Incentive Plan, payment of bonuses and social contributions (INSS).
28
In addition, article 15, paragraph 7, of
13.606 provides that, as of January 2019, the rural producer may have social security contribution on the total salaries paid.
Previously, the social security contribution consisted of a percentage of the company’s revenues. The Company opted for the
change, which resulted in an increase in the Personnel Expenses account against a reduction in the Taxes and Fees account.
Leases and Rents increased by 16.5% in leases
and reflects the grace period agreed upon in the renegotiation of lease agreements, which ended last season.
Software expenses increased by 35.7% due
to the implementation of the e-social system and the effect of exchange variation on subscriptions.
Other Expenses include costs regarding telephony
services, building maintenance, registry, insurances, shares listing and others.
Other Operating Revenue (Expenses), Net
– in June 30, 2018, we recorded revenues of R$35.4 million, reflecting the conclusion of the spin-off of Cresca's operation
in Paraguay, in the amount of R$35.7 million, while in June 30, 2019 the amount was R$1.1 million.
Equity pick-up – we recognized
a gain of R$1.1 million in the fiscal year ended June 30, 2019.
Financial Income and Expenses –
The consolidated financial income/expenses corresponds to the composition of the following elements: (i) interest on financing,
(ii) monetary variation on the amount payable for the purchase of Alto Taquari and Nova Buriti farms, (iii) foreign Exchange variation
on off shore account, (iv) present value of receivables from sale of the Araucária, Alto Taquari and Jatobá farms,
established in bags of soybean and sugarcane leasing, (v) result from hedge transactions and (vi) bank expenses and charges and
yields from financial investments of cash and cash equivalents.
Our net financial result increased by R$21.5
million, from an expense of R$8.5 million in the fiscal year ended June 30, 2018, to an income of R$12.9 million in the June 30,
2019.
Realization of the present value shows the
variation in the amount to be received due to the sales of the Araucária, Jatobá and Alto Taquari farms, established
in bags of soybean and the variation of the Consecana prices in sugarcane rental at the Fazenda Parceria IV.
The derivatives result reflects the commodities
hedge operations result and the impact of the exchange variation on cash, which was partially dollarized in order to maintain purchasing
power for inputs, investments and new acquisitions, which have a positive correlation with the U.S. currency. In 2019, the result
of derivative transactions was R$15.7 million, of which R$10.1 million relating to currency transactions and R$5.6 million in commodities
transactions. In 2018, the result of derivative transactions was negative by R$5.3 million, of which a negative R$17.8 million
related to currency transactions and R$12.5 million was in commodities transactions.
The increase in other financial income/expenses
is mainly due to the increase in the Company's cash balance, form an average cash of R$64.5 million in 2018 to R$98.3 million in
2019.
29
Income tax and social contribution –
we assessed an income tax and social contribution of R$22.8 million for the fiscal year ended June 30, 2019, against an income
tax of R$25.9 million for the same period in 2018.
Net Income (loss) for the year –
our results for the period increased, from a profit of R$126.3 million in the fiscal year ended June 30, 2018 to a profit of R$177.1
million in June 30, 2019. This result mainly reflects the good performance of the Company's real estate activities during the year.
10.2 – Financial and operating
result
In the year ended June 30, 2020, we recorded
Net Revenue of R$559.1 million, Net Profit of R$119.6 million and Adjusted EBITDA of R$177.6 million. This result reflects the
sale of 3,199 hectares of land for the amount of R$83.2 million, the sale of 2,325.2 thousand tons of agricultural products (soybeans,
corn, cane, cattle and others) for the amount of R$487.6 million and a R$30.8 million negative financial result.
The pursuit to increase the value of our
properties is the main element in our strategy. We acquire rural properties that we believe have significant potential for generating
value and the transformation of land is the main route for increasing the value of these properties. Since we began operating in
2006, we have invested more than R$799.9 million in the acquisition and development of the portfolio and have made sales totaling
R$924.8 million.
A broader analysis reveals the constant
development of the Company’s efficiency, with a solid management model and a qualified team committed to delivering results
and finding opportunities to generate value in order to continue to post consistent growth.
Key Financial Indicators
Income Statement (R$ thousand)
|
2020
|
2019
|
2018
|
Net Sales Revenues
|
559,060
|
535,131
|
296,684
|
Gross Profit (Loss)
|
221,393
|
236,186
|
155,742
|
Selling Expenses
|
(14,300)
|
(10,536)
|
(10,087)
|
General and Administrative Expenses
|
(43,890)
|
(38,812)
|
(34,945)
|
Other Operating Income/Expenses, net
|
1,231
|
(1,064)
|
35,432
|
Net Financial Result
|
(30,755)
|
12,922
|
14,671
|
Equity Pick up
|
(150)
|
1,102
|
(8,556)
|
Profit (loss) before income and social contribution taxes
|
133,529
|
199,798
|
152,257
|
Income and social contribution taxes
|
-13,975
|
-22,719
|
-25,919
|
Profit (loss) for the period
|
119,554
|
177,079
|
126,338
|
30
EBITDA Ajustado ( R$ mil )
|
2020
|
2019
|
2018
|
Net Profit
|
119,554
|
177,079
|
126,338
|
Interest
|
30,755
|
-12,922
|
8,556
|
Taxes
|
13,975
|
22,719
|
25,919
|
Depreciation and amortization
|
30,153
|
23,078
|
23,222
|
Depreciation adjustments - IFRS 16
|
30,096
|
-
|
-
|
Equity Pickup
|
150
|
-1102
|
-14671
|
Other Oprational Revenues/Expenses (1)
|
-14
|
-174
|
-35,702
|
Elimination of gains on biological assets (grains and sugarcane planted)
|
-22,070
|
-8,407
|
9,033
|
Derivatives Results
|
-25,026
|
4,476
|
87
|
Adjusted EBITDA
|
177,573
|
204,747
|
142,782
|
Key Operating Indicators
|
Harvest Year
|
Activity (hectares)
|
19/20
|
18/19
|
17/18
|
Total transformed area
|
5,700
|
2,000
|
2,000
|
Total harvested area
|
153,154
|
134,951
|
102,854
|
a. Results
of the issuer’s operations, in particular:
i. description
of any important components of revenue
Our revenue from sales and services comes
from (i) the sale of rural properties; (ii) the sale of sugar cane production; (iii) the sale of the production of grains and fibers,
namely soybeans, corn, beans, cotton and others; (iv) the sale of cattle; (v) as well as the lease of land. The following table
gives the breakdown of our net revenue, for the years ended June 30, 2018, 2019 and 2020:
ii. factors
that materially affected operating income
Since the start of the Covid-19 pandemic
in March 2020, we have adopted measures to preserve our employees’ health, contribute to containing Covid-19 and mitigate
its effects on our operations. Our production units in Brazil and Paraguay continued to operate and the results did not suffer
any major impacts on account of the pandemic.
In 2020 we carried out the Merger of Agrifirma.
Agrifirma owned 28,930 hectares of agricultural land located in the western part of the State of Bahia, which generated synergy
and scale gains with the operations of Bahia cluster, given that the areas are close to the Chaparral and Jatobá farms,
in addition to other financial and commercial benefits.
31
Another important transaction was the acquisition
of Fazenda Serra Grande, which is located in the municipality of Baixa Grande do Ribeiro in the State of Piauí. The farm
has an area of 4.5 thousand hectares, of which 2.9 thousand hectares of agricultural land to be developed and which is suitable
for growing grains.
With the Merger of Agrifirma and the acquisition
of Fazenda Serra Grande, our portfolio now stands at 269,065 hectares, of which 30% is already developed, 28% is under development
and 42% refers to the landbank.
b. Changes
in revenues attributed to changes in prices, foreign Exchange rate, inflation, changes in volumes and introduction of new products
and services
Our main products are exposed to changes
in the price of commodities, foreign exchange rate, in addition to other indexes that are linked to our debts.
Part of the volume of receivables is priced
in US dollar and, consequently, our revenues are impacted by the foreign exchange variation. The production of certain agricultural
commodities such as soybean, corn and others, may be priced in reais or in US dollars by weight unit. The exposure to the US dollar
only occurs when the agricultural commodity has its price established in American currency by weight unit. In this case, it is
necessary to monitor the foreign exchange rate exposure. To reduce these impacts on cash flow, we establish limits for foreign
exchange rate exposure, which cannot be above 5% (both exchange purchase and exchange sales) of the expected revenue for the commodities
which are typically sold in US dollars. In view of the expectation of high current exchange rate volatility (US$/R$), the Board
of Directors authorized, as an exception to the Risk and Hedge Policy, the increase in the foreign exchange and soy derivative
hedging position by up to 30% (thirty percent), for the 19/20 crop, in order to optimize the Company's results from the sale of
grains during said harvest. For the 20/21 crop, in light of the volatility caused by the Covid-19 pandemic and given the expectation
that exchange rate volatility (US$/R$) will remain at a high level, the Directors authorized, as an exception to the Risk and Hedge
Policy, the Risk Committee’s proposal to maintain the increase in the mismatch limit of the derivative positions (hedges)
between foreign exchange and soybeans in the futures market by up to twenty percent (20%) until the Board of Directors decides
otherwise. Also on account of the current extraordinary prices of grains on the domestic market, they approved the Risk Committee’s
proposal to include in the Company’s Risk and Hedge Policy the possibility of making futures sale of up to fifty percent
(50%) of the expected agricultural production more than 12 months prior to the planting date of the respective crop, based on the
exchange ratio of input versus product.
Inflation, on the other hand, does not directly
affect the variation in our revenues, as our products are internationally traded agricultural commodities, with quotations traded
on stock exchanges, the prices of which are determined by the domestic and global supply and demand scenario.
In the 2019/2020 crop we started growing
beans. The introduction of this activity has not resulted in any significant impact on revenues up to this point.
The Company has also been increasing its
planted area as part of its business strategy. As a result, there was an increase in the volume sold as well as in the revenue
from agricultural operations.
32
c. Impact
of inflation, of changes in prices of the main inputs and products, of foreign exchange rate and interest rate on the issuer’s
operating and financial result
Some of the inputs necessary for the agricultural
production as chemical pesticides, fertilizers, among others. may have their prices linked to the US dollar. In these cases, the
foreign Exchange exposure is generated from the date of definition of the input price (when in US dollars) and the date of its
payment.
To reduce these impacts on cash flow, we
establish limits for foreign exchange exposure, which cannot be above 5% (both exchange purchase and exchange sales) of the expected
revenue for the commodities which are typically sold in US dollars. In view of the expectation of high current exchange rate volatility
(US$/R$), the Board of Directors authorized, as an exception to the Risk and Hedge Policy, the increase in the foreign exchange
and soy derivative hedging position by up to 30% (thirty percent), for the 19/20 crop, in order to optimize the Company's results
from the sale of grains during said harvest. For the 20/21 crop, in light of the volatility caused by the Covid-19 pandemic and
given the expectation that exchange rate volatility (US$/R$) will remain at a high level, the Directors authorized, as an exception
to the Risk and Hedge Policy, the Risk Committee’s proposal to maintain the increase in the mismatch limit of the derivative
positions (hedges) between foreign exchange and soybeans in the futures market by up to twenty percent (20%) until the Board of
Directors decides otherwise.
Other costs, such as labor and general costs,
are influenced by the inflation rates and may result in increases of costs and expenditures with personnel, directly impacting
on our financial result.
10.3 – Events with significant
effects, occurred and expected, on the financial statements
a. Introduction
or sale of operating segment
There was no introduction or sale of any
operating segment which have significantly affected our financial statements during the last three years.
b. Constitution,
acquisition or sale of corporate interest
During the last three years, the following
acquisitions or sales of corporate interest occurred:
On January 17, 2020, CRESUD S.A.C.I.F y
A. decreased its position to 19,910,800 ações, or 32.06% of the total shares issued by the Company.
On August 16, 2019, Charles River Capital
increased its position to 4,321,900 shares, or 7.60% of the total shares issued by the Company.
On August 16, 2019, Conifer Management,
LLC, previously referred to as Ruane, Cunniff & Goldfarb Inc., sold all its shares and no longer holds shares issued by the
Company.
33
c. Unusual
events or operations
The merger of Agrifirma was completed on
January 27, 2020. This agreement gave BrasilAgro control and consolidation of the operations of the Agrifirma Group, made up of
Agrifirma Brasil Agropecuária S.A. and its subsidiaries. The financial statements for 3Q20 already show the impacts of the
operation.
The transaction was carried out by means
of an exchange of shares at the initial exchange ratio of R$31.50 per BrasilAgro share based on the shareholders’ equity
of BrasilAgro and Agrifirma, as at June 30, 2019. On April 1, 2020, BrasilAgro communicated to the shareholders of Agrifirma Holding
that the Final Exchange Ratio based on the variation in the shareholders’ equities up to January 27, 2020, reached 5,392,872
shares, the minimum amount established in the agreement.
As a result of the transaction, 28,930 hectares,
valued by Deloitte at R$205.6 million, were added to the properties’ portfolio. The areas involved in the merger are located
in the West of the State of Bahia, close to the Jatobá and Chaparral farms and are suitable for grains and livestock, in
addition to having relevant irrigation potential, which translates into gains in scale and synergy with our existing operations
and dilution of administrative expenses.
In 2020, the Company also invested USD 1.0
million in the Ag-Fintech Agrofy, which is focused on developing the agricultural sector’s chain of operations. This effort
is aimed at innovating and making better use of technology with a view to greater efficiency and sustainability of the business.
The startup consists of an online marketplace, with a full range of e-commerce solutions, customized for the needs of merchants
and their respective partner channels, aiming at an alternative route for connecting farmers and suppliers.
In May 25, 2018, 142,200 simple, unsecured first
issue debentures, not convertible into shares, were subscribed and paid-in, to be converted into collateral, in two series, for
private placement totaling R$142.2 million, of which R$85.2 milllion in the first series and R$57.0 million in the second series.
The Debentures were tied to a securitization transaction,
used as guarantee for the issue of 142,200 Certificates of Agribusiness Receivables.
The first series will mature on August 1,
2022, subject to interest corresponding to 106.5% of the DI Rate, and the second series will mature on July 31, 2023, subject to
interest corresponding to 110.0% of the DI Rate.
34
10.4 – Significant changes in the accounting
practices – Exceptions and emphasis in the auditor’s opinion
a. Significant
changes in the accounting practices
New or revised pronouncements applied
for the first time in the year ended June 30,2020
Standards issued and applicable as of
July 1, 2019
Since the Company’s fiscal year begins
on July 1, the standards to be mandatorily applied as from January 1, 2019 were adopted by the Company in the fiscal year beginning
July 1, 2019.The nature and effectiveness of each of the new standards and alterations are described below:
a. IFRS 16 – Leases
IFRS 16/CPC - 06 (R2) – Leases, issued
in January 2016, replaces IAS 17 – Leases, IFRIC 4 – Determining Whether an Arrangement Contains a Lease, SIC-15 –
Operating leases, and SIC-27 – Evaluating the Substance of Transactions in the Legal Form of a Lease.
IFRS 16 establishes the principles for recognition,
measurement, presentation and demonstration of leases and requires that lessees book all leases using a single model in the balance
sheet, similar to the accounting of financial leases under IAS 17.
IFRS 16/CPC 06 (R2) came into force on January
1, 2019. Said standard had significant impacts on the separate and consolidated financial statements, since the Company started
to recognize lease liabilities and right-of-use assets on the date of initial application for leases previously classified as operating
leases. The Company’s main contract are related to agricultural partnership operations and land lease, in addition to other
less relevant contracts that involve the lease of machinery, vehicles and properties (Note 13). In the fiscal year starting July
1, 2019, the Company adopted IFRS 16/CPC – 06 (R2) for the first time.
Adopted method
The Company opted to adopt the modified
retrospective approach with accrued effects registered on July 1, 2019, considering the value of the right-of-use of the asset
measured at the value equivalent to the lease liability, adjusted by the amount of any payments made in advance or accumulated
related to these leases that were recognized in the balance sheet immediately prior to first-adoption of the standard. Lease liabilities
will be discounted at present value by the incremental interest rate of the lessee on the transition date.
Other impacts
The Company has land lease contracts with
its subsidiaries that led the adoption of said standard to cause differences between the parent company and consolidated results,
which were adjusted in the calculation of equity income (loss) of the parent company so that the result for the period of the parent
company and the consolidated result attributed to the controlling shareholders were equal, based on ICPC 09 (R2) – Company
Financial Statements, Separate Statements, Consolidated Statements and Application of the Equity Method of Accounting. The calculation
of equity income (loss) is presented in Note 11.
35
b. Interpretation IFRIC 23 – Uncertainty
over income tax treatments
The Interpretation (corresponding to ICPC
22) deals with the accounting of income taxes in cases where the tax treatments involve uncertainty that affects the application
of IAS 12 (CPC 32) and does not apply to taxes outside the scope of IAS 12 or include specifically the requirements related to
interest and fines associated with uncertain tax treatments. The Interpretation specifically addresses the following:
• If the entity considers uncertain
tax treatments separately;
• The assumptions of the entity
regarding the examination of tax treatments by tax authorities;
• How the entity determines taxable
income (tax loss), calculation bases, unused tax losses, tax credits from prior periods and tax rates;
• How the entity considers changes
in facts and circumstances.
The entity must determine if it considers
each uncertain tax treatment separately or jointly with one or more uncertain tax treatments. The entity must follow the approach
that best provides the resolution of the uncertainty. The interpretation is valid for annual periods starting after January 1,
2019. The Company adopted the standard as of July 1, 2019 and concluded that there are no significant effects on its interim separate
and consolidated financial statements.
Standards issued but not yet in force
a. Amendments to CPC 15 (R1): Defining
businesses
In October 2018, the IASB issued amendments
to IFRS 3 regarding the definition of a business, and such amendments were reflected in CPC revision 14, changing CPC 15 (R1) to
help entities to determine if a set of activities and assets acquired is a business or not. They clarify the minimum requirements
for a company, eliminate the assessment of if market participants are capable of replacing missing elements, include guidelines
to help entities to evaluate if an acquired process is substantive, determine better the definitions of business and outputs and
introduce a test of concentration of optional fair value. New illustrative cases were provided with the amendments.
Since the amendments apply prospectively
to transactions or other events occurring on the date or after the first-time adoption, the Company will not be affected by these
amendments on the transition date.
b. Amendments to CPC 26 (R1) and IAS 8:
Definition of material omission
In October 2018, IASB issued amendments
to IAS 1 and IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors, and these amendments were reflected
in CPC revision 14, changing CPC 26 (R1) and CPC 23 to align the definition of omission in all standards, with the information
material if omitting, misstating or obscuring if it could reasonably influence decisions that the primary users of general purpose
financial statements make on the basis of those financial statements, which provide financial information about a specific reporting
entity
Such amendments are not expected to have
a significant impact on Company’s individual and consolidated financial statements.
There are no other standards and interpretations
issued and not yet adopted that may, in the opinion of the Management, significantly impact profit or loss or shareholders’
equity disclosed by the Company.
b. Significant
effects from the changes in accounting practices
a. IFRS 16 – Leases
IFRS 16/CPC - 06 (R2) – Leases, issued in
January 2016, replaces IAS 17 – Leases, IFRIC 4 – Determining Whether an Arrangement Contains a Lease, SIC-15 –
Operating leases, and SIC-27 – Evaluating the Substance of Transactions in the Legal Form of a Lease.
36
IFRS 16 establishes the principles for recognition,
measurement, presentation and demonstration of leases and requires that lessees book all leases using a single model in the balance
sheet, similar to the accounting of financial leases under IAS 17.
IFRS 16/CPC 06 (R2) came into force on January
1, 2019. Said standard had significant impacts on the separate and consolidated financial statements, since the Company started
to recognize lease liabilities and right-of-use assets on the date of initial application for leases previously classified as operating
leases. The Company’s main contract are related to agricultural partnership operations and land lease, in addition to other
less relevant contracts that involve the lease of machinery, vehicles and properties (Note 13). In the fiscal year starting July
1, 2019, the Company adopted IFRS 16/CPC – 06 (R2) for the first time.
The main impacts from the first-time adoption of
IFRS 16/CPC 06 (R2) on the balance sheet for the fiscal year started on July 1, 2019 are presented below:
|
|
|
|
Company
|
|
Original amount
|
Reclassifications
|
Impacts -
IFRS 16
|
Adjusted
|
Assets
|
|
|
|
|
Right-of-use of leases (Note 13)
|
-
|
-
|
163,042
|
163,042
|
Other assets
|
1,213,784
|
-
|
-
|
1,213,784
|
|
|
|
|
|
Total
|
1,213,784
|
-
|
163,042
|
1,376,826
|
|
|
|
|
|
Liabilities and shareholders' equity
|
|
|
|
|
Lease payable (Note 14)
|
-
|
27,380
|
163,042
|
190,422
|
Trade account payables and other liabilities
|
89,605
|
(21,133)
|
-
|
68,472
|
Related-party transactions
|
7,295
|
(5,993)
|
-
|
1,302
|
Financial lease
|
254
|
(254)
|
-
|
-
|
Other liabilities
|
236,097
|
-
|
-
|
236,097
|
Shareholders' Equity
|
880,533
|
-
|
-
|
880,533
|
|
|
|
|
|
Total
|
1,213,784
|
-
|
163,042
|
1,376,826
|
|
|
|
|
Consolidated
|
|
Original amount
|
Reclassifications
|
Impacts -
IFRS 16
|
Adjusted
|
Assets
|
|
|
|
|
Right-of-use of leases (Note 13)
|
-
|
-
|
92,794
|
92,794
|
Other assets
|
1,357,614
|
-
|
-
|
1,357,614
|
|
|
|
|
|
Total
|
1,357,614
|
-
|
92,794
|
1,450,408
|
|
|
|
|
|
Liabilities and shareholders' equity
|
|
|
|
|
Lease payable (Note 14)
|
-
|
47,446
|
92,794
|
140,240
|
Trade account payables and other liabilities
|
138,654
|
(26,249)
|
-
|
112,405
|
Financial lease
|
21,197
|
(21,197)
|
-
|
-
|
Related-party transactions
|
2,405
|
-
|
-
|
2,405
|
Other liabilities
|
314,825
|
-
|
-
|
314,825
|
Shareholders' Equity
|
880,533
|
-
|
-
|
880,533
|
|
|
|
|
|
Total
|
1,357,614
|
-
|
92,794
|
1,450,408
|
37
Adopted method
The Company opted to adopt the modified retrospective
approach with accrued effects registered on July 1, 2019, considering the value of the right-of-use of the asset measured at the
value equivalent to the lease liability, adjusted by the amount of any payments made in advance or accumulated related to these
leases that were recognized in the balance sheet immediately prior to first-adoption of the standard. Lease liabilities will be
discounted at present value by the incremental interest rate of the lessee on the transition date.
Other impacts
The Company has land lease contracts with its subsidiaries
that led the adoption of said standard to cause differences between the parent company and consolidated results, which were adjusted
in the calculation of equity income (loss) of the parent company so that the result for the period of the parent company and the
consolidated result attributed to the controlling shareholders were equal, based on ICPC 09 (R2) – Company Financial Statements,
Separate Statements, Consolidated Statements and Application of the Equity Method of Accounting. The calculation of equity income
(loss) is presented in Note 11.
b. Interpretation IFRIC 23 – Uncertainty
over income tax treatments
The Interpretation (corresponding to ICPC 22) deals
with the accounting of income taxes in cases where the tax treatments involve uncertainty that affects the application of IAS 12
(CPC 32) and does not apply to taxes outside the scope of IAS 12 or include specifically the requirements related to interest and
fines associated with uncertain tax treatments. The Interpretation specifically addresses the following:
• If
the entity considers uncertain tax treatments separately;
• The
assumptions of the entity regarding the examination of tax treatments by tax authorities;
• How
the entity determines taxable income (tax loss), calculation bases, unused tax losses, tax credits from prior periods and tax rates;
• How
the entity considers changes in facts and circumstances.
The entity
must determine if it considers each uncertain tax treatment separately or jointly with one or more uncertain tax treatments. The
entity must follow the approach that best provides the resolution of the uncertainty. The interpretation is valid for annual periods
starting after January 1, 2019. The Company adopted the standard as of July 1, 2019 and concluded that there are no significant
effects on its interim separate and consolidated financial statements.
38
c. Exceptions
and emphasis on the auditor’s opinion
The opinions on the financial statements
for the years ended June 30, 2020, June 30, 2019 and June 30, 2018, have presented no excepctions or emphasis.
The Companhy’s Management has reviewed,
discussed and agreed with the independent auditor’s report on the Company's Financial Statements for the years ended June
30, 2020, June 30, 2019 and June 30, 2018.
10.5 – Critical accounting policies
Accounting estimates and judgments are continuously
assessed and based on historical experience and other factors, including expectations of future events that are believed to be
reasonable under the current circumstances.
Based on the assumptions the Company estimates
its future. The resulting accounting estimates will, by definition, seldom equal the related actual amounts. The estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next year are addressed below.
a) Contingencies
The Company is a party to various judicial and
administrative lawsuits, as described in Note 25. Provisions are set up for all the contingencies related to judicial lawsuits
that are estimated to represent probable losses (present obligations resulting from past events and probable outflow of resources
that incorporate economic benefits to settle the obligation, with reliable estimate of value). The evaluation of the probability
of loss includes the opinion of external legal advisors. Management believes that these contingencies are properly recorded and
presented in the financial statements.
b) Biological
assets
The fair value of biological assets recorded in
the balance sheet (Note 9) was determined using valuation techniques, including the discounted cash flow method and/or price in
the active market, when applicable. The inputs for these methods are based on those observable in the market, whenever possible,
and when not feasible, a certain level of judgment is required to estimate the fair value. Judgment includes considerations on
data e.g. price, productivity, crop cost and production cost.
Changes in the assumptions on these factors might
affect the fair value recognized for biological assets.
An increase or decrease by 1% in the expected productivity
of sugarcane and grains/cotton would result in an increase or decrease in biological asset by R$1,544 and an increase or decrease
by 1% in the price of sugarcane and grains/cotton would result in an increase or decrease in biological asset by R$2,203.
With regard to cattle, the Company values its breeding
stock at fair value based on market price for the region.
39
c) Investment
properties
The fair value of investment properties disclosed
in the notes to financial statements was obtained through the valuation of farms, performed by specialists from the Company. The
valuation was carried out by means of standards practiced in the market considering the characterization, location, type of soil,
climate of the region, calculation of improvements, presentation of the elements and calculation of the land value, which may change
in relation to these variables.
Methodology used
At June 30, 2020, investment properties were valued
by applying the comparative analysis methodology adjusted by its related features:
i) The
valuation relied, among other, on the following information: (i) location of farms, (ii) total area and its related percentages
of opening and use;
ii) The
market value presented for the farm corresponds to the portion of bare land, for payment in cash, not including machinery, equipment,
agricultural inputs, cultivation. The soil adjustment factor (preparation of land for planting) was considered in the assessment
of prices;
iii) The
value of land for agriculture, in the surveyed region, is referenced to the price of soybean bag for the Brazilian units, and in
U.S. dollars per hectare for the Paraguay unit. The unit amounts of the farms for sale (market researches) were obtained in soybean
bags per hectare or in USD per hectare. Accordingly, the amount in reais (R$) of the property varies directly due to the variation
in the soybean price and in the U.S. dollar; and
iv) The
soybean price considered at the base date of the work, June 30, 2020, was R$85.86 (West Region – Bahia), R$86.76 (Balsas
Region – Maranhão), R$84.05 (Alto Taquari Region – Mato Grosso) and R$84.05 (Mineiros Region – Goiás)
and the U.S. dollar for the period was R$/USD5.48. This amount represents an average in amounts arbitrated by the real estate market
of the region due to the great instability in the amount of soybean bag.
d) Deferred
income tax
The Company recognizes deferred assets and liabilities,
as described in Note 17, based on the differences between the carrying amount presented in the financial statements and the tax
basis of assets and liabilities using the effective rates. The Company regularly revises the deferred tax assets for the possibility
of recovery, considering the generated historical profit and the forecast future taxable profit, in accordance with a study of
technical feasibility.
40
e) Leases
The Company analyzes its agreements in accordance
with the requirements of IFRS 16/CPC 06 (R2) and recognizes right-of-use assets and lease liabilities for the lease operations
under agreements that meet the requirements of the accounting standard. The Management of the Company considers as the lease component
only the minimum fixed value for the purpose of measuring the lease liabilities. The measurement of lease liabilities corresponds
to the total future payments of leases and rentals, adjusted to present value, considering the nominal discount rate.
f) Non-financial
obligations
The Company analyzes its agreements in accordance
with the requirements of IFRS 16/CPC 06 (R2) and recognizes right-of-use assets and lease liabilities for the lease operations
under agreements that meet the requirements of the accounting standard. The Management of the Company considers as the lease component
only the minimum fixed value for the purpose of measuring the lease liabilities. The measurement of lease liabilities corresponds
to the total future payments of leases and rentals, adjusted to present value, considering the nominal discount rate which ranges
between 4.82% and 6.91%.
For the cases where payments are indexed to the
soybean bag, future minimum payments are estimated in number of soybean bags and translated into local currency using the soybean
price of each region, on the base date of first-time adoption of IFRS 16 / CPC 06, and adjusted to the current price at time of
payment. Meanwhile, payments indexed to Consecana are stipulated in tons of cane and translated into local currency based on the
Consecana price in effect at the time.
10.6 – Significant items not evidenced
in the financial statements
a. Description
of assets and liabilities held by the issuer, directly or indirectly, which do not appear in our balance sheet (off-balance
sheet items), such as:
i. Operating
leasing, assets and liabilities;
In the year ended June 30, 2020, we did not have
operating leasing transaction, assets and/or liabilities.
ii. Written-off
portfolio of receivables on which the entity maintains risks and responsibilities, indicating related liabilities;
In the year ended June 30, 2020, we did not have
written-off portfolio of receivables on which the entity maintains risks and responsibilities.
iii. contracts
of future purchase and sale of products or services;
The Company uses derivative financial instruments
such as forward exchange and commodity contracts to hedge risks relating to currency exchange variations and commodities prices,
respectively. More details about the contracts are provided on item 10.7 of this document.
iv. contracts
of unfinished construction; and
In the year ended June 30, 2020, we had no contracts
of unfinished construction.
v. contracts
of future receipts of financing.
In the year ended June 30, 2020, we had no contracts
of future receipts of financing.
41
|
b.
|
Other items not evidenced in the financial statements.
|
We use foreign exchange swap to (i) hedge our receivables
indexed in US dollars; and (ii) hedge of our guarantee margin generated by our put position of soybean at CBOT.
10.7 – Comments on items not evidenced
in the financial statements
a. How
such items change or may change revenues, expenses, operating result, financial expenses or other items in the issuer’s financial
statements.
The sensitivity analysis aims at measuring the
impact from the changes in the market variables on the aforementioned financial instruments of the Company, considering all other
market indicators comprised. Upon their settlement, such amounts may differ from those stated below, due to the estimates used
in their preparation.
This analysis contemplates 5 distinct scenarios
that differ among them due to the intensity of variation in relation to the current market. At June 30, 2020, as probable scenarios
for the coming 12 months, I, II, III and IV a variation in relation to the current market of 0%, -25%, -50%, +25%, +50%, respectively,
was considered.
The preparation of the Probable Scenario
took into consideration the market prices of each one of the reference assets of derivative instruments held by the Company at
the closing of this year. Since all these assets are inserted in competitive and open markets, the current market price is a satisfactory
reference for the expected price of these assets. Accordingly, since the current market price was the reference for the calculation
of both book value of derivatives and the Probable Scenario, the result of the latter one is the same, because the rates and prices
of each operation maturity were used. The assumptions and scenarios are as follows:
42
This analysis was revised and approved by
the management.
b. Nature
and purpose of the operation
The use of derivative instruments aims to reduce
the alterations in cash flow caused by price changes that come from exchange and interest rates fluctuation risks, as well as risks
regarding agricultural products (currently soy and corn) price fluctuations.
c. Nature
and amount of the obligations assumed and rights generated on behalf of the issuer due to the operation.
The Company uses derivative financial instruments
as currency and forward contracts and forward commodities contracts to hedge against currency risk and commodities prices, respectively.
The Company presents a summary of possible
scenarios for the following 12 months of the Company’s financial instruments. Reliable sources of indices disclosure were
used for the rates used in the “probable scenario”.
|
|
Amounts in thousands reais R$
|
|
|
CONSOLIDATED
|
|
Scenario I - Probable
|
Scenario I - Possible
|
Scenario II - Remote
|
Scenario I - Possible
|
Scenario II - Remote
|
(*) annual average rates
|
|
At June 30, 2020
|
|
Decrease
|
-25%
|
Decrease
|
-50%
|
Increase
|
25%
|
Increase
|
50%
|
Operation
|
Risk
|
Balance (R$)
|
Notional
|
Rate
|
|
Balance (R$)
|
Rate(*)
|
Balance (R$)
|
Rate
|
Balance (R$)
|
Rate
|
Balance (R$)
|
Rate
|
Balance (R$)
|
Rate
|
Short-term investments
|
CDI
|
141,095
|
-
|
2.15%
|
|
(310)
|
2.37%
|
(832)
|
1.78%
|
(1,679)
|
1.19%
|
832
|
2.96%
|
1,679
|
3.56%
|
Marketable securities
|
CDI
|
5,044
|
-
|
2.15%
|
|
(11)
|
2.37%
|
(30)
|
1.78%
|
(60)
|
1.19%
|
30
|
2.96%
|
60
|
3.56%
|
Cash - USD
|
USD
|
27,688
|
5,056
|
5.48
|
|
(126)
|
5.50
|
(6,954)
|
4.13
|
(13,907)
|
2.75
|
6,954
|
6.88
|
13,907
|
8.25
|
Total cash, cash equivalents
|
173,827
|
5,056
|
|
|
(447)
|
|
(7,816)
|
|
(15,646)
|
|
7,816
|
|
15,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing in Paraguay - Palmeiras
|
USD
|
(8,590)
|
(1,569)
|
5.48
|
|
(216)
|
5.50
|
11,814
|
4.13
|
23,628
|
2.75
|
(11,814)
|
6.88
|
(23,628)
|
8.25
|
Debentures
|
CDI
|
(148,432)
|
-
|
2.15%
|
|
(327)
|
2.37%
|
876
|
1.78%
|
1,766
|
1.19%
|
(876)
|
2.96%
|
(1,766)
|
3.56%
|
Financing for agricultural costs
|
CDI
|
(40,568)
|
-
|
2.15%
|
|
(89)
|
2.37%
|
243
|
1.78%
|
483
|
1.19%
|
(243)
|
2.96%
|
(483)
|
3.56%
|
Financing for working capital
|
CDI
|
(77,516)
|
-
|
4.94%
|
|
-
|
4.94%
|
961
|
3.71%
|
1,915
|
2.47%
|
(961)
|
6.18%
|
(1,915)
|
7.41%
|
Total financing (b)
|
(275,106)
|
(1,569)
|
|
|
(632)
|
|
13,894
|
|
27,792
|
|
(13,894)
|
|
(27,792)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Araucária III
|
Soybean bags
|
3,336
|
39,254
|
88.20
|
|
-
|
88.20
|
(834)
|
66.15
|
(1,668)
|
44.10
|
834
|
110.25
|
1,668
|
132.30
|
Araucária IV
|
Soybean bags
|
7,258
|
84,929
|
88.02
|
|
-
|
88.02
|
(1,815)
|
66.01
|
(3,629)
|
44.01
|
1,815
|
110.02
|
3,629
|
132.02
|
Araucária V
|
Soybean bags
|
37,504
|
450,000
|
92.50
|
|
-
|
92.50
|
(9,376)
|
69.38
|
(18,752)
|
46.25
|
9,376
|
115.63
|
18,752
|
138.75
|
Jatobá I
|
Soybean bags
|
2,569
|
30,000
|
87.40
|
|
-
|
87.40
|
(642)
|
65.55
|
(1,285)
|
43.70
|
642
|
109.25
|
1,285
|
131.10
|
Jatobá II
|
Soybean bags
|
129,741
|
1,571,397
|
97.76
|
|
-
|
97.76
|
(32,435)
|
73.32
|
(64,871)
|
48.88
|
32,435
|
122.20
|
64,871
|
146.64
|
Jatobá III
|
Soybean bags
|
47,384
|
563,844
|
97.81
|
|
-
|
97.81
|
(11,846)
|
73.36
|
(23,692)
|
48.91
|
11,846
|
122.27
|
23,692
|
146.72
|
Jatobá IV
|
Soybean bags
|
15,481
|
184,000
|
93.10
|
|
-
|
93.10
|
(3,870)
|
69.83
|
(7,741)
|
46.55
|
3,870
|
116.38
|
7,741
|
139.66
|
Jatobá V
|
Soybean bags
|
33,029
|
397,368
|
95.73
|
|
-
|
95.73
|
(8,257)
|
71.80
|
(16,515)
|
47.86
|
8,257
|
119.66
|
16,515
|
143.59
|
Alto Taquari I
|
Soybean bags
|
3,545
|
45,312
|
86.24
|
|
-
|
86.24
|
(886)
|
64.68
|
(1,773)
|
43.12
|
886
|
107.80
|
1,773
|
129.36
|
Alto Taquari II
|
Soybean bags
|
3,554
|
42,900
|
88.55
|
|
-
|
88.55
|
(889)
|
66.41
|
(1,777)
|
44.27
|
889
|
110.68
|
1,777
|
132.82
|
Alto Taquari III
|
Soybean bags
|
7,946
|
93,478
|
88.55
|
|
-
|
88.55
|
(1,987)
|
66.41
|
(3,973)
|
44.27
|
1,987
|
110.68
|
3,973
|
132.82
|
Total receivables from farms
|
291,347
|
3,502,482
|
|
|
-
|
|
(72,837)
|
|
(145,676)
|
|
72,837
|
|
145,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operations with derivatives, net
|
Grains
|
(3,785)
|
(1,815,489)
|
(a)
|
|
(3,984)
|
(a)
|
29,285
|
(a)
|
62,554
|
(a)
|
(37,252)
|
(a)
|
(70,521)
|
(a)
|
Operations with derivatives, net
|
USD
|
(12,007)
|
(38,020)
|
(a)
|
|
(12,007)
|
(a)
|
39,271
|
(a)
|
90,548
|
(a)
|
(63,285)
|
(a)
|
(114,563)
|
(a)
|
Operations with derivatives, net
|
Cattle
|
-
|
(54,450)
|
(a)
|
|
-
|
(a)
|
3,711
|
(a)
|
8,065
|
(a)
|
(4,999)
|
(a)
|
(9,354)
|
(a)
|
Operations with derivatives, net
|
Cotton
|
651
|
(1,518)
|
(a)
|
|
647
|
(a)
|
3,985
|
(a)
|
7,322
|
(a)
|
(2,690)
|
(a)
|
(6,027)
|
(a)
|
Operations with derivatives, net
|
Ethanol
|
-
|
(750)
|
(a)
|
|
-
|
(a)
|
336
|
(a)
|
672
|
(a)
|
(336)
|
(a)
|
(672)
|
(a)
|
Operations with derivatives, net
|
Swap
|
1,257
|
11,847
|
(a)
|
|
1,554
|
(a)
|
1,733
|
(a)
|
1,919
|
(a)
|
1,378
|
(a)
|
1,207
|
(a)
|
Margin - LFT Socopa
|
SELIC
|
3,015
|
-
|
2.15%
|
|
(7)
|
2.37%
|
(18)
|
1.78%
|
(36)
|
1.19%
|
18
|
2.96%
|
36
|
3.56%
|
Total derivatives (a)
|
(10,869)
|
|
|
|
(13,797)
|
|
78,303
|
|
171,044
|
|
(107,166)
|
|
(199,894)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cresca, net
|
USD
|
(1,724)
|
(315)
|
5.48
|
|
(9)
|
5.50
|
433
|
4.13
|
866
|
2.75
|
(433)
|
6.88
|
(866)
|
8.25
|
Helmir, net
|
USD
|
314
|
57
|
5.48
|
|
-
|
5.50
|
(78)
|
4.13
|
(157)
|
2.75
|
78
|
6.88
|
157
|
8.25
|
Total related parties
|
(1,410)
|
(258)
|
|
|
(9)
|
|
355
|
|
709
|
|
(355)
|
|
(709)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Serra Grande Farm
|
Soybean bags
|
(14,263)
|
162,000
|
91.29
|
|
-
|
91.29
|
3,566
|
68.47
|
7,132
|
45.64
|
(3,566)
|
114.11
|
(7,132)
|
136.93
|
Total Acquisitions payable
|
(14,263)
|
162,000
|
|
|
-
|
|
3,566
|
|
7,132
|
|
(3,566)
|
|
(7,132)
|
|
43
10.8 – Business plan
a. Investments,
including:
i. Quantitative
and qualitative description of investments in progress and of foreseen investments;
The fundamental pillars of the Company’s
business strategy are the acquisition, development, exploration and sale of rural properties suitable for agricultural activities.
The Company acquires rural properties with significant potential for generating value, subsequently holding the assets and carrying
out profitable agricultural activities on them. Once we acquire our rural properties, we begin to implement high-value-added crops
and to transform these rural properties by investing in infrastructure and technology, while also entering into lease agreements
with third parties. In line with our strategy, when we deem a rural property has reached its optimal value, we sell it to capture
the capital gains.
Our main capital expenditure arises from the acquisition
and development of agricultural properties.
In FY20 we invested R$ 34.1 million in buildings
and improvements, opening of the area and works in progress, which refer to expenses with opening of buildings, constructions and
roads.
The Company will continue to invest in the
acquisition, development, exploitation and commercialization of farms, and will use proceeds from cash generation of our business
and investment reserve and expansion.
|
ii.
|
Sources of financing for investments
|
We finance our investments with own capital and
also through loans and financings, of short and long term, with development banks. If necessary, we may conduct other financial
operations with financial institutions to strenghten our cash position.
In May 25, 2018, 142,200 simple, unsecured first
issue debentures, not convertible into shares, were subscribed and paid-in, to be converted into collateral, in two series, for
private placement totaling R$142.2 million, of which R$85.2 milllion in the first series and R$57.0 million in the second series.
The Debentures were tied to a securitization transaction,
used as guarantee for the issue of 142,200 Certificates of Agribusiness Receivables.
44
The first series will mature on August 1,
2022, subject to interest corresponding to 106.5% of the DI Rate, and the second series will mature on July 31, 2023, subject to
interest corresponding to 110.0% of the DI Rate.
|
iii.
|
significant divestments in progress and foreseen divestments
|
As described on previous items above, our strategy
is to have all our land properties available for sale. However, we cannot predict when the sales will be made, since they happen
when all market conditions are favorable for the Company to profit. All the sales are announced as soon as they are confirmed.
b. already
disclosed acquisitions of plants, equipment, patents or other assets which may significantly influence on the Company’s productive
capacity
Not applicable, since we do not have plants, equipment,
patents or other assets which may significantly influence on the Company’s productive capacity.
c. new
products and services, indicating:
|
i.
|
Description of researches in progress already disclosed;
|
|
ii.
|
Total amounts spent by the issuer in researches for development of new products or services;
|
|
iii.
|
Projects under development already disclosed, and,
|
|
iv.
|
Total amounts spent by the issuer in the development of new products or services.
|
Not applicable, since we do not have researches
for new products and services.
10.9 – Other items that had significant
influence on the operating results and that are not evidenced or commented on the other items of this section
There were no other items that significantly
influenced the operating results and that are not evidenced or commented on the other items of this section.
45
Annex II
Information pointed out in annex 9-1-II
to CVM Instruction 481, due to the proposal on the allocation of net income for the year ended June 30, 2020 and the distribution
of dividends.
1. Inform the net income for the year.
According to the Company’s financial
statements disclosed with the approval of its annual results by the Company’s Board of Directors, on August 27, 2020, related
to FY20, the Company assessed result of R$ 119,554,066.68, which, deducting prior years losses and adjusted as set forth in Law
6.404/76 (“Corporate Law”), totals the amount of R$ 113,576,363.35.
2. Inform the global amount and the value
per share of dividends, including anticipated dividends and interest on own capital already declared.
Management proposes to the Company’s
Annual Meeting the additional payment of dividends in the amount of R$ 42,000,000.00, equivalent to 37% of adjusted net income
for the year ended June 30, 2020, corresponding in August 30, 2020 to R$ 0.707756051 per share, excluding treasury shares. The
payment of dividends shall be carried out in up to 60 days from the date of the declaration. Dividends shall be paid to holding
the Company's shareholding position at the end of the day October 16, 2020, and from October 17, 2020, the Company's shares will
be traded "ex" dividend.
3. Inform the percentage of distributed
net income for the year.
If approved by the Annual Meeting, the proposal
for distribution of dividends in the amount of R$ 42,000,000.00, such amount, will represent a distribution of 37% of the Adjusted
Net Income of the Fiscal Year ended June 30, 2020 as dividends on behalf of the Company’s shareholders.
46
4. Inform the global amount and the value
per share of distributed dividends based on prior years’ profit.
There will be no dividends distributed based
on prior year earnings.
5. Information, deducted of prepaid dividends
and interest on own capital already declared, about:
(a) of dividend gross amount and interest
on own capital, on segregated basis, per share of each type and class;
All the Company’s share capital is
distributed solely in common shares. Accordingly, R$ 42,000,000.00 of dividends proposed by Management, make up in August 30, 2020,
the amount of R$ 0.707756051 per common share issued by the Company, excluding treasury shares.
(b) form and term of dividends and interest
on own capital payment;
The dividends, if approved at the Annual
Shareholders’ Meeting, will be paid of dividends shall be carried out in up to 60 days from the date of their declaration.
Dividends shall be paid to holding the Company's shareholding position at the end of the day October 16, 2020, and from October
17, 2020, the Company's shares will be traded "ex" dividend.
(c) possible incidence of restatement
and interest on the dividends and interest on own capital; and
There will be no restatement or addition
on the amount of the dividends herein proposed, up to the date of its payment.
(d) date of declaration of payment of
dividends and interest on own capital considered for identification of the shareholders who will be entitled to receive them.
See item (b) above.
47
6. In case of declaration of dividends
or interest on own capital based on profits assessed in semiannual balance sheets or shorter periods, inform: (a) the amount of
dividends or interest on own capital already declared; and (b) the date of the related payments.
Not applicable.
7. Provide comparative table indicating
the following values per share of each type and class:
(a) net income for the year and for the
3 prior years
Year
|
Net Income
|
Income per common share
|
2017
|
R$ 25,944,319.32
|
R$ 0.46
|
2018
|
R$ 120,021,236.32
|
R$ 2.11
|
2019
|
R$ 168,225,458.37
|
R$ 2.96
|
2020
|
R$ 113,576,363.35
|
R$ 1.83
|
(b) dividend and interest on own capital
distributed in the 3 prior years.
Year
|
Dividends Distributed
|
Value per common share
|
2017
|
R$ 12,972,159.66
|
R$ 0.24
|
2018
|
R$ 41,000,000.00
|
R$ 0.76
|
2019
|
R$ 50,000,000.00
|
R$ 0.93
|
2020
|
R$ 42,000,000.00
|
R$ 0.71
|
8. In case of allocation of profits to
legal reserve:
(a) information on the amount allocated
to legal reserve.
Of total net income, R$ 5,977,703.33 are
allocated to the legal reserve.
(b) details on the form of calculation
of legal reserve.
The amount allocated to the constitution
of Legal Reserve corresponds to five percent (5%) of the FY20 Net Income.
48
9. In case the Company has preferred shares
with right to fixed or minimum dividends, information about: (a) the form of calculation of fixed and minimum dividends; (b) if
the profit for the year is sufficient for the full payment of fixed and minimum dividends; (c) if possible unpaid portion is cumulative;
(d) the global amount of fixed or minimum dividends to be paid to each class of preferred shares and (e) fixed or minimum dividends
to be paid by preferred share of each class.
Not applicable.
10. In relation to the mandatory dividend:
(a) describe the calculation form set
forth in By Laws.
Pursuant to Clause 35 of the Company’s
Bylaws, the allocation of net income for the year is calculated after deducting the participations referred to in Article 190 of
the Corporate Law and in Paragraph 2 of this Article, adjusted for purposes of dividends calculation, in the terms of Article 202
of the same law, subject to the following order of deduction: (a) 5% (five per cent), at least, to legal reserve, up to reaching
20% (twenty per cent) of the share capital. In the year in which the balance of legal reserve plus the amounts of capital reserve
exceeds 30% (thirty per cent) of the share capital, the allocation of part of the net income for the year to legal reserve will
not be mandatory; (b) portion necessary for the payment of mandatory dividend cannot be lower than 25% (twenty five per cent) ,
in each year, of annual adjusted net income, as set forth in Article 202 of the Corporate Law; (c) the remaining portion of the
adjusted net income may be addressed to the Reserve for Investment and Expansion, based on capital budget approved by the General
Meeting, as set forth in Article 196 of the Corporate Law.
(b) inform whether it is being fully paid.
Yes.
(c) inform the amount eventually held.
Not applicable.
49
11. In case of retention of mandatory
dividend due to the financial position of the company, provide: (a) the amount of the retention; (b) detailed description of the
company’s financial position, approaching, included, aspects related to the liquidity analysis, to the working capital and
positive cash flows and (c) justification for the retention of dividends.
Not applicable.
12. In case of allocation of result to
reserve for contingencies, inform: (a) the amount addressed to the reserve; (b) the loss considered probable and its cause; (c)
the explanation why the loss was considered probable and (d) the justification for constitution of reserve.
Not applicable.
13. In case of allocation of result to
unrealized profits reserve, inform: (a) the amount addressed to unrealized profits reserve and (b) the nature of unrealized profits
which gave origin to the reserve.
Not applicable.
14. In case of allocation of result for
statutory reserves, provide:
(a) description of the statutory clauses
which establish the reserve.
Article 35 – Item C of Bylaws.
(b) the amount addressed to the reserve.
The amount destined to the reserve for investments
and expansion was R$ 71.576.363,35.
(c) description of the calculation form
of the amount.
The amount destined to the reserve for investments
and expansion corresponds to 63% of FY20 Adjusted Net Income.
50
15. In case of retention of profits foreseen
in capital budget: (a) identify the amount of the retention and (b) provide copy of the capital budget.
Not applicable.
16. In case of allocation of result to
the reserve of tax incentives, provide: (a) the amount addressed to the reserve and (b) explanation of the nature of allocation.
Not applicable.
51
Annex III
Information required by Article 13 of CVM
Instruction 481/09.
13.1 – Description of the policy or practice
of compensation, including the non Statutory Executive Board
a. compensation policy or practice:
The compensation practice used by our managers,
including the members of the Board of Directors, Fiscal Council and Directors aim to attract and retain differentiated professionals
who may contribute for our sustainable growth. This practice is based on the best practices of the market obtained through periodical
researches, aligning the interests of our Executive Board and our stockholders.
The members of the Board of Directors and Directors
are eligible to the variable compensation so that they are able to share our risks and our results, features of a transparent policy
aimed at sustainable results.
The members of the Fiscal Council receive only
fixed compensation, with no compensation based on bonus.
BrasilAgro did not have a compensation policy formally
approved until the publication of its Reference Form, but the policy is being prepared so that the Company complies with B3 –
Brasi, Bolsa, Balcão S.A. new regulations for the Novo Mercado special segment.
b. Composition of the Compensation, indicating:
i. description of the compensation elements
and the purpose of each one
a) Board of Directors and
Fiscal Council
The Board of Directors and the Fiscal Council receive
a fixed compensation, established according to the practices of the market. The Executive Board of Directors is entitled to the
variable compensation (bonus and Long-Term Incentive Plan based on Shares - "LTIP"). The Fiscal Council is not entitled
to the variable compensation.
The purpose of the compensation attributed to the
members is to attract experienced professionals, who can better guide the business practiced by the Company, transforming the efforts
of the coworkers into profits for the stockholders.
52
b) Executive Officers
The members of our Executive Board are entitled
to fixed and variable compensation (bonus) and Long-Term Incentive Plan based on Shares ("LTIP"). The amounts paid as
fixed compensation follow the market standards, allowing us to attract and to retain differentiated professionals, who add value
to our results.
The purpose of the short term variable compensation
is to reward the executive based on the annual result, defined by the achievement of targets established for the Company and determined
individual targets for the same period. The long term variable compensation, based on stocks, aims at rewarding the executive for
the achieved result and his retention. The purpose of our variable compensation is to align the executives’ interests with
ours and our stockholders.
ii. proportion of each element in total compensation
The compensation of the Fiscal Council is fixed.
For the Board of Directors the fixed compensation
corresponds to approximately 20% of the total compensation and the variable compensation corresponds to about 80%.
For the Executive Board the fixed compensation
corresponds to approximately 35% of the total compensation of the Directors and the variable compensation corresponds to about
65%.
These percentages may vary due to changes in the
results obtained by the Company in the period, given the component of risks sharing and results existing in the variable compensation.
iii. Calculation and readjustment methodology
of each of the compensation elements
The compensation paid to our managers is annually
compared with the one practiced in the market, through researches carried out by specialized external advisory companies, so that
its competitiveness may be assessed and eventually evaluate the need of adjustments in some components of the compensation. In
addition, the directors’ salaries are readjusted in accordance with the inflation rate (collective agreement) once a year.
iv. Reasons to justify the composition of the
compensation
We adopt a model of compensation composition for
the Executive Board in order to concentrate a significant portion of the total compensation in the variable components (both short
and long term), that is part of our policy of sharing risks and results with our main executives.
53
In order to maintain the competitiveness of the
compensation offered to the Board of Director and the Fiscal Council, we pay attention to the amounts practiced in the market.
c. main performance indicators which are taken
into consideration in the determination of each element of the compensation:
In order to determine all the Board compensation
items the performance and individual goals are taken into consideration. The variable compensation is directly linked to the indicators
included in our Strategic Planning, which is approved by the Board of Directors and includes the defined targets for the period,
especially those related to the obtained financial results as, for example, sales, and profitability, among others.
d. how the compensation is structured in order
to reflect the evolution of the performance indicators:
Our compensation policy is structured in order
to reflect the performance evolution. On the other hand, the directors are evaluated in a qualitative and quantitative way, under
financial and operating perspective. The evaluation is linked to the fulfillment of Individual Targets and the achievement of the
Company’s General Targets.
e. how the policy or compensation practice is
aligned to the short, medium and long term interests of the Company:
The format of our compensation described above
aims at encouraging the coworkers to search for the best profitability of the investments and developed projects, so that to align
their interests with Company. In a short-term perspective, we search for obtaining such alignment by means of salaries and package
of benefits compatible with the market.
In medium term, we aim at obtaining such alignment
by the payment of bonus and profit sharing to certain coworkers.
In long term, we aim at retaining qualified professionals
by means of of the Long-Term Incentive Plan based on Shares.
Our compensation policy searches for the balance
of the following interests of the Company:
|
·
|
Compatibility
of costs of our compensation with the market;
|
|
·
|
Talents
attraction and retention.
|
54
For such, we consider that the coworker keeps interest
in a fair, transparent and compatible reward with his performance.
f. existence of compensation supported by subsidiaries
or direct or indirect controllers:
There is no compensation supported by subsidiaries
or direct or indirect controllers of the Company.
g. existence of any compensation or benefit
linked to the occurrence of a certain corporate event, such as the disposal of the Company control:
There is not any compensation or benefit linked
to the occurrence of a certain corporate event, such as the disposal of the Company’s control.
13.2 – Total compensation of the
Board of Directors, Statutory Executive Board and Fiscal Council
Fiscal Year ending June 30, 2021 – Annual Amounts (estimated)
|
|
Board of Directors
|
Statutory Executive Board
|
Fiscal Council
|
Total
|
Number of members
|
9.00
|
2.00
|
3.00
|
14.00
|
Fixed Compensation
|
|
|
|
|
Salary or pro-labore
|
1,581,850.00
|
2,100,000.00
|
250,000.00
|
3,931,850.00
|
Direct and indirect benefits
|
0
|
200,000.00
|
0
|
200,000.00
|
Participation in committees
|
0
|
0
|
0
|
0
|
Other
|
100,000.00
|
400,000.00
|
50,000.00
|
550,000.00
|
Description of other fixed compensations
|
INSS
|
INSS
|
INSS
|
|
Variable Compensation
|
|
|
|
|
Bonus
|
6,200,000.00
|
2,200,000.00
|
0
|
8,400,000.00
|
Profit sharing
|
0
|
0
|
0
|
0
|
Participation in meetings
|
0
|
0
|
0
|
0
|
Committees
|
0
|
0
|
0
|
0
|
Other
|
0
|
0
|
0
|
0
|
Post-employment
|
0
|
0
|
0
|
0
|
Discontinuance from position
|
0
|
0
|
0
|
0
|
Stock-based compensation
|
0
|
1,000,000.00
|
0
|
1,000,000.00
|
Comments
|
The number of members corresponds to the annual average of the number of members of each body monthly assessed in accordance with the Circular Letter CVM/SEP/nº03/2012.
|
Total Compensation
|
7,881,850.00
|
5,900,000.00
|
300,000.00
|
14,081,850.00
|
55
Fiscal Year ending June 30, 2020 – Annual Amounts
|
|
Board of Directors
|
Statutory Executive Board
|
Fiscal Council
|
Total
|
Number of members
|
9.00
|
2.00
|
3.00
|
14.00
|
Fixed Compensation
|
|
|
|
|
Salary or pro-labore
|
1.270.969,00
|
2.167.217,00
|
219.356,28
|
3.657.542,28
|
Direct and indirect benefits
|
0
|
401.867,76
|
0
|
401.867,76
|
Participation in committees
|
0
|
0
|
0
|
0
|
Other
|
88.894,60
|
447.852,74
|
43.871,40
|
580.618,74
|
Description of other fixed compensations
|
INSS
|
INSS
|
INSS
|
|
Variable Compensation
|
|
|
|
|
Bonus
|
5.083.838,49
|
1.632.540,00
|
0
|
6.716.378,49
|
Profit sharing
|
0
|
0
|
0
|
0
|
Participation in meetings
|
0
|
0
|
0
|
0
|
Committees
|
0
|
0
|
0
|
0
|
Other
|
0
|
0
|
0
|
0
|
Post-employment
|
0
|
0
|
0
|
0
|
Discontinuance from position
|
0
|
0
|
0
|
0
|
Stock-based compensation
|
1.463.005
|
0
|
1.463.005
|
1.463.005
|
Comments
|
The number of members corresponds to the annual average of the number of members of each body monthly assessed in accordance with the Circular Letter CVM/SEP/nº03/2012.
|
Total Compensation
|
6.443.702,09
|
6.112.482,19
|
263.227,68
|
12.819.411,96
|
Fiscal Year ended June 30, 2019 – Annual Amounts
|
|
Board of Directors
|
Statutory Executive Board
|
Fiscal Council
|
Total
|
Number of members
|
9.00
|
2.00
|
3.00
|
14.00
|
Number of compensated members
|
9.00
|
2.00
|
3.00
|
14.00
|
Fixed Compensation
|
|
|
|
|
Salary or pro-labore
|
1,286,634.54
|
2,065,909.18
|
263,227.68
|
3,615,771.40
|
Direct and indirect benefits
|
0
|
396,958.76
|
0
|
396,958.76
|
Participation in committees
|
0
|
0
|
0
|
0.00
|
Other
|
50,936.08
|
413,259.82
|
42,552.00
|
506,747.90
|
Description of other fixed compensations
|
INSS
|
INSS
|
INSS
|
|
Variable Compensation
|
|
|
|
|
Bonus
|
5,769,411.01
|
1,635,752.59
|
0
|
7,405,163.60
|
Profit sharing
|
0
|
0
|
0
|
0.00
|
Participation in meetings
|
0
|
0
|
0
|
0.00
|
Committees
|
0
|
0
|
0
|
0.00
|
Other
|
0
|
0
|
0
|
0.00
|
Post-employment
|
0
|
0
|
0
|
0.00
|
Discontinuance from position
|
0
|
0
|
0
|
0.00
|
Stock-based compensation
|
0
|
1.296.092,59
|
0
|
1.296.092,59
|
Comments
|
The number of members corresponds to the annual average of the number of members of each body monthly assessed in accordance with the Circular Letter CVM/SEP/nº03/2012.
|
Total Compensation
|
7,106,981.63
|
5,807,972.94
|
305,779.68
|
13,220,734.25
|
56
Fiscal Year ended June 30, 2018 – Annual Amounts
|
|
Board of Directors
|
Statutory Executive Board
|
Fiscal Council
|
Total
|
Number of members
|
9.00
|
2.00
|
3.00
|
14.00
|
Number of compensated members
|
9.00
|
2.00
|
3.00
|
14.00
|
Fixed Compensation
|
|
|
|
|
Salary or pro-labore
|
1.122.575,36
|
1.948.006,05
|
209.201,22
|
3.279.782,63
|
Direct and indirect benefits
|
0
|
372.593,60
|
0
|
372.593,60
|
Participation in committees
|
0
|
0
|
0
|
0,00
|
Other
|
79.046,98
|
389.601,21
|
41.840,24
|
510.488,43
|
Description of other fixed compensations
|
INSS
|
INSS
|
INSS
|
|
Variable Compensation
|
|
|
|
|
Bonus
|
5.085.617,80
|
1.256.374,07
|
0
|
6.341.991,87
|
Profit sharing
|
0
|
0
|
0
|
0,00
|
Participation in meetings
|
0
|
0
|
0
|
0,00
|
Committees
|
0
|
0
|
0
|
0,00
|
Other
|
58.680,21
|
0
|
0
|
58.680,21
|
Post-employment
|
0
|
0
|
0
|
0,00
|
Discontinuance from position
|
0
|
0
|
0
|
0,00
|
Stock-based compensation
|
0
|
435.476,93
|
0
|
435.476,93
|
Comments
|
The number of members corresponds to the annual average of the number of members of each body monthly assessed in accordance with the Circular Letter CVM/SEP/nº03/2012.
|
Total Compensation
|
6.345.920,35
|
4.402.051,86
|
251.041,46
|
10.999.013,67
|
57
13.3 - Variable compensation of the Board
of Directors, Statutory Executive Board and Fiscal Council:
2021* (Estimated)
|
Board of Directors
|
Statutory Executive Board
|
Fiscal Council
|
Total
|
Number of members
|
9.00
|
2.00
|
3,00
|
14.00
|
Bonus
|
Minimum amount estimated in the compensation plan
|
1,000,000.00
|
1,000,000.00
|
-
|
2,000,000.00
|
Maximum amount estimated in the compensation plan
|
4,000,000.00
|
2,500,000.00
|
-
|
6,500,000.00
|
Estimated amount in the compensation plan should the established targets are achieved
|
6.200.000,00
|
2.200.000,00
|
-
|
8.400.000,00
|
Amount effectively recognized
|
-
|
-
|
-
|
0.00
|
Profit Sharing
|
Minimum amount estimated in the compensation plan
|
-
|
-
|
-
|
0.00
|
Maximum amount estimated in the compensation plan
|
-
|
-
|
-
|
0.00
|
Estimated amount in the compensation plan should the established targets are achieved
|
-
|
-
|
-
|
0.00
|
Amount effectively recognized
|
-
|
-
|
-
|
0.00
|
2020
|
Board of Directors
|
Statutory Executive Board
|
Fiscal Council
|
Total
|
Number of members
|
9.00
|
2.00
|
3,00
|
14.00
|
Bonus
|
Minimum amount estimated in the compensation plan
|
1,000,000.00
|
1,000,000.00
|
-
|
2,000,000.00
|
Maximum amount estimated in the compensation plan
|
4,000,000.00
|
2,500,000.00
|
-
|
6,500,000.00
|
Estimated amount in the compensation plan should the established targets are achieved
|
4,000,000.00
|
2,500,000.00
|
-
|
6,500,000.00
|
Amount effectively recognized
|
5.083.838,49
|
1.632.540,00
|
-
|
6.716.378,49
|
Profit Sharing
|
Minimum amount estimated in the compensation plan
|
-
|
-
|
-
|
0.00
|
Maximum amount estimated in the compensation plan
|
-
|
-
|
-
|
0.00
|
Estimated amount in the compensation plan should the established targets are achieved
|
-
|
-
|
-
|
0.00
|
Amount effectively recognized
|
-
|
-
|
-
|
0.00
|
58
2019
|
Board of Directors
|
Statutory Executive Board
|
Fiscal Council
|
Total
|
Number of members
|
9.00
|
2.00
|
3.00
|
14.00
|
Number of compensated members
|
9.00
|
2.00
|
n/a
|
11.00
|
Bonus
|
Minimum amount estimated in the compensation plan
|
1,000,000.00
|
1,000,000.00
|
-
|
2,000,000.00
|
Maximum amount estimated in the compensation plan
|
4,000,000.00
|
2,500,000.00
|
-
|
6,500,000.00
|
Estimated amount in the compensation plan should the established targets are achieved
|
4,000,000.00
|
2,500,000.00
|
-
|
6,500,000.00
|
Amount effectively recognized
|
5,769,411.01
|
1,635,752.59
|
-
|
7,405,163.60
|
Profit Sharing
|
Minimum amount estimated in the compensation plan
|
-
|
-
|
-
|
0.00
|
Maximum amount estimated in the compensation plan
|
-
|
-
|
-
|
0.00
|
Estimated amount in the compensation plan should the established targets are achieved
|
-
|
-
|
-
|
0.00
|
Amount effectively recognized
|
-
|
-
|
-
|
0.00
|
2018
|
Board of Directors
|
Statutory Executive Board
|
Fiscal Council
|
Total
|
Number of members
|
9.00
|
2.00
|
3.00
|
14.00
|
Number of compensated members
|
9.00
|
2.00
|
n/a
|
11.00
|
Bonus
|
Minimum amount estimated in the compensation plan
|
1,000,000.00
|
1,000,000.00
|
-
|
2,000,000.00
|
Maximum amount estimated in the compensation plan
|
4,000,000.00
|
2,500,000.00
|
-
|
6,500,000.00
|
Estimated amount in the compensation plan should the established targets are achieved
|
4,000,000.00
|
2,500,000.00
|
-
|
6,500,000.00
|
Amount effectively recognized
|
5.085.617,80
|
1.256.374,07
|
-
|
6.341.991,87
|
Profit Sharing
|
Minimum amount estimated in the compensation plan
|
-
|
-
|
-
|
0.00
|
Maximum amount estimated in the compensation plan
|
-
|
-
|
-
|
0.00
|
Estimated amount in the compensation plan should the established targets are achieved
|
-
|
-
|
-
|
0.00
|
Amount effectively recognized
|
-
|
-
|
-
|
0.00
|
* The business year of BrasilAgro comprises
the period from July 1 to June 30 of the following year.
59
13.4 – Stock based compensation plan of
the Board of Directors and Statutory Executive Board
a. General terms and conditions
Our Long-Term Stock-Based Incentive Plan (“LTIP”
or “Plan”) on behalf of indicated professionals by the remuneration committee was approved by the Company’s board
of directors. Only the Board of Executive Officers and other employees are part of the Plan's eligibility and are not extended
to the Board of Directors.
In establishing the Plan, the Company seeks to
strengthen the Participants' commitment to achieving the annual goals and results to be achieved, resulting in a short-term alignment
of interests. Indeed, in view of the convergence of interests in the Plan, there is a motivation for the Participants to achieve
the expected results also in the medium term, since this type of remuneration, in which the Participants receive a bonus in Shares,
causes such Participants aim at improving the results and valuation of the Company's assets, with the consequent appreciation of
the price of the Shares, thus maximizing its own gains. Finally, there is a long-term alignment of interests, since the Vesting
Period and the potential for valuation of the Shares under the ILPA Agreement also encourage Participants to generate better long-term
results, as well as to remain in the Company, or The Plan also helps retain key executives and key employees for a longer period,
which is fundamental to the Company's long-term management and strategies.
b. Purpose of the Plan
The Plan aims at allowing our Managers and Executives
to receive our shares, aiming at:
|
(i)
|
stimulating the expansion, success and achievement of the Company’s purposes;
|
|
(ii)
|
encouraging Participants to substantially contribute to the success of the Company;
|
|
(iii)
|
aligning the interests of the Company's shareholders to those of the Participants;
|
|
(iv)
|
providing the Company, with respect to variable remuneration, a competitive differential in relation
to the market as a whole; and
|
|
(v)
|
encouraging the permanence and retention of key executives and key employees in the Company for
a long period.
|
c. How the plan contributes for these purposes
The Plan is structured in order to encourage the
participants to contribute to the Company’s success, once such as participants will become shareholders and will be are directly
benefited with the valuation in the price of the shares. Therefore, the alignment of interests of Company’s shareholders
with our participants is a way to achieve the main purpose of the Plan, that is, our growth, success, and the consecution of our
objectives.
60
d. How the plan is inserted in the issuer’s
compensation policy
The option plan is inserted in our compensation
policy, searching for, in addition to the fair retribution for the performance, the leverage of results for the company and the
reward for our executives.
The options granting to our Managers and Executives
in the scope of the Plan, as well as the exercise of these options by the beneficiaries, does not have any relationship and are
not linked to the fixed or variable compensation, or profit sharing due to the Managers or Executives participants of the Plan.
e. How the plan aligns the interests of the
managers and of the issuer in short, medium and long term
In establishing the Plan, the Company seeks to
strengthen the Participants’ commitment to meet the annual goals and results to be achieved, resulting in a short-term alignment
of interests. Indeed, in view of the convergence of interests comprised within the Plan, there is a motivation for the Participants
to achieve the expected results also at a medium-term scenario, since this type of compensation, in which the Participants receive
a compensation in the form of Shares, causes such Participants to aim at improving the results and valuation of the Company's assets,
with the consequent appreciation of the price of the Shares, thus maximizing its own gains. As a final point, there is a long-term
alignment of interests, since the Vesting Period and the potential for valuation of the Shares under the LTIP Agreement also encourage
Participants to produce better long-term results, as well as to remain in the Company; to put it briefly, in order words this means
that the Plan also helps retaining key executives and key employees for a longer period, which is crucial for the Company's long-term
management and strategies.
f. Maximum number of shares comprised
The LTIP Agreements entered into under this Plan
may confer rights on a number of Shares that do not exceed, at any time, the maximum and cumulative number of two percent (2%)
of the shares issued by the Company at any time.
g. Maximum number of options to be granted
As exposed in the item above, the LTIP Agreements
entered into under this Plan may confer rights on a number of Shares that do not exceed, at any time, the maximum and cumulative
number of two percent (2%) of the shares issued by the Company at any time.
61
h. Conditions for the shares acquisition
The Board of Directors may, at the sole discretion
of the LTIP Program, establish conditions applicable to and / or impose restrictions on the delivery of the Share Bonus, and may
also reserve to the Company repurchase options and / or preemptive right in case of disposal by the Participant of the Shares received.
The Share Bonus will only be given to the Participant if all legal and regulatory requirements stemming from the Plan have been
fully complied with. The delivery of the Share Bonus will be made within 30 days after the end of the Vesting Period, by means
of a non-onerous transfer to the Participant of Shares issued within the limit of the Company's authorized capital or Shares held
in treasury.
i. Criteria to establish the acquisition or
exercise price
The Board of Directors shall establish the exercise
price of the options.
j. Criteria to establish the exercise term
The Board of Directors shall establish the term
for the options exercise, also determining the date of the investiture and the exercise period of the options granted.
Our Program means the period of three (3) years
counted as of the date of approval by the Board of Directors of the LTIP Program.
k. Form of liquidation
The Board of Directors may, at the sole discretion
of the LTIP Program, establish conditions applicable to and / or impose restrictions on the delivery of the Share Bonus, and may
also reserve to the Company repurchase options and / or preemptive right in case of disposal by the Participant of the Shares received.
The Share Bonus will only be given to the Participant if all legal and regulatory requirements stemming from the Plan have been
fully complied with. The delivery of the Share Bonus will be made within 30 days after the end of the Vesting Period, by means
of a non-onerous transfer to the Participant of Shares issued within the limit of the Company's authorized capital or Shares held
in treasury.
l. Restrictions to the transfer of shares
There are no restrictions for the transfer of our
shares acquired by the Participants through options granted due to the effective Granting Program. However, the Board of Directors
may, at its own discretion, impose preceding terms and/or conditions for the exercise of the options, and impose restrictions to
the transfer of shares acquired with the exercise of options, and may grant repurchase options or preference rights in case of
sale of these same shares by the participant, up to the end of the period and/or fulfillment of the established conditions.
62
m. Criteria and events which, when occurred,
shall result in the suspension, alteration or extinguishment of the plan
The Plan shall enter into force on the date of
its approval by the Company's General Meeting and shall remain in force for an indefinite period, it being understood that it may
be suspended, modified or terminated at any time,
(a) by decision of the General Meeting or Board
of Director;
(b) by reason of the cancellation of registration
of the Company as a publicly-held company;
(c) the stop of trading of the Company's Shares
in the over-the-counter market, organized market or stock exchange market;
(d) due to corporate reorganizations; or
(e) by virtue of the dissolution or liquidation
of the Company, whichever takes place first.
n. Effects from the exit of the manager from
the issuer’s bodies on his rights established in the stock based compensation plan
In the event of a request for voluntary dismissal,
at the initiative of the very Participant himself, for any reason whatsoever, prior to the termination of the Vesting Period, the
Participant shall automatically lose, regardless of prior notice or indemnity, the right to receive the Compensation in Shares.
In the event of dismissal without just cause (proper
grounds), the Participant shall be entitled to the proportional equivalent to the period he/she has worked for (pro rata), provided,
however, that in any case, the relevant payment thereof shall only occur at the end of the Vesting Period.
In the event that the withdrawal/removal/dismissal
of the Participant takes place at the initiative of the Company and is based on just cause, the Participant will, by operation
of law, regardless of prior notice or indemnification, lose the right to receive the Compensation in Shares.
In case of demise or permanent disability of the
Participant: the value in national currency equivalent to Compensation in Shares will be paid in full directly to the Participant
(in case of permanent disability) or to his heirs and/or beneficiaries (in case of death), within a period of eighteen (18) months
counted as of the date of proper official confirmation, pursuant to the applicable legislation and the competent body, of the permanent
disability or death, as the case may be.
Any exceptions as to the treatment to be given
in the event of dismissal will be subject to analysis and deliberation by the Board of Directors.
63
13.5 – Stock-based compensation
plan of the Board of Directors and Statutory Executive Board
Stock-based compensation in the current fiscal year – Stock Option Plan
|
|
Board of Directors
|
Statutory
Executive Board
|
Number of members
|
9
|
2
|
Number of compensated members
|
n/a
|
n/a
|
Weighted average price for the year
|
a) Options outstanding at the beginning of the fiscal year
|
X
|
0.00
|
b) Options lost during the fiscal year
|
x
|
-
|
c) Options exercised during the fiscal year
|
x
|
-
|
d) Options expired during the fiscal year
|
x
|
-
|
Potential dilution if all options are exercised
|
x
|
0.00%
|
Stock-based compensation for the fiscal year ended June 30, 2020 – Stock Option Plan
|
|
Board of Directors
|
Statutory
Executive Board
|
Number of members
|
9
|
2
|
Number of compensated members
|
n/a
|
n/a
|
Weighted average price for the year
|
a) Options outstanding at the beginning of the fiscal year
|
X
|
0.00
|
b) Options lost during the fiscal year
|
x
|
-
|
c) Options exercised during the fiscal year
|
x
|
-
|
d) Options expired during the fiscal year
|
x
|
-
|
Potential dilution if all options are exercised
|
x
|
0.00%
|
Stock-based compensation for the fiscal year ended June 30, 2019 – Stock Option Plan
|
|
Board of Directors
|
Statutory
Executive Board
|
Number of members
|
9
|
2
|
Number of compensated members
|
n/a
|
n/a
|
Weighted average price for the year
|
a) Options outstanding at the beginning of the fiscal year
|
x
|
0.00
|
b) Options lost during the fiscal year
|
x
|
-
|
c) Options exercised during the fiscal year
|
x
|
-
|
d) Options expired during the fiscal year
|
x
|
-
|
Potential dilution if all options are exercised
|
x
|
0.00%
|
64
Stock-based compensation for the fiscal year ended June 30, 2018 – 2nd Grant
|
|
Board of Directors
|
Statutory
Executive Board
|
Number of members
|
9
|
2
|
Number of compensated members
|
n/a
|
2
|
Weighted average price for the year
|
a) Options outstanding at the beginning of the fiscal year
|
x
|
8.25
|
b) Options lost during the fiscal year
|
x
|
-
|
c) Options exercised during the fiscal year
|
x
|
8.25
|
d) Options expired during the fiscal year
|
x
|
-
|
Potential dilution if all options are exercised
|
X
|
0.54%
|
|
|
|
Stock-based compensation for the fiscal year ended June 30, 2018 – 3rd Grant
|
|
Board of Directors
|
Statutory
Executive Board
|
Number of members
|
9
|
2
|
Number of compensated members
|
n/a
|
2
|
Weighted average price for the year
|
a) Options outstanding at the beginning of the fiscal year
|
x
|
8.52
|
b) Options lost during the fiscal year
|
x
|
-
|
c) Options exercised during the fiscal year
|
x
|
8.52
|
d) Options expired during the fiscal year
|
x
|
-
|
Potential dilution if all options are exercised
|
x
|
0.54%
|
65
13.6 - Information on the outstanding
options held by the Board of Directors and Statutory Executive Board
There were no options outstanding at the
end of the 2018, 2019 and 2020 fiscal years.
Options Outstanding – Fiscal year ended June 30, 2020
|
|
Board of Directors
|
Statutory
Executive Board
|
Number of members
|
9
|
2
|
Number of compensated members
|
n/a
|
n/a
|
Options not yet exercised
|
Amount
|
n/a
|
n/a
|
Date in which options may be exercised
|
n/a
|
n/a
|
Maximum deadline to exercise options
|
n/a
|
n/a
|
Restriction deadline to transfer shares
|
n/a
|
n/a
|
Weighted average price for the fiscal year
|
n/a
|
n/a
|
Fair value of options on the last day of the fiscal year
|
n/a
|
n/a
|
Options exercised
|
Amount
|
n/a
|
n/a
|
Date in which options may be exercised
|
n/a
|
n/a
|
Maximum deadline to exercise options
|
n/a
|
n/a
|
Restriction deadline to transfer shares
|
n/a
|
n/a
|
Weighted average price for the fiscal year
|
n/a
|
n/a
|
Fair value of options on the last day of the fiscal year
|
n/a
|
n/a
|
66
Options Outstanding – Fiscal year ended June 30, 2019
|
|
Board of Directors
|
Statutory
Executive Board
|
Number of members
|
9
|
2
|
Number of compensated members
|
n/a
|
n/a
|
Options not yet exercised
|
Amount
|
n/a
|
n/a
|
Date in which options may be exercised
|
n/a
|
n/a
|
Maximum deadline to exercise options
|
n/a
|
n/a
|
Restriction deadline to transfer shares
|
n/a
|
n/a
|
Weighted average price for the fiscal year
|
n/a
|
n/a
|
Fair value of options on the last day of the fiscal year
|
n/a
|
n/a
|
Options exercised
|
Amount
|
n/a
|
n/a
|
Date in which options may be exercised
|
n/a
|
n/a
|
Maximum deadline to exercise options
|
n/a
|
n/a
|
Restriction deadline to transfer shares
|
n/a
|
n/a
|
Weighted average price for the fiscal year
|
n/a
|
n/a
|
Fair value of options on the last day of the fiscal year
|
n/a
|
n/a
|
67
Options Outstanding – Fiscal year ended June 30, 2018
|
|
Board of Directors
|
Statutory
Executive Board
|
Number of members
|
9
|
2
|
Number of compensated members
|
n/a
|
n/a
|
Options not yet exercised
|
Amount
|
n/a
|
n/a
|
Date in which options may be exercised
|
n/a
|
n/a
|
Maximum deadline to exercise options
|
n/a
|
n/a
|
Restriction deadline to transfer shares
|
n/a
|
n/a
|
Weighted average price for the fiscal year
|
n/a
|
n/a
|
Fair value of options on the last day of the fiscal year
|
n/a
|
n/a
|
Options exercised
|
Amount
|
n/a
|
n/a
|
Date in which options may be exercised
|
n/a
|
n/a
|
Maximum deadline to exercise options
|
n/a
|
n/a
|
Restriction deadline to transfer shares
|
n/a
|
n/a
|
Weighted average price for the fiscal year
|
n/a
|
n/a
|
Fair value of options on the last day of the fiscal year
|
n/a
|
n/a
|
* The Board of Directors has no stock-based
compensation.
13.7 – Options exercised, and shares
delivered for the stock-based compensation of the Board of Directors and Statutory Executive Board
Exercised Options in the fiscal year ended June 30, 2020
|
|
Board of Directors
|
Statutory
Executive Board
|
Number of members
|
9
|
2
|
Number of compensated members
|
n/a
|
n/a
|
Options exercised
|
Number of shares
|
n/a
|
n/a
|
Weighted average price for the fiscal year
|
n/a
|
n/a
|
Difference between the exercise price and the market value of the shares related to the exercised options
|
n/a
|
n/a
|
Shares Delivered
|
Number of shares
|
n/a
|
n/a
|
Weighted average acquisition price
|
n/a
|
n/a
|
Difference between the exercise price and the market value of the shares related to the exercised options
|
n/a
|
n/a
|
68
Exercised Options in the fiscal year ended June 30, 2019
|
|
Board of Directors
|
Statutory
Executive Board
|
Number of members
|
9
|
2
|
Number of compensated members
|
n/a
|
n/a
|
Options exercised
|
Number of shares
|
n/a
|
n/a
|
Weighted average price for the fiscal year
|
n/a
|
n/a
|
Difference between the exercise price and the market value of the shares related to the exercised options
|
n/a
|
n/a
|
Shares Delivered
|
Number of shares
|
n/a
|
n/a
|
Weighted average acquisition price
|
n/a
|
n/a
|
Difference between the exercise price and the market value of the shares related to the exercised options
|
n/a
|
n/a
|
Exercised Options in the fiscal year ended June 30, 2018
|
|
Board of Directors
|
Statutory
Executive Board
|
Number of members
|
9
|
2
|
Number of compensated members
|
n/a
|
2
|
Options exercised
|
Number of shares
|
n/a
|
218,108
|
Weighted average price for the fiscal year
|
n/a
|
8.60
|
Difference between the exercise price and the market value of the shares related to the exercised options
|
n/a
|
4.95
|
Shares Delivered
|
Number of shares
|
n/a
|
218,108
|
Weighted average acquisition price
|
n/a
|
8.60
|
Difference between the exercise price and the market value of the shares related to the exercised options
|
n/a
|
4.95
|
13.8 - Necessary information for the understanding
of data disclosed in items 13.5 to 13.7 – Method of pricing of the shares and options values
There are currently no active Stock Options
Plan.
69
13.9 - Holdings in shares, quotas and
other convertible securities held by members of the Board of Directors, Statutory Executive Board and Fiscal Council – grouped
by body
Shares, quotas and other convertible securities
held directly or indirectly by members of the Board of Directors, Statutory Executive Board and Fiscal Council, grouped by body,
at the end of the last fiscal year are illustrated below:
Securities – Fiscal year ended June 30, 2020
|
|
Common Shares Issued
by the Company
|
ADRs Backed by Shares Issued by the Company
|
Stock
Options
|
Board of Directors
|
11,802,450
|
8,298,150
|
0
|
Statutory Executive Board
|
263,453
|
0
|
0
|
Fiscal Council
|
3,000
|
0
|
0
|
13.10 – Information on the social
security plans granted to the members of the board of directors and Statutory Executive Board
There are no effective social security plans
granted to the members of the Board of Directors and Directors.
13.11 – Maximum, minimum and average
individual compensation of the board of directors, Statutory Executive Board and fiscal council
|
Statutory Executive Board
|
|
06/30/20
|
06/30/19
|
06/30/18
|
Number of members
|
2.00
|
2.00
|
2.00
|
Number of paid members
|
2.00
|
2.00
|
2.00
|
Highest compensation amount
|
3,305,139.56
|
3,199,907.85
|
2,233,954.98
|
Lowest compensation amount
|
2,879,299.09
|
2,581,065.09
|
2,168,096.88
|
Average compensation amount
|
3,056,241.10
|
2,890,486.47
|
2,201,025.93
|
70
|
Board of Directors
|
|
06/30/20
|
06/30/19
|
06/30/18
|
Number of members
|
9.00
|
9.00
|
9.00
|
Number of paid members
|
9.00
|
9.00
|
9.00
|
Highest compensation amount
|
3,305,139.56
|
2,962,760.68
|
2,600,008.31
|
Lowest compensation amount
|
2,879,299.09
|
235,864.21
|
40,525.20
|
Average compensation amount
|
3,056,241.09
|
789,216.07
|
705,102.26
|
|
Fiscal Council
|
|
06/30/20
|
06/30/19
|
06/30/18
|
Number of members
|
3.00
|
3.00
|
3.00
|
Number of paid members
|
3.00
|
3.00
|
3.00
|
Highest compensation amount
|
87,742.56
|
101,926.56
|
83,680.48
|
Lowest compensation amount
|
87,742.56
|
101,926.56
|
83,680.48
|
Average compensation amount
|
87,742.56
|
101,926.56
|
83,680.48
|
13.12 - Mechanisms of compensation or
indemnity to the managers in case of removal from the position or retirement
We have no contractual agreements, insurance
policies or other instruments to structure mechanisms of compensation or indemnity to the managers in case of removal from the
position or retirement.
13.13 – Percentage in total compensation
held by managers and members of the fiscal council who are related parties to the controllers
2020
Body
|
|
Total compensation
|
|
Percentage of compensation of parties related to the controllers in the total compensation of the Body
|
Exceutive Officers
|
|
6,112,482.19
|
|
-
|
Board of Directors
|
|
6,443,702.09
|
|
84,68%
|
Fiscal Council
|
|
263,227.68
|
|
-
|
71
2019
Body
|
|
Total compensation
|
|
Percentage of compensation of parties related to the controllers in the total compensation of the Body
|
Exceutive Officers
|
|
5,780,972.94
|
|
-
|
Board of Directors
|
|
7,102,944.63
|
|
86.34%
|
Fiscal Council
|
|
305,779.68
|
|
-
|
2018
Body
|
|
Total compensation
|
|
Percentage of compensation of parties related to the controllers in the total compensation of the Body
|
Exceutive Officers
|
|
4,402,051.86
|
|
-
|
Board of Directors
|
|
6,345,920.34
|
|
84.63%
|
Fiscal Council
|
|
251,041.46
|
|
-
|
13.14 – Compensation of managers and members
of the fiscal council, by body, received for any other reason than the position occupied
Not applicable, since no member of the Board of
Directors, Directors or Fiscal Council received compensation for positions other than the ones occupied.
13.15 – Compensation of managers and members
of the fiscal council recognized in the results of the direct or indirect controllers, of companies under joint control and subsidiaries
of the issuer
There are no amounts paid as compensation to members
of our Board of Directors, Fiscal Council and Statutory Executive Board recognized in the results of direct or indirect controllers,
of companies under joint control and/or our subsidiaries.
72
Annex IV
Information indicated in items 12.5 to
12.10 of the Reference Form, due to the proposal on the election of (sitting and alternates) members of the Fiscal Council (Audit
Board) of the Company, as of the CVM instruction number 481 of December 17, 2009, article 10, item I, for the candidates here indicated.
12.5 / 6 - Structure and professional
experience of the Fiscal Council
Fiscal Council
Name
|
Date of Birth
|
Occupation
|
Taxpayer # (CNPJ) or Passport #
|
Elective Position Held
|
Date of Election
|
Take Office Date
|
Term of office
|
Other Positions or Functions exercised in the Issuer
|
Elected by the Controller
|
Number of Consecutive Offices
|
% of participation in meetings
|
Fabiano Nunes Ferrari
|
11/24/1974
|
Lawyer
|
186.583.958-20
|
Effective Member of the Fiscal Council
|
10/16/2020
|
10/16/2020
|
1 year
|
Does not exercise other duties or positions
|
Yes
|
8
|
100%
|
Ivan Luvisotto Alexandre
|
04/28/1983
|
Lawyer
|
307.599.448-06
|
Effective Member of the Fiscal Council
|
10/16/2020
|
10/16/2020
|
1 year
|
Does not exercise other duties or positions
|
Yes
|
8
|
100%
|
Débora de Souza Morsh
|
05/25/1960
|
Engineer
|
393.791.320-34
|
Effective Member of the Fiscal Council
(independent)
|
10/16/2020
|
10/16/2020
|
1 year
|
Does not exercise other duties or positions
|
Yes
|
8
|
100%
|
Marcos Paulo Passoni
|
05/24/1974
|
Lawyer
|
121.746.898-63
|
Alternate Member of the Fiscal Council
|
10/16/2020
|
10/16/2020
|
1 year
|
Does not exercise other duties or positions
|
Yes
|
8
|
100%
|
Mauricio Bispo de Souza Dantonio
|
05/25/93
|
Lawyer
|
423.407.348-27
|
Alternate Member of the Fiscal Council
|
10/16/2020
|
10/16/2020
|
1 year
|
Does not exercise other duties or positions
|
Yes
|
-
|
-
|
Ruan Alves Pires
|
10/21/1993
|
Engineer
|
143.957.877-03
|
Alternate Member of the Fiscal Council
(Independent)
|
10/16/2020
|
10/16/2020
|
1 year
|
Does not exercise other duties or positions
|
Yes
|
-
|
-
|
Fabiano Nunes Ferrari – Mr.
Ferrari holds a Law degree from the Catholic University of São Paulo (PUC-SP) and is a partner at Suchodolski Law Firm,
specialized in the fields of Corporate Law, International Law, Foreign Investments, Mergers and Acquisitions and Contracts and
Agreements. In the corporate law area, he has worked in several takeovers of companies and/or assets, due diligences, shareholders’
agreements, joint ventures and corporate restructuring. Formerly a lawyer at the Bryan Cave LLP law firm in New York. Also a member
of the International Bar Association.
73
Ivan Luvisotto Alexandre –
Mr. Alexandre holds a Law degree from the University of São Paulo (USP) and a specialist degree in Accountability applied
to Law from the Getúlio Vargas Foundation in São Paulo (FGV-SP), as well as a specialist degree in Information Technology
Law from the Fundação Getúlio Vargas in São Paulo (FGV-SP). A partner at Suchodolski Law Firm, with
extensive experience in corporate planning and consultancy, M&As, international agreements and transactions, having assisted
Brazilian and foreign companies in structuring their investments in Brazil or abroad. Also the Legal Director of the Brazil-Israel
Chamber of Commerce and Industry since 2010.
Débora de Souza Morsch –
Mrs. Morsch is graduated in Civil Engineering and Administration from Universidade Federal do Rio Grande do Sul (UFRGS). Ms. Morsch
has a specialist degree in Capital Markets from Associação dos Analistas e Profissionais de Investimento do Mercado
de Capitais (Apimec-UFRGS) and in Construction Management from UFRGS. Ms. Morsch is a partner and diretor at Zenith Asset Management
and has been a member of the board of Electro Aço Altona S/A.
Marcos Paulo Passoni –
Mr. Passoni holds a Law degree from Catholic University of São Paulo, and holds a Master’s degree in Diffuse Rights
from Unimes. He is partner at Suchodolski Law Firm, he specializes in the fields of Civil Law and Litigation. He was member of
board of OAB-SP. Also, he is professor of Civil Litigation Procedure in the Superior School of Advocacy.
Mauricio Bispo de Souza Dantonio
– Mauricio Bispo de Souza Dantonio has a law degree from the Pontifical Catholic University of São Paulo,
and a graduate degree in Business Law from the Getúlio Vargas Foundation. He is a lawyer at Suchodolski Advogados, working
in the areas of Corporate Law, contract law and civil litigation.
74
Ruan Alves Pires –
A partner and analyst at Charles River Capital, which manages funds whose aggregate holdings in BrasilAgro exceed 5% of its share
capital. He joined Charles River Capital in 2013, where he was Compliance and Risk Officer, and now works in the stock analysis
area. He has a degree in Mechanical and Automotive Engineering from the Military Engineering Institute (IME).
75
12.7/8 – Structure of the statutory
committees and of the auditing, financial and compensation committees.
This does not apply to 2020’s ASM,
as the election of candidates for the Fiscal Council does not alter the composition of the existing committees.
12.9 - Existence of marital relationship,
stable union or kinship up to 2nd. degree related to officers of the issuer, subsidiaries and controllers.
This does not apply to 2020’s ASM,
as none of the candidates for election to the Fiscal Council has a marital relationship, a civil partnership or a family relationship
up to the 2nd degree of kinship with the management of the issuer, subsidiaries and Controlling Shareholders.
12.10 - Relations of subordination, services
rendering or control between the officers and subsidiaries, controllers and others.
This does not apply to 2020’s ASM,
as none of the candidates for election to the Fiscal Council have relationships of subordination, service provision or control
between management and subsidiaries, controlling shareholders and others.
76
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: September 17, 2020
|
|
|
By:
|
/s/ Gustavo Javier Lopez
|
|
|
Name:
|
Gustavo Javier Lopez
|
|
|
Title:
|
Administrative Officer and
Investor Relations Officer
|
77
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