Due to the nature of BrasilAgro’s business, specially during the harvesting periods, its tax year begins on July 1 of each year and ends on June 30 of the next year. This is a common characteristic among the companies of the farming and cattle raising sector located in Brazil and in the Southern hemisphere because of the climate and planting conditions.
Each of BrasilAgro’s common shares entitles its holder to one vote in resolutions at the Company’s shareholders meetings When its common shares are held by more than one person, a partnership is created and the rights attached are exercised by the representative of the joint-owners. Pursuant to BrasilAgro’s By-laws and its listing agreement with B3, in connection with the listing of the Company’s common shares on the Novo Mercado, BrasilAgro cannot issue shares without voting rights or with restricted voting rights. Holders of the Company’s common shares are entitled to dividends, or other distributions made to shareholders, in proportion to their ownership of outstanding shares. In addition, upon BrasilAgro’s liquidation, the common shares are entitled to return of capital in proportion to their share of the Company’s net worth. BrasilAgro’s shareholders have a general preemptive right to subscribe for shares in a new issuance, but are not required to subscribe shares in any future capital increase.
According to the “Regulamento de Listagem of the Novo Mercado”, the sale of control of the Company, both through a single transaction or successive transactions, must be subject to a suspensive or resolutive condition, i.e., the purchaser will be required to conduct, no later than 90 days, public tender offer to purchase all of its outstanding shares under the same terms and conditions offered to the controlling shareholder selling his shares.
The public tender offer is also required under the following conditions:
- in case of transfer of subscription rights for BrasilAgro’s shares and other securities or rights related to securities convertible into shares resulting in the transfer of control;
- when, if the controlling shareholder is a company, the control of such controlling shareholder is transferred;
- when the person already holding shares acquires the control through a share purchase agreement. In such case, the acquiring shareholder is required to conduct a public tender offer under the same terms and conditions offered to the shareholder selling his shares and compensate the shareholders from whom he/she had purchased the shares traded on the stock exchange in the six months period preceding the transfer of control. The compensation value shall be equal to the difference between the price paid to the controlling shareholder and the price at which shares are being traded on the stock exchange, during this period, dully adjusted.
In the case of control exercised by minority shareholders, the shareholder acquiring control will be required to conduct a public tender offer in case of sale of shares of BrasilAgro’s capital stock assuring the effective power to assume the control over its activities.
The purchaser, where necessary, must take the necessary measures to recompose the minimum 25% of outstanding shares in the market within the subsequent six months.
Controlling shareholder may not transfer its shares nor can we make any transfer registry of these shares until the purchaser signs the “Termo de Anuência of the Regulamento do Novo Mercado” and the “Regulamento da Camara de Arbitragem do Mercado”.
BrasilAgro common shares are held in registered book-entry form, using the book-entry form services of Banco Itaú, as custodian. Transfer of the Company shares is carried out by means of an entry in their books, by debiting the share account of the transferor and crediting the share account of the transferee.
The São Paulo Stock Exchange operates a central and fungible clearing system through the CBLC. A holder of its shares may choose, at its discretion, to participate in these systems and all shares elected to be put into the systems will be deposited in custody with the relevant stock exchange (through a Brazilian institution that is duly authorized to operate by the Central Bank and maintains a clearing account with the relevant stock exchange) Shareholders should keep all register information updated in Banco Itaú (Custodian Bank) in order to have all its rights guaranteed.
Investors who have its banks records updated, whether or not they are a holder of a checking account in Banco Itaú or in other banks, will automatically receive the proceeds in the payment date decided by BrasilAgro, as well as they will be notified through a Payment Warning, which specifies all the information of the event paid. If the investor has no bank information, all payments will be available at Banco Itaú since the beginning of the payment date decided by the Company. In order receive such payments, the investor should find a Banco Itaú Branch in order to withdraw such payment, by furnishing all necessary identification documents together with the Payment Warning, which has been received.
If you need more information or have any questions, please call:
(+55 11) 3003-9285 capitals and metropolitan regions
Service hours are business days from 9:00 a.m. to 6:00 p.m.
All BrasilAgro’s material facts, earnings results and other notices to the market are published simultaneously at CVM/B3/SEC and at the investor relations area of the Company’s website, and sent later by email to persons registered to receive this information.
To receive information by e-mail please register here.
Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in BrasilAgro’s website. Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (www.bmfbovespa.com.br) and at the Securities and Exchange Commission of Brazil – CVM (www.cvm.gov.br).
The Company’s common shares are listed for trading in the B3 under the symbol “AGRO3”. BrasilAgro has entered into an agreement with the B3 to list its common shares on the Novo Mercado.
The Novo Mercado segment was designed for the trading of shares issued by companies voluntarily undertaking to abide by corporate governance practices and disclosure requirements in addition to those already imposed by Brazilian law.
Before contacting a stock brokerage, we suggest that you familiarize yourself with the trading process by reading about it on the B3‘s website. For the benefit of new investors, the São Paulo Securities, Commodities, and Futures Exchange has created a series of online courses (in Portuguese), accessible via the link below:
After completing those courses, the next step is to contact a stock brokerage firm. Stock brokerages and other financial intermediaries employ professionals with specialized knowledge in analysis of the market, sectors and companies. They can help you to determine the right moment to buy and sell certain stocks in order to obtain the best returns.
There are no restrictions on ownership of BrasilAgro’s capital stock by individuals or legal entities domiciled outside Brazil. However, the right to convert dividend payments and proceeds from the sale of common shares into foreign currency and to remit such amounts outside Brazil is subject to restrictions under foreign investment legislation and foreign exchange regulations which generally requires, among other things, that the relevant investment be registered with the Central Bank of Brazil.
Under Resolution # 2,689, foreign investors may invest in almost all financial assets and engage in almost all transactions available to local investors in the Brazilian financial and capital markets, provided that certain requirements are fulfilled. In accordance with Resolution # 2,689, the definition of foreign investors includes individuals, legal entities, mutual funds and other collective investment entities, domiciled or headquartered abroad. Under Resolution # 2,689, a foreign investor must:
- Appoint at least one representative in Brazil, with powers to perform certain duties relating to the investment,
- Complete the appropriate foreign investor registration forms,
- Register as a foreign investor with the CVM, and
- Register its foreign investment with the Central Bank of Brazil.
BrasilAgro has only common shares traded in the B3 S.A. – Bolsa de Valores, Mercadorias e Futuros and in the NYSE – New York Exchange though American Depositary Receipts – ADRs.
The shares, all common, are traded in B3 S.A. with the ticker AGRO3 and in the NYSE with the ticker LND.
All BrasilAgro’s material facts, earnings results and other notices to the market are published simultaneously at CVM/B3 and at the investor relations area of the Company’s website, and sent later by email to persons registered to receive this information.
To receive information by e-mail please register here.
Complete financial statements are published annually on the newspapers “Diário Oficial do Estado de São Paulo” and “Estado de São Paulo”. Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in the investor relations area of BrasilAgro’s website. Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (www.bmfbovespa.com.br) and at the Securities and Exchange Commission of Brazil – CVM (www.cvm.gov.br).
ADR means American Depositary Receipt and is the share receipt of a company outside of the US, issued and under the custody of a North American bank. It is a trading instrument created to make it possible for securities issuers from other countries to follow the North American terms and regulation for securities registration, and to make it easier for the investors in the US to receive dividends. The price of an ADR is generally close to the stock price in its original market, adjusted by the ratio between the ADR and the original share (BrasilAgro’s ratio is 1 ADR = 1 original share). The individual shares represented by an ADR are called American Depositary Shares (ADS).
BrasilAgro has ADRs Level II listed in the NYSE. The Level II ADR program requires the company to fully register according to the Securities Act and also to release all of the information required by the Securities Exchange Act of 1934.
The Brazilian Corporate Law and the Company’s by-laws require the annual distribution to the shareholders of a mandatory dividend, unless the Board of Directors recommends against such distribution due to considerations relating to the Company’s financial condition.
The mandatory dividend is equivalent to a minimum percentage of the BrasilAgro’s prior-year net income, adjusted based on the Brazilian Corporate Law. The by-laws determines a minimum percentage of 25% on the net income determined in the Company’s non-consolidated financial statements, according to the Brazilian Corporate Law.
Due to the nature of BrasilAgro’s business, specially during the harvesting periods, its tax year begins on July 1 and ends on June 30 of each year. This is a common characteristic among the companies of the farming and cattle raising sector located in Brazil and in the Southern hemisphere because of the climate and planting conditions.
The mandatory dividend shall be paid as dividends or interest on own capital, the net withholding income tax of which can be calculated as part of the mandatory dividends and considered as deductible expenses for corporate income tax and social contribution on net income calculation purposes.
BrasilAgro – Companhia Brasileira de Propriedades Agrícolas
Avenida Brigadeiro Faria Lima, 1.309, 5º andar
São Paulo, SP – Brasil 01452-002
Tel: (+55 11) 3035-5350
Tel: (+55 11) 3035-5374
Gustavo Javier Lopez
Investor Relations Officer
Ana Paula Ribeiro Gama
Investor Relations Specialist
Camila Vitória Stankevicius
Investor Relations Analyst