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 27,
2021
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
Message from Management
São Paulo, September 27th, 2021.
Dear Shareholders,
In the light of the Call Notice published on September 27th, 2021,
in reference to the Annual and Extraordinary Shareholders’ Meeting
(“Meeting”), we would like to underscore the importance of
your participation in said meeting, to be held using an online-only
format, on October 27th, 2021, at 2 p.m., on first notice, in order
to resolve on the following Agenda:
1. Annual Meeting:
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 related to the social year ended on
June 30th, 2021, including the Independent Auditors’ opinion and
the Fiscal Council Report.
1.2. To resolve on the allocation of the net income reported for
the year ended on June 30th, 2021, and the relevant distribution of
dividends.
1.3. To resolve on the determination of the number of the members
to comprise the Company’s Board of Directors, pursuant to the
Company’s Bylaws, as well as on the election of the members
(sitting members and alternates) of the Board of Directors.
1.4. To establish the Company’s management annual overall
compensation for the year initiated on July 1st, 2021.
1.5. 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 Law No.
6.404/76 (“LSA”) shall not be less, for each member, than ten
percent (10%) of the average compensation assigned to the Company’s
executive officers.
2. Extraordinary Meeting:
2.1. To decide on the amendment of Article 6 of the Company’s
Bylaws and its consolidation, in order to reflect the capital
increases approved by the Board of Directors at meetings held on
February 3, 2021 and May 14, 2021.
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).
If you have any questions or concerns, please contact the Investor
Relations Department by phone (55-11) 3035-5350 or by e-mail
ri@brasil-agro.com.
|
André Guillaumon
Chief Executive Officer
|
Gustavo Javier Lopez
Investor Relations Officer
|
|
Eduardo S. Elsztain
Chairman of the Board of Directors
|
Guidelines on
Participation in Annual and
Extraordinary Shareholders’ Meeting
Shareholders’ participation in the Company’s Shareholders’ Meeting
is of utmost importance.
The holding of the Annual Shareholders’ Meeting, on first notice,
will require the presence of at least one quarter (1/4) of the
Company’s capital stock. For the Extraordinary Shareholders’
Meeting to discuss the proposed amendments to the Bylaws, on first
notice as well, will require the presence of at least two thirds
(2/3) of the Company’s capital stock, based on the legislation in
force.
If these quorums are not reached, the Company will publish a new
Call Notice announcing a new date for holding the Meetings 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
representative’s 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 25, 2021 at 2 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:
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;
(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 in the Company’s Meeting 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 participate in the Company’s Meeting
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, at least 48 hours
(forty-eight hours) prior the date and time of the meeting - that
is, by 2:00 pm on October 25th, 2021.
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 Company’s Meeting 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).
In addition, the Company requests such shareholders to access the
Zoom platform at least 30 (thirty) minutes prior to the scheduled
time of the Company’s Meeting 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 Company’s Meeting 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
Company’s Meeting 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 26, 2021, he/she shall contact the
Company by telephone at +55 (11) 3035-5350, by no later than 10:00
a.m. on October 27, 2021, 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.
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.
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 20, 2021, 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.
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 20, 2021 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 27, 2021. Any distance voting forms received
by the Company after this date will be disregarded.
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 27th, 2021, as follows:
1. Annual Meeting:
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, 2021, 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, 2021.
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, 2021, as follows:
| |
|
R$ |
|
| Net
Income for the Year |
|
|
317,645,745.14 |
|
| (-) Legal Reserve (5%) |
|
|
(15,882,287.26 |
) |
| Adjusted Net
Income |
|
|
301,763,457.88 |
|
| (-) Compulsory Dividends - 25% of the
adjusted net income |
|
|
(75,440,864.47 |
) |
| (-) Proposed Additional Dividends |
|
|
(184,559,135.53 |
) |
| Proposed
Dividends |
|
|
(260,000,000.00 |
) |
| Reserve for
Investment and Expansion |
|
|
41,763,457.88 |
|
LEGAL RESERVE: Pursuant to article 193 of Law 6,404/76, five
per cent (5%) of Net Income, in the amount of R$ 15,882,287.26
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$ 260,000,000.00, corresponding to R$ 2. 621181215 per
share, excluding treasury shares, on 06.30.2021. 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 06.30.2021 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$
41,763,457.88, 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.
1.3. Determination of the number of the members to comprise the
Company’s Board of Directors, pursuant to the Company’s Bylaws, as
well as on the election of the members (sitting members and
alternates) of the Board of Directors
BrasilAgro’s Management recommends that the Board of Directors be
comprised of 9 (nine) members and that its shareholders vote for:
(iiiii) re-election of Mr. Eduardo S. Elsztain, Mr. Alejandro G.
Elsztain, Mr. Saul Zang, Mr. Carlos Blousson, Mr. Alejandro
Casaretto, Mr. João de Almeida Sampaio Filho, Mr. Isaac Selim
Sutton and Mr. Bruno Magalhães to the positions of sitting members
of the Board of Directors; and (ii) election of Mr. Efraim Horn, to
the positions of sitting members of the Board of Directors
(replacing, Camilo Marcantonio); (iii) the re-election of Carolina
Zang and Gastón Armando Lernoud to the positions of first and
second alternate members of the Board of Directors, respectively,
solely in the case of a vacancy in the position of a
Non-Independent member of the Board of Directors, it being
understood that, in the event of a first vacancy in the position of
any Non-Independent member of the Board of Directors, the first
alternate, shall occupy the position; and (iv) re-election of Mr.
Ricardo de Santos Freitas to the position of alternate member of
the Board of Directors, to be sworn in the event of vacancy of a
member of the Board of Directors and exclusively in the exclusive
case of vacancy of the position of Independent Member, and always
for the term of office of the Independent Director to be
substituted.
1.4. 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, 2021, 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 21/22 fiscal year,
as approved by BrasilAgro’s Management, corresponds to the same
amount of the annual global compensation approved on the last
fiscal year.
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.
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 27th, 2021, 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).
2. Extraordinary Meeting:
2.1 Amendment to Article 6 of the Bylaws
The Management of BrasilAgro recommends that its shareholders vote
in favor of the amendments of the “caput” of Article 6 of the
Company’s Bylaws, in order to reflect the capital increases
approved at the meetings of the Board of Directors held on February
3, 2021 and May 14, 2021.
For more information, see Annex V, which highlights the proposed
amendments and a report detailing the justification of the
proposed.
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
27th, 2021.
Annex I – Proposed amendments and report detailing the
origin and justification for the proposed amendments and analyzing
its legal and economic effects.
It is available at the Company’s site (www.brasil-agro.com), B3
S.A. – Brasil, Bolsa, Balcão (www.b3.com.br) and at CVM site
(www.cvm.gov.br) the Form of Standardized Financial Statements,
comprising:
|
● |
Independent Auditors’
Report |
Annex I
Amendments to the Company’s
Bylaws
|
PREVIOUS
VERSION |
|
AMENDED
VERSION |
|
JUSTIFICATION |
|
Article 6 – The Company’s subscribed and paid share capital
is R$ 699.810.576,79 (six hundred and ninety-nine million,
eight hundred and ten thousand, five hundred and seventy-six reais
and seventy-nine cents) divided into 62.104.301(sixty-two
million, one hundred and four thousand, three hundred and one)
common shares with no face value.
|
|
Article 6 – The Company’s subscribed and paid share capital
is R$ 1.587.984.600,71 (one billion, five hundred and
eighty-seven million, nine hundred and eighty-four thousand and six
hundred reais and seventy-one cents) divided into
102.377.008 (one hundred and two million, three hundred and
seventy-seven thousand and eight) common shares with no face
value.
|
|
Update
Article 6 to reflect the Company’s capital stock increase approved
at the Board of Directors’ meetings held on February 3, 2021 and
May 14, 2021. |
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
27, 2021 |
By: |
/s/ Gustavo Javier Lopez |
| |
|
Name: |
Gustavo Javier Lopez |
| |
|
Title: |
Administrative Officer and
Investor Relations Officer
|
17
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