LAND3

Terra Santa Propriedades Agrícolas S.A. is a Brazilian publicly traded company, with common shares listed on B3 under the ticker LAND3. The company was created in 2021 from a corporate reorganization conducted by SLC Agrícola Centro Oeste S.A., the successor of the former Terra Santa Agro S.A., with the aim of segregating the rural real estate assets from the former operating group. Following this reorganization, Terra Santa Propriedades Agrícolas was consolidated as a rural real estate company specializing in the management of a portfolio of farms geared toward general agricultural production, operating through long-term lease agreements. On November 30, 2022, the company carried out a corporate restructuring that included the merger of TS Brasil S.A. and the contribution of assets (bare land, improvements, machinery, and equipment) to wholly owned subsidiaries, with the goal of optimizing its capital structure, management, and asset allocation.

Terra Santa Propriedades Agrícolas’ business model is centered on the management and economic exploitation of rural real estate assets, focusing on maximizing efficiency and the appreciation of its properties. The company operates predominantly through the operating lease of its land and improvements to third parties, without directly engaging in agricultural production. As of December 31, 2024, its operations covered approximately 39,089 hectares of usable area, including structures such as warehouses, housing facilities, storage units, cotton gins, and other physical additions, exploited mainly through a 25-year lease agreement with SLC Agrícola Centro Oeste S.A. All operating revenue originates from this single rural leasing segment, supplemented, through August 2024, by revenue from sustainable forest management in specific areas of its farms.

The company’s activities are organized into three main fronts: leasing of rural properties, potential acquisition and development of new areas, and, until 2024, sustainable forest management. Land leasing is the core of the business, with generally long-term contracts, above the legal minimum of three years, structured to capture the cash generation per hectare of the agricultural areas. Terra Santa Propriedades Agrícolas also selectively evaluates the purchase of new areas in different regions of Brazil, seeking properties with high agricultural productivity and an attractive cap rate, combining land price and lease value. Sustainable forest management, whose licenses were terminated in 2024, was carried out in areas of the Terra Santa and Iporanga farms, focusing on the extraction of native timber under reduced-impact logging techniques, maintaining the forest structure and the ongoing economic use of resources.

Terra Santa Propriedades Agrícolas’ asset portfolio is concentrated in the state of Mato Grosso, a leading region in Brazil for soybean, corn, and cotton production. Key properties under management include Fazenda São Francisco in Diamantino; Fazenda Mãe Margarida in Santa Rita do Trivelato; Fazenda Ribeiro do Céu in Nova Mutum; Fazenda Terra Santa in Tabaporã; Fazenda São José in Campo Novo dos Parecis; and Fazenda Iporanga in Nova Maringá. These areas total tens of thousands of hectares, including both arable land and legal reserves, permanent preservation areas, and environmental protection areas. Fazenda Iporanga, for example, has more than seven thousand hectares allocated to APP, legal reserve, and permanent preservation, illustrating the coexistence of rural real estate exploitation with environmental obligations typical of large agricultural properties in the Legal Amazon and transitional Cerrado regions.

From a commercial and revenue concentration standpoint, the company shows a high dependence on a single customer. SLC Agrícola Centro Oeste S.A. accounts for more than 98% of net sales revenue for fiscal year 2024, through the lease of land and improvements. This characteristic reflects the nature of the business, based on long-term contracts with major agricultural operators, and makes any short-term customer diversification irrelevant for segment analysis purposes. There is no relevant operational segmentation beyond rural leasing, and all net income stems from this single segment. The company has no revenue abroad, with all its cash generation tied entirely to the Brazilian agricultural land market.

Terra Santa Propriedades Agrícolas’ activities fall under a regulatory framework heavily influenced by environmental and land-use legislation in Brazil. Its properties are subject to legal reserve and permanent preservation area rules established by the Forest Code, which sets minimum native vegetation coverage percentages according to the biome and whether the property is located in the Legal Amazon or in transition areas with the Cerrado. In addition, operations that are potentially polluting or that may cause environmental degradation require prior licensing from the relevant environmental agencies, such as IBAMA at the federal level or the Mato Grosso State Department of the Environment (SEMA-MT) at the state level. The company states that it holds or is in the process of obtaining the licenses necessary for its activities, including licenses related to alternative land use, forest management, and groundwater abstraction, in compliance with the National Water Resources Policy and water-use concession requirements.

In environmental terms, risk management includes attention to contaminated areas, environmental liabilities, and any remediation obligations, given that environmental civil liability in Brazil is strict and may be joint and several among different parties involved. Terra Santa Propriedades Agrícolas reports that it conducts environmental due diligence before acquiring properties, mapping liabilities and defining action plans when necessary. Although it does not publish a greenhouse gas emissions inventory or an annual sustainability report, the company highlights the adoption of practices such as maintaining preservation areas above the legal minimum, investing in process improvements and reductions in social and environmental impacts, as well as complying with legal requirements and local customs in the regions where it operates. The termination in 2024 of forest management licenses at the Terra Santa and Iporanga farms marks a change in the scope of activities, with an even stronger focus on its core rural real estate business.

On the social and governance front, Terra Santa Propriedades Agrícolas is structured with a set of formal governance bodies, including a Board of Directors, Fiscal Council, Statutory Audit Committee, Legal Affairs Committee, Strategic and Financial Committee, and Executive Board, in addition to a risk management and internal controls structure. The company is a member of the UN Global Compact, committing to principles related to human rights, labor, environment, and anti-corruption, and has joined voluntary movements such as “Transparência 100%” and “Elas Lideram,” aimed at integrity and the promotion of female leadership. The company highlights the significant presence of women in management positions and in its governance bodies, as well as its efforts to promote diversity in terms of gender, origin, color, race, and age group. In 2024, it hired a specialized consultancy to conduct a comprehensive ESG assessment and develop a materiality matrix, with the goal of aligning sustainability management with corporate strategy and long-term value creation.

Terra Santa Propriedades Agrícolas’ position as a rural real estate company listed on B3, through LAND3 shares, places the business in a specific niche of the Brazilian capital market, focused on monetizing agricultural land assets in a historically fragmented property market. The company emphasizes that its main financial return driver is the appreciation of rural properties combined with lease income, within a strategy of mapping land throughout the country, the potential acquisition of new areas with agricultural potential, and, when appropriate, the selective sale of already developed farms. This combination of active portfolio management, long-term lease contracts, and exposure to the dynamics of Brazilian agribusiness characterizes the economic and operational profile of Terra Santa Propriedades Agrícolas in the context of the Brazilian stock exchange.