Professional Documents
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This presentation may contain certain forward-looking statements and information relating to
BrasilAgro - Companhia Brasileira de Propriedades Agrícolas (“BrasilAgro” or the “Company”)
that reflect the current views and/or expectations of the Company and its management with
respect to its business plan. Forward-looking statements include, without limitation, any
statement that may predict, forecast, indicate or imply future results, performance or
achievements, and may contain words like “believe”, “anticipate”, “expect”, “envisage”, “will
likely result”, or any other words or phrases of similar meaning. Such statements are subject to
a number of significant risks, uncertainties and assumptions. We caution that a number of
important factors could cause actual results to differ materially from the plans, objectives,
expectations, estimates and intentions expressed in this presentation. In any event, neither the
Company nor any of its affiliates, directors, officers, agents or employees shall be liable before
any third party (including investors) for any investment or business decision made or action
taken in reliance on the information and statements contained in this presentation or for any
consequential, special or similar damages. The Company does not intend to provide eventual
holders of shares with any revised forward-looking statements of analysis of the differences
between any forward-looking statements and actual results.
This presentation and its contents are proprietary information and may not be reproduced or
otherwise disseminated in whole or in part without BrasilAgro‟s prior written consent.
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Introduction to BrasilAgro
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BrasilAgro Business Model
The company has a unique business model that creates value through real state appreciation and agricultural
production
The value creation begins on the farm selection. Generally we seek for properties where we can create value by implementing a more profitable
agricultural activity that can be achieved just by improving the agricultural standards or by changing the agricultural activity;
Improving a farm earnings in order to get it ready to be sold may take some time, but meanwhile it also generates an important operational cash
flow stream;
Once the farm is fully developed and has no more transformation value to be added it is ready to be sold;
Cresud, a founding shareholder of BrasilAgro, has implemented this business model in Argentina with a successful track record for the last 15
years.
Development of
Value Creation
agribusiness
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Founders
Cresud was founded in 1935, went public in Buenos Aires stock exchange
in 1960 and Nasdaq in 1997
One of the largest holders of farmland in Argentina: over 760 thousand ha
in 17 properties located in one of the most fertile areas in the world
Producer of soybean, corn, wheat, sunflower, beef and milk
Value drivers: agricultural activities and complementary rural real estate
operations
Mr. Elie Horn is Chairman of the Board, CEO and controlling shareholder of
Cyrela Brazil Realty S.A. (“Cyrela”)
Cyrela (CYRE3) is one of the most recognized and largest player in Brazil‟s
Mr. Elie Horn
commercial and residential real estate markets
(Cape Town LLC)
Cyrela has built a track record of sound investment and steady growth
Cyrela‟s market cap. of approx. US$5.5 billion(1)
Ticker AGRO3
Tarpon(2),
Cresud
Elie Horn(3)
Know-how Paraná
and Experienced Consultora de
Investimentos S.A. (4)
Management
(1) As of Feb 18th 2010 (Bloomberg) (2) Part of the investment made through Tarpon Agro LLC. (3) Part of the investment made through Cape Town LLC. (4) Controlled by Tarpon BR and Cresud controllers 6
Time Line
Joint Venture with Undisputed leadership in the rural real state scenario with a
IPO (Bovespa – Reserva Nova Buriti
Novo Mercado) Maeda Group farm acquisition proven track record;
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Sector Context
8
Agricultural Farmland Potential in Brazil
Brazil has the potential to more than double its grain area only by converting pastures alone
900 104.9
119.9
750
420
600
15
450 851
84 29
300
78.8
432 417
150 333 304 304
0
Total area Amazon Pantanal Dry land Indian reserve Avaiable land
forestry and Pastures Area with agriculture Raw land¹
conservation
units
SOURCE: Embrapa and FNP /¹ According to our estimates, roughly 70% of total raw land area have to destined to legal reserves and can not be used for agriculture 9
Brazil has excellent natural conditions for agriculture
Climatic Factors
Stable temperature Abundant solar energy
Cerrados (2)
Average monthly temperature (centigrade)
30
25
20
15
10
5
0
-5
-10
Sep Oct Nov Dec Jan Feb Mar Apr Mai Jun Jul Aug
(1) Source: Mapa, Embrapa as cited in Warnken (1999). (2) Cerrados (scrubland region in Brazil's Midwest). 10
-
10.000
12.000
4.000
6.000
2.000
8.000
In R$ / ha
Nov-Dez 2004
Source: FNP
Jan-Fev 2005
Mar-Abr 2005
Mai-Jun 2005
Jul-Ago 2005
Set-Out 2005
Nov-Dec 2005
Jan-Fev 2006
Jan-Feb 2007
Mar-Apr 2007
May-Jun 2007
Jul-Aug 2007
Sep-Oct 2007
Nov-Dec 2007
Jan-Feb 2008
Mar-Apr 2008
May-Jun 2008
Jul-Aug 2008
Sep-Oct 2008
Nov-dec 2008
+7.9%
Average:
LAND APPRECIATION PER REGION
+2.8%
Average:
+8.8%
Average:
+2.8%
Average:
+5.7%
Average:
Scenario – Land Price Evolution in Brazil
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Strategy
12
BrasilAgro Strategy
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Conversion Land Strategy
Forestry
Grains
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Expansion Land Strategy
We are continuously monitoring farmland prices since different market conditions creates different opportunities to
expand our portfolio whether through farms in different development levels or different agricultural type
Future land
1
generation Long Term
value 1
Land bank (cattle -> grains) From 500 to 1,000
North-east properties
2 Mid Term
Cash generation
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BrasilAgro Portfolio vs Soybean Price
BRASILAGRO PORTFOLIO VS SOYBEAN PRICE
In R$ / 60 kg bag, bubble size equivalent to amount involved
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Engenho¹
60 farm
55
Preferência
farm
50
Nova Buriti
45
farm
Alto Taquari
40
Jatobá farm
farm
35 Chaparral
Cremaq farm
farm
30
Engenho Araucária
farm farm
25
São Pedro
farm
20
03/2006 08/2006 01/2007 06/2007 11/2007 04/2008 09/2008
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Projects
Grain Cattle
• Total area: 63,977 ha • Total area: 54,929 ha
• Potential production area: 46,619 ha • Potential production area: 42,199 ha
• Location: Piauí and Bahia • Location: Bahia
• Potentially convert to grains
Sugarcane Forestry
Note: the potential production area includes the commercial agreements and JV „s with Brenco and Maeda Group. 18
Property Portfolio
Total Area Arable Area Acquisition Price Price per Hectare
Properties Location
(ha) (ha) (R$ MM) (R$ thousand)
São Pedro Farm Chapadão do Céu/GO 2.443 1.700 R$ 9,9 R$ 4,1
Cremaq
When fully developed BrasilAgro‟s Cremaq
São Pedro
current portfolio could generate the São Pedro
equivalent of 300 thousand tons Jatobá
Preferência
of soy bean Alto Taquari
Jatobá
Araucária
Alto Taquari
Cachoeira
Araucária
Nova Buriti
Chaparral
Preferência
Nova Buriti
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Grain Project – Cremaq Farm
Cremaq farm 2 years ago: Cremaq farm today:
19.500 ha in native vegetation 16,000 ha with grains (soybean, corn and rice)
3.000 ha with grains 216 Km of roads, of which 37 km of gravel roads
5 employee‟s house (practically destroyed) (suitable for heavy weight trucks)
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Grain Project – Jatobá Farm
Jatobá farm 2 years ago: Jatobá farm today:
24.600 ha of total arable area corresponding to 6,000 8,500 ha with grains (soybean)
ha of native vegetation and 18,600 of harvested forest
The existing infra-structure was completely reformed
Few practically destroyed buildings or rebuilt: 1 office, 1 supply warehouse, 1 outsourced
employee‟s house, 1 technical house and 1 lunch room
1 truck size scale
4 BrasilAgro‟s and 200 outsourced direct employees
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Sugarcane Project
São Pedro Farm, Alto Taquari Farm and Araucária Farm
12,427 ha (the total arable area) with soybean, corn and sugarcane
22
Cattle / Grain Project – Chaparral Farm
Chaparral farm 1 years ago: Chaparral farm today:
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Cattle / Grain Project – Preferência Farm
Preferência Farm
Location: Barreiras/BA
Total area : 17,800 ha
Potential production area : 14,199 ha
MA
CE
RN
PB
PI
PE
AL
TO
SE
BA
GO
MG
Chaparral
Preferência
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Forestry Project
Nova Buriti Farm
Location: Januária/MG
Total area : 24,185 ha
Potential production area : 19,935 ha
BA
GO
MG
ES
SP
RJ
PR
Nova Buriti
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Deloitte appraisal on BrasilAgro portfolio
250
224 41 ESTIMATED POTENCIAL
DISBURSEMENT UPSIDE
200
70
63 152
150
24
100 89
50
0
Cash - begining of the (-) Net debt - farms (-) Development capex (-) Sugarcane and Net Cash (+/-) Net Cash - end of the period
period acquisition/sale eucalyptus capex Interest/Operating cash
flow
As of February, 2010
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Commercial Agreements, Joint Venture
and Corporate Structure
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Commercial Agreements and JV
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Corporate Structure
The corporate structure approved by the Board of Directors is similar to that adopted by most of the real-
estate companies in the country
100% BrasilAgro 100% BrasilAgro 100% BrasilAgro 90% BrasilAgro 75% BrasilAgro 40.64% 100% 100% 100%
Cremaq Farm Jatobá Farm Operator Jatobá BrasilAgro BrasilAgro BrasilAgro BrasilAgro
Farm Araucária Farm Alto Taquari Chaparral
São Pedro Farm Farm
BRENCO
Farm Preferência
Farm
3,8% Green
Ethanol LLC
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BrasilAgro‟s Management Track Record
Board Previous Experience Current role at BrasilAgro
Pedro de Andrade Faria Founder and Managing Partner of Tarpon Chairman of the Board
Alejandro Elsztain Board Member and CEO of Cresud, APSA and VP of IRSA Vice Chairman of the Board
Elie Horn Chairman and CEO of Cyrela Board Member
Eduardo Elsztain Chairman of Cresud, IRSA and APSA Board Member
José Carlos Magalhães Founder and Managing Partner of Tarpon Board Member
Saul Zang Vice Chairman of IRSA, Cresud and APSA Board Member
Murilo Passos Former CEO of Suzano Papel e Celulose Independent Board Member
João de Almeida Sampaio São Paulo State Secretary for Agriculture and Supply Independent Board Member
Robert Gibbins Founder and Managing Partner of Autonomy Capital Independent Board Member
Julio Toledo Piza Former Associate Principal of Mckinsey and Company CEO and IR Officer
Gustavo Javier Lopez Former Planning Manager of Cresud CAO
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BrasilAgro‟s Management Track Record
Installation of the Fiscal Council with 1 member appointed by the minority shareholders
Partner at Castro, Barros, Sobral, Gomes Advogados, specializing in the area of Sitting member elected by the controlling
Renato Pereira Stetner
Corporate Law shareholder
Lawyer and consultant specializing in corporate and capital market law at Fialdine, Sitting member elected by the minority
Anthonny Dias dos Santos
Penna and Tilkian Advogados shareholder
Associate at Castro, Barros, Sobral, Gomes Advogados, specializing in mergers and Alternate member elected by the
Tiago Franco da Silva Gomes
acquisitions, corporate restructurings and commercial agreements controlling shareholder
Partner at Stamm & Stamm Consultoria Empresarial Ltda and a member of the IBGC Alternate member elected by the
Flávio Stamm
(Brazilian Institute of Corporate Governance) controlling shareholder
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Incentive mechanisms aligned with minority shareholders
Founding Shareholders were granted, proportionally to their pre-IPO ownership, two series of
warrants
1st Series - Stock Based Remuneration 2nd Series - “Anti Take Over Protection”
Size 20% of shares outstanding on a fully diluted basis 20% of shares outstanding on a fully diluted basis
Weighted average price of capital injections, At the price of Offer, in case of a mandatory tender
Strike price
adjusted by IPCA offer
In the event that additional capital is issued, the In the event that additional capital is issued, the
Anti-dilution underlying amount of shares will be adjusted to reflect underlying amount of shares will be adjusted to reflect
protection 20% of shares outstanding, on a fully diluted basis 20% of shares outstanding, on a fully-diluted basis
1/3 in year one, 1/3 in year two and 1/3 in year three,
Vesting provided the founders maintain 80% of the initial No vesting
period ownership in BrasilAgro
Compensation
Management fee: 1% of paid in capital (adjusted by IPCA), excluding capitalized profits (1) (2)
Termination Termination fee: R$4.3 million (approx. US$2,6 million), in the event of termination without cause
and
penalty clause No termination fee in case of willful misconduct or gross negligence
(1) 1% Management fee will be applied only to capital raised, either through a private or a public capital increase.
(2) In case BrasilAgro issues additional capital, the management fee will equal the original management fee adjusted by IPCA + 1% of capital raised.
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Contacts
www.brasil-agro.com www.brasil-agro.com
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