Exhibit 99.2

 

 

 

2 Highly confidencial and trade secret Disclaimer The contents of any website mentioned or hyperlinked in this presentation are for informational purposes and the contents thereof are not part of or incorporated into this presentation . Certain statements made in this presentation are “forward - looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 . Forward - looking statements may be identified by the use of words such as “aims,” “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters . These forward - looking statements include, but are not limited to, statements regarding the expectations regarding the growth of Lavoro's business and its ability to realize expected results, grow revenue from existing customers, and consummate acquisitions ; opportunities, trends, and developments in the agricultural input industry, including with respect to future financial performance in the industry . These forward - looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability . Actual events and circumstances are difficult or impossible to predict and will differ from assumptions . Many actual events and circumstances are beyond the control of Lavoro . These forward - looking statements are subject to a number of risks and uncertainties, including but not limited to, the outcome of any legal proceedings that may be instituted against Lavoro related to the business combination agreement or the transaction ; the ability to maintain the listing of Lavoro's securities on Nasdaq ; the price of Lavoro's securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which Lavoro operates, variations in operating performance across competitors, changes in laws and regulations affecting Lavoro's business ; Lavoro's inability to meet or exceed its financial projections and changes in the consolidated capital structure ; changes in general economic conditions, including as a result of the COVID - 19 pandemic ; the ability to implement business plans, forecasts, and other expectations, changes in domestic and foreign business, market, financial, political and legal conditions ; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries ; costs related to the business combination and being a public company and other risks and uncertainties indicated from time to time in the proxy statement/prospectus filed by Lavoro relating to the business combination or in the future, including those under “Risk Factors” therein, and in Lavoro's other filings with the SEC . If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward - looking statements . There may be additional risks that Lavoro currently believes are immaterial that could also cause actual results to differ from those contained in the forward - looking statements . In addition, forward - looking statements reflect Lavoro's expectations, plans, or forecasts of future events and views as of the date of this presentation . Lavoro anticipates that subsequent events and developments will cause Lavoro's assessments to change . However, while Lavoro may elect to update these forward - looking statements at some point in the future, Lavoro specifically disclaims any obligation to do so . These forward - looking statements should not be relied upon as representing Lavoro's assessments as of any date subsequent to the date of this presentation . Accordingly, undue reliance should not be placed upon the forward - looking statements . We have prepared this presentation solely for informational purposes . The information in this presentation does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for, underwrite or otherwise acquire, any of our securities or securities of our subsidiaries or affiliates, not should it or any part of it form the basis of, or be relied on, in connection with any contract to purchase or subscribe for any of our securities or securities of any of our subsidiaries or affiliates, nor shall it or any part of it form the basis of, or be relied on, in connection with any contract or commitment whatsoever . This presentation also includes certain non - GAAP financial information . We believe that such information is meaningful and useful in understanding the activities and business metrics of our operations . We also believe that these non - GAAP financial measures reflect an additional way of viewing aspects of our business that, when viewed with our International Financial Reporting Standards (“IFRS”) results, as issued by the International Accounting Standards Board, provide a more complete understanding of factors and trends affecting our business . Further, investors regularly rely on non - GAAP financial measures to assess operating performance and such measures may highlight trends in our business that may not otherwise be apparent when relying on financial measures calculated in accordance with IFRS . We also believe that certain non - GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of public companies in our industry, many of which present these measures when reporting their results . The non - GAAP financial information is presented for informational purposes and to enhance understanding of the IFRS financial statements . The non - GAAP measures should be considered in addition to results prepared in accordance with IFRS, but not as a substitute for, or superior to, IFRS results . As other companies may determine or calculate this non - GAAP financial information differently, the usefulness of these measures for comparative purposes is limited . A reconciliation of such non - GAAP financial measures to the nearest GAAP measure is included in this presentation .

 

 

3Q23 and 9M23 Earnings Call June 1, 2023

 

 

4 Highly confidencial and trade secret CEO Remarks Brazil Market Fundamentals ▪ Farmers income remains strong, a key positive driver for ag inputs demand ▪ Current ag input sales bookings for the upcoming crop season marginally lower compared to corresponding period last year, as farmers exercise caution due to the fluctuating pricing dynamics of inputs Business Performance ▪ 3Q23 revenue and gross margins negatively impacted y/y by modest timing shift in favor of 1H, lower Colombian Peso, and lower crop protection and fertilizer input prices ▪ Consolidated YTD FY3Q23 revenue of +25% y/y, driven both by strong retail and Crop Care performance, consistent with our organic growth plans Strategic Updates ▪ Successful acquisition of Cromo Química , further strengthening Crop Care’s portfolio ▪ Launched new tailored agricultural insurance solutions via a strategic partnership ▪ Closing of previously - announced NS Agro delayed to FY24

 

 

5 Highly confidencial and trade secret Lavoro (1) As of December 2022 (2) In constant currency at USD/BRL 5.11; (3) Some signed MOUs are non - binding. The first Latin American agricultural inputs distributor listed in the USA. Brazil Paraguay Uruguay Chile Peru Colombia Presence in Brazilian states Countries with presence Near - term entry Multiple Cultures Complete Portfolio Service Offer Vertically Integrated Digital 3 countries countries 29 Completed acquisitions 8 Companies in pipeline (MOUs signed) 3 M&A Ag Inputs Distribution in Brazil and LatAm Own portfolio of Private Label Inputs Business Segments #1 Ag inputs retailer in Brazil 1,000+ RTVs ¹ 72,000+ Farmers ¹ 210+ Stores ¹ ~150M Acres covered in LatAm Scale 69% Revenue CAGR FY20 - FY22 2 For illustrative purposes only, Lavoro has translated its amounts in reais to U.S. dollars. The average exchange rate for the th ird quarter of 2023 (January to March 2023) was R$ 5.193421389 to BRL1.00, and for the third quarter of 2022 (January to Marc h 2 022) it was 5.226428125 to BRL1.00. The exchange rate for the six months ended on December 31, 2022, was 5.27975 to BRL1.00, based on the FX rate on that date. The exchange rate for t he six months ended on December 31, 2021, was R$ 5.57000 to BRL1.00, based on the FX rate on that date. Source: Refinitiv. Lavoro follows the crop year, as the 3Q 23 is the period between Jan23 and Mar23 and 3Q 22 is the period between Jan22 and Ma r22 . 9M22 comprehends the period between Jul21 to Mar21 and 9M23 comprehends the period between Jul22 to Mar23.

 

 

6 Highly confidencial and trade secret Paraná (West) Market Outlook - Brazil Grain Production ( million tons) Farmers’ Income – Soybeans + Winter Crop (R$/ha) Soybean 127,402 140,955 129,535 155,490 161,680 1 2 3 4 5 21/22 20/21 19/20 23/24e 22/23e +5% Corn +10% 21/22 20/21 19/20 23/24e 22/23e 27.347 29.881 109.401 127.062 26.375 77.328 25.994 92.185 33.335 97.181 118.179 104.675 87.858 61.483 142.736 1st Crop Winter Crop Mato Grosso (Center - North) Paraná (West) 13 14 13 17 13 20 26 26 17 15 6 4 8 21 21 17 16 24 19 2 41 43 33 13 19/20 - 1 14/15 15/16 16/17 17/18 18/19 20/21 21/22 22/23e 23/24e Corn Soybean 15 21 21 47 38 Soybeans bags/ha 19 17 19 22 5 25 28 20 16 19 20 23 8 9 21 32 12 - 10 18 22 40 33 41 30 57 Corn Soybean 39 40 27 11 25 19/20 14/15 15/16 16/17 17/18 18/19 20/21 21/22 22/23e 23/24e Key Takeaways Source: Agroconsult May/23 Increase in grain production for the 22/23 crop season. Soybean production stands out with the highest growth (+20%), followed by Corn (+8%) Soybean: Good yields in virtually all regions, positively impacted by favorable weather conditions during crop development Corn: Excellent conditions in developing crops consolidate the forecast for a record harvest Farmer’s income: Grain prices under pressure being offset by reducing input prices, 'balancing' levels of barter exchange rate and farmers’ profitability. Corn continues to increase its relevance for farmers’ annual income. +20% +8%

 

 

7 Highly confidencial and trade secret Financial Summary Revenue Gross Profit and margin % In m illion US$ Adj. EBITDA and Adj. EBITDA margin% - 2.6% Adj. Profit and Adj Profit margin% 499,347 486,414 3Q22 3Q23 84,812 71,898 3Q22 3Q23 17.0% 14.8% - 15.2% 44,671 25,224 3Q22 3Q23 - 43.5% 8.9% 5.2% 15,076 (7,320) 3Q22 3Q23 - 148.6% 3.0% - 1.5% 25.3% 1,220,133 1,529,300 9M22 9M23 210,501 285,037 9M22 9M23 17.3% 18.6% 35.4% 42,683 45,969 9M22 9M23 7.7% 3.5% 3.0% 107,594 147,923 9M22 9M23 8.8% 9.7% 37.5% Revenue decreased by 3% vs 3Q22 due to currency devaluation in Colombia (~ - $10 M) and sales timing shift to 1H23. Strong 25% growth on a YTD basis Gross Profit decreased by 15% in 3Q23 due to the revenue reduction and margin decrease (Crop Care’s sales phasing + lower margins from herbicides). On a YTD basis, 1.3 p.p. margin expansion Adjusted EBITDA decreased to $25.2 million, reflecting the input sales phasing and operating expenses investments aligned with Lavoro’s growth plan strategy. On a YTD basis, Adjusted EBITDA increased by 38% Adjusted Profit was impacted by higher financing expenses, as a result of the M&A activities, and market interest rates increase Key Takeaways 3Q23 vs. 3Q22 9M23 vs. 9M22 Note: (1) For illustrative purposes only, Lavoro has translated its amounts in reais to U.S. dollars. The average exchange ra te for the third quarter of 2023 (January to March 2023) was R$ 5.193421389 to BRL1.00, and for the third quarter of 2022 (January to March 2022) it was 5.226428125 to BRL1.00. The exchange rate for the six months ended on December 31, 202 2, was 5.27975 to BRL1.00, based on the FX rate on that date. The exchange rate for the six months ended on December 31, 2021, was R$ 5.57000 to BRL1.00, based on the FX rate on that date. Source: Refinitiv. Note (2) Lavoro follows the crop year, as the 3Q 23 is the period between Jan23 and Mar23 and 3Q 22 is the period between Jan 22 and Mar22. 9M22 comprehends the period between Jul21 to Mar22 and 9M23 comprehends the period between Jul22 to Mar23.

 

 

8 Highly confidencial and trade secret 1 2 1,130 1,448 90 82 9M22 9M23 Grains Inputs 441 432 59 54 3Q22 3Q23 Grains Inputs 13% ( 156 ) 4% ( 49 ) 85% ( 1.035 ) - 2% ( - 20 ) 1,529 1,220 Revenue by Segment 25.3% 1 2 4% (20 ) 87% (432 ) 10% (48 ) 11% ( 55 ) 3Q23 - 1% ( - 7 ) 4% ( 17 ) 88% (427 ) - 1% ( - 5 ) 3Q22 486 499 Crop Care Latam Brazil Intercompany - 2.6 % Crop Care Latam Brazil Intercompany 88% 11% 12% 89% 500 - 2.6 % 486 93% 5% 7% 95% 1,220 25.3 % 1,529 Consolidated revenue declined by 2.6% to $486 million in 3Q23, driven by: I. Currency devaluation in Colombia, which had a negative impact ($10 million) II. Biological inputs sales from Crop Care that were brought forward to the end of 1H23 III. Reduced prices from herbicides and fertilizers impacting Brazil and LatAm Consolidated revenue in 9M23 showed growth of 25.3%, with expansion across all segments Crop Care stands out with a remarkable year - on - year increase of 125% Key Takeaways 9M23 9M22 7% ( 110 ) 85% ( 1.305 ) 11% ( 171 ) - 4% ( - 57 ) In m illion US$ 3Q23 vs. 3Q22 9M23 vs. 9M22 Note: (1) For illustrative purposes only, Lavoro has translated its amounts in reais to U.S. dollars. The average exchange ra te for the third quarter of 2023 (January to March 2023) was R$ 5.193421389 to BRL1.00, and for the third quarter of 2022 (January to March 2022) it was 5.226428125 to BRL1.00. The exchange rate for the six months ended on December 31, 202 2, was 5.27975 to BRL1.00, based on the FX rate on that date. The exchange rate for the six months ended on December 31, 2021, was R$ 5.57000 to BRL1.00, based on the FX rate on that date. Source: Refinitiv. Note (2) Lavoro follows the crop year, as the 3Q 23 is the period between Jan23 and Mar23 and 3Q 22 is the period between Jan 22 and Mar22. 9M22 comprehends the period between Jul21 to Mar22 and 9M23 comprehends the period between Jul22 to Mar23.

 

 

9 Highly confidencial and trade secret Gross Profit and Gross Margin % 1 2 7 68 8 8 3Q23 2 3 88% (427 ) 5 3Q22 72 85 Crop Care Latam Brazil Intercompany - 15.2 % Gross Profit Gross Margin % 52 1 2 18 167 29 26 9M23 0 46 88% (427 ) - 9 9M22 285 211 Crop Care Latam Brazil Intercompany 35.4 % 220 Brazil Latam Crop Care Gross profit declined by 15.2% to $71.9 million in 3Q23, while gross margin decreased by 2.2 percentage points to 14.8%, chiefly driven by: I. lower mix of Crop Care on the consolidated basis II. lower margins from fertilizers and herbicides (e.g. glyphosate). To mitigate the impacts, the Company is in negotiations with suppliers regarding the volume of herbicides already acquired (mainly sold). III. Margins benefited from the increase in specialties on the mix of inputs sold, a segment with a high - margin contribution Gross profit for 9M23 increased by 35.4%, with gross margin rising by 1.4 percentage points. Crop Care gross margin expanded to 46.8% 13.9% 15.8% 3Q23 3Q23 9.7% 1.9 p.p. 15.8% 12.1% 3Q23 3Q23 - 3.7 p.p. 33.7% 46.8% 3Q23 3Q23 13.0 p.p. 16.3% 16.7% 9M22 9M23 0.3 p.p. 16.2% 16.8% 9M23 9M22 0.7 p.p. 35.9% 41.5% 9M22 9M23 5.6 p.p. 17.0% Key Takeaways Brazil Latam Crop Care 14.8% 17.3% 18.6% In m illion US$ 3Q23 vs. 3Q22 9M23 vs. 9M22 Note: (1) For illustrative purposes only, Lavoro has translated its amounts in reais to U.S. dollars. The average exchange ra te for the third quarter of 2023 (January to March 2023) was R$ 5.193421389 to BRL1.00, and for the third quarter of 2022 (January to March 2022) it was 5.226428125 to BRL1.00. The exchange rate for the six months ended on December 31, 202 2, was 5.27975 to BRL1.00, based on the FX rate on that date. The exchange rate for the six months ended on December 31, 2021, was R$ 5.57000 to BRL1.00, based on the FX rate on that date. Source: Refinitiv. Note (2) Lavoro follows the crop year, as the 3Q 23 is the period between Jan23 and Mar23 and 3Q 22 is the period between Jan 22 and Mar22. 9M22 comprehends the period between Jul21 to Mar22 and 9M23 comprehends the period between Jul22 to Mar23.

 

 

10 Highly confidencial and trade secret Guidance Full Fiscal Year 2023 Pro forma Guidance 1,2 Full Year Fiscal 2023 (in US$ million ) Pro forma Revenue 1,990 ≤ ∆ ≤ 2,130 Pro forma Adjusted EBITDA 172 ≤ ∆ ≤ 178 Pro forma Adjusted EBITDA Margin % 8.4% ≤ ∆ ≤ 8.6% Concept : • Pro forma performance of the Company for FY23 including the full year impact from closed acquisitions • Cromo Química and Referência Agroinsumos acquisitions ’ full year results Represents the original guidance ( $ 210 M of Adjusted EBITDA) adjusted to reflect the postponement of the NS Agro transaction In m illion US$ Note: (1) For illustrative purposes only, Lavoro has translated its amounts in reais to U.S. dollars. The average exchange ra te for the third quarter of 2023 (January to March 2023) was R$ 5.193421389 to BRL1.00, and for the third quarter of 2022 (January to March 2022) it was 5.226428125 to BRL1.00. The exchange rate for the six months ended on December 31, 202 2, was 5.27975 to BRL1.00, based on the FX rate on that date. The exchange rate for the six months ended on December 31, 2021, was R$ 5.57000 to BRL1.00, based on the FX rate on that date. Source: Refinitiv. Note (2) Lavoro follows the crop year, as the 3Q 23 is the period between Jan23 and Mar23 and 3Q 22 is the period between Jan 22 and Mar22. 9M22 comprehends the period between Jul21 to Mar22 and 9M23 comprehends the period between Jul22 to Mar23. Consolidated Guidance – Excluding Future M&As 1,2 Full Year Fiscal 2023 (in US$ million) Consolidated Revenue 1,950 ≤ ∆ ≤ 2,050 Consolidated Adjusted EBITDA 154 ≤ ∆ ≤ 159 Consolidated Adjusted EBITDA Margin % 7.8% ≤ ∆ ≤ 7.9% Concept : • Represents Lavoro’s fiscal year - to - date consolidated reported results, plus an expectation for its to be reported fiscal fourth quarter results • Accounts for Cromo Quimica June/23 expected results (1 month) Represents a 60 - 65% growth in Adjusted EBITDA vs. FY22

 

 

11 Highly confidencial and trade secret M&A Updates Industry and HQ in Estrela – RS • Closed: 05/2023 • Company produces high - performance adjuvants for agriculture. The acquisition strengthens CropCare specialties portfolio and the vertical integration potential with Lavoro • # of Employees: +19 (+10 RTVs) RS Estrela Cromo Química 25 locations in Chile in the blue area and + 5 locations in Peru *Out of Scale HQ Peru Chile • Signed: 08/2022 • Holding company of agricultural inputs retailers in Chile and Peru, specializing in crop protection and fertilizers. NS Agro’s acquisition has been postponed. • # of Employees: +350 (90 RTV’s) NS Agro Referência • Signed: 02/2023 • R elevant presence in the Central and Southern region of the Rio Grande do Sul state • # of Employees: +80 (+25 RTVs) 9 Stores with HQ in Dom Pedrito RS Dom Pedrito

 

 

12 Highly confidencial and trade secret Strategic Initiatives Update Inauguration of Lavoro’s largest store in Latin America, located in Sorriso (Mato Grosso) New strategic partnership with Brasilseg to deliver tailored agricultural insurance solutions Launching of the "Soja Certa " campaign for the 23/24 crop cycle, offering special conditions for customers to negotiate inputs using Barter contracts Agrobiológica new site ( Itápolis ), to be operational by Dec/23. Production process under validation, addition of 10 - 13M liters to the 24/25 (totaling 14 - 17 M liters)

 

 

13 Highly confidencial and trade secret Key Takeaways 25% YoY growth in Revenues and 38% YoY growth in Adjusted EBITDA 1 in 9 months² Successful execution on the strategic agenda including Crop Care acceleration and new services launch NS Agro acquisition delayed to FY 24 to ensure we properly finish all the steps in the diligence process Updated FY 2023 guidance, reflecting NS Agro postponement Note: (1) Consolidated Results Note (2) Lavoro follows the crop year, as the 3Q 23 is the period between Jan23 and Mar23 and 3Q 22 is the period between Jan 22 and Mar22. 9M22 comprehends the period between Jul21 to Mar22 and 9M23 comprehends the period between Jul22 to Mar23.

 

 

 

1 Highly confidencial and trade secret Reconciliation of Adjusted EBITDA Note: (9) The amounts in reais provided by Lavoro have been translated to U.S. dollars for illustrative purposes only. The av era ge exchange rate for the third quarter of 2023 (January to March 2023) was BRL 5.1934 to US$1.00, and for the third quarter of 2022 (January to March 2022) it was BRL 5.2264 to US$1.00. The exchange rate for the si x m onths ended on December 31, 2022, was BRL 5.279 to US$1.00, based on the FX rate on the last day of the period. The exchange rate for the six months ended on December 31, 2021, was BRL 5.5700 to US$ 1.00 , based on the FX rate on the last day of the period. Source: Refinitiv. Note: (10) Pro Forma financial information is calculated assuming the acquisitions occurred at the beginning of the period pr ese nted and the prior year (rather than just the partial “stub period” contribution). Pro Forma Revenues represent fully combined revenues, which include revenues from non - controlling minority shareholders. Note: (11) M&A expenses primarily include M&A accounting and tax due diligence expenses. Note: (12) Difference between the fair value of the Union Agro`s net assets and the price paid by the Company, recorded as a gai n. Note: (13) Represents expenses related to the business combination with TPB Acquisition Corp I. Reconciliation of Adjusted EBITDA (US$, Million) 3Q23 3Q22 Chg. % 9M23 9M22 Chg. % Net Profit/Loss for the Period (74,313) 14,467 - 613.7% (24,331) 44,194 - 155.1% (+) Finance income (costs) 29,365 16,356 79.5% 91,071 25,353 259.2% (+) Income taxes current and deferred (5,631) 6,482 - 186.9% (13,391) 19,144 - 170.0% (+) Depreciation and amortization 6,837 5,453 25.4% 19,733 16,263 21.3% (+) Fair value of inventories sold from acquired companies 1,974 1,304 51.4% 4,542 4,150 9.4% (+) M&A expenses 11 406 609 - 33.4% 1,419 1,774 - 20.0% ( - ) Gain on bargain purchases 12 - - - - (3,285) - 100.0% (+) Nasdaq Listing expenses¹³ 61,531 - 100.0% 61,531 - 100.0% (+) Stock Option Plan 103 - 100.0% 2,397 - 100.0% (+) SPAC bonus 4,954 - 100.0% 4,954 - 100.0% Adjusted EBITDA 25,224 44,671 - 43.5% 147,923 107,594 37.5% (/) Revenue 486,414 499,347 - 2.6% 1,529,300 1,220,133 25.3% Adjusted EBITDA margin % 5.2% 8.9% - 3.8 p.p. 9.7% 8.8% 0.9 p.p.

 

 

2 Highly confidencial and trade secret Reconciliation of Pro Forma Adjusted EBITDA Note: (9) The amounts in reais provided by Lavoro have been translated to U.S. dollars for illustrative purposes only. The av era ge exchange rate for the third quarter of 2023 (January to March 2023) was BRL 5.1934 to US$1.00, and for the third quarter of 2022 (January to March 2022) it was BRL 5.2264 to US$1.00. The exchange rate for the si x m onths ended on December 31, 2022, was BRL 5.279 to US$1.00, based on the FX rate on the last day of the period. The exchange rate for the six months ended on December 31, 2021, was BRL 5.5700 to US$ 1.00 , based on the FX rate on the last day of the period. Source: Refinitiv. Note: (10) Pro Forma financial information is calculated assuming the acquisitions occurred at the beginning of the period pr ese nted and the prior year (rather than just the partial “stub period” contribution). Pro Forma Revenues represent fully combined revenues, which include revenues from non - controlling minority shareholders. Note: (11) M&A expenses primarily include M&A accounting and tax due diligence expenses. Note: (12) Difference between the fair value of the Union Agro`s net assets and the price paid by the Company, recorded as a gai n. Note: (13) Represents expenses related to the business combination with TPB Acquisition Corp I. Reconciliation of Pro forma Adjusted EBITDA (US$ Million) 3Q23 3Q22 Chg. % 9M23 9M22 Chg. % Pro forma Net Profit/Loss for the Period (74,324) 19,211 - 486.9% (19,038) 57,024 - 133.4% (+) Pro forma finance income (costs), net 31,313 16,613 88.5% 91,494 29,296 212.3% (+) Pro forma income taxes current and deferred (5,631) 6,956 - 180.9% (12,567) 21,263 - 159.1% (+) Pro forma depreciation and amortization 6,689 5,605 19.3% 19,796 16,733 18.3% (+) M&A expenses¹¹ 406 609 - 33.4% 1,419 1,774 - 20.0% (+) Fair value of inventories sold from acquired companies 1,974 1,304 51.4% 4,542 4,150 9.4% ( - ) Gain on bargain purchases 12 - - - - (3,285) - 100.0% (+) Listing expenses¹³ 61,531 - 100.0% 61,531 - - (+) Stock Option 103 100.0% 2,397 100.0% (+) SPAC bonuses 4,954 100.0% 4,954 100.0% Pro forma Adjusted EBITDA 27,013 50,298 - 46.3% 154,527 126,955 21.7% (/) Pro forma revenue 486,415 539,075 - 9.8% 1,590,606 1,418,471 12.1% Pro forma Adjusted EBITDA margin % 5.6% 9.3% - 3.8 p.p. 9.7% 9.0% 0.8 p.p.

 

 

3 Highly confidencial and trade secret Reconciliation of Adjusted Net Profit (Loss) Note: (14) The amounts in reais provided by Lavoro have been translated to U.S. dollars for illustrative purposes only. The a ver age exchange rate for the third quarter of 2023 (January to March 2023) was BRL 5.1934 to US$1.00, and for the third quarter of 2022 (January to March 2022) it was BRL 5.2264 to US$1.00. The exchange rate for the si x m onths ended on December 31, 2022, was BRL 5.279 to US$1.00, based on the FX rate on the last day of the period. The exchange rate for the six months ended on December 31, 2021, was BRL 5.5700 to US$L1.00 , based on the FX rate on the last day of the period. Source: Refinitiv. Note: (15) M&A expenses primarily include M&A accounting and tax due diligence expenses. Note: (16) Difference between the fair value of the Union Agro`s net assets and the price paid by the Company, recorded as a gai n. Note: (17) Represents expenses related to the business combination with TPB Acquisition Corp I . Reconciliation of Adjusted Profit/Loss (US$ Million) 3Q23 3Q22 Chg. % 9M23 9M22 Chg. % Profit/Loss for the Period (74,313) 14,467 - 613.7% (24,331) 44,194 - 155.1% (+) M&A expenses 15 406 609 - 33.4% 1,419 1,774 - 20.0% ( - ) Gain on bargain purchases 16 - - - - (3,285) - 100.0% (+) Nasdaq Listing expenses 17 61,531 - 100.0% 61,531 - 100.0% (+) Stock Option Plan 103 - 100.0% 2,397 - 100.0% (+) SPAC bonus 4,954 - 100.0% 4,954 - 100.0% Adjusted Net Profit/Loss (7,320) 15,076 - 148.6% 45,969 42,683 7.7% (/) Revenue 486,415 539,075 - 9.8% 1,590,606 1,418,471 12.1% Adjusted Net Profit/Loss margin % - 1.5% 3.0% - 4.5 p.p. 3.0% 3.5% - 0.5 p.p.