24. Share based payments

On October 2, 2017, the Shareholders Meeting approved the creation of a long-term share-based plan (“ILPA Plan”). As per the ILPA Plan, participants are entitled to a certain number of shares if they remain with the Company during the vesting period and achieve certain key performance indicators (“KPIs”).

The ILPA Plan provides the Board of Directors with broad powers of implementation. The shares to be granted under the ILPA Plan cannot exceed 2% of shares issued by the Company.

The shares are granted if participants remain with the Company until the end of the vesting period and achieve certain KPIs. Appreciation of the AGRO3 stock is one of the pillars of the program and if a minimum percentage is not reached, participants will not be entitled to receive any shares. If the stock appreciation KPI is achieved, the number of shares to be granted will be divided in three ranges based on the level of achievement of three other KPIs and are adjusted by the dividends per share distributed during the vesting period. Apart from the AGRO3 stock price, performance indicators include operating profitability, sales of farms and capitalization of resources.

The 3rd ILPA Plan began on July 1, 2023. The fair value of the benefit is estimated at R$13.34 and R$15.94, depending on the participant’s profile, and is valid for three years. The fair value of the benefit was determined based on the AGRO3 share price on the grant date and the likely share price range at the end of the vesting period. The expense is adjusted for this review, and the effects are recognized prospectively.

The total number of shares that may be vested up to June 30, 2026, is determined based on the achievement of KPIs and divided into the following categories:

The main assumptions adopted in measuring the fair value of the instruments granted under the 3rd ILPA Plan, based on pricing models that consider market variables and specific characteristics of the plan, are:

The ILPA Plan is accounted for in accordance with the provisions of IFRS 2, given that the Company receives services from participants and, in exchange, commits to delivering its own shares. Provisions for the ILPA Plan total R$4,300. The remaining amount from concluded plans is (R$1,976), resulting in an outstanding balance of R$2,324 as of June 30, 2026 (R$1,216 as of June 30, 2025).

The expected share delivery at the “Floor” KPI after the vesting period is shown below: