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 5,
2017
BRASILAGRO –
COMPANHIA BRASILEIRA DE PROPRIEDADES
AGRÍCOLAS
(Exact Name as
Specified in its Charter)
BrasilAgro
– Brazilian Agricultural Real Estate
Com
pany
U
(Translation of
Registrant’s Name)
1309
Av. Brigadeiro Faria Lima, 5th floor, São Paulo, São
Paulo 01452-002, Brazil
U
(Address of
principal executive offices)
Gustavo
Javier Lopez,
Chief
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, 5
th
floor
São
Paulo, São Paulo 01452-002, Brazil
U
(
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):
U
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):
U
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.
Management Message
São
Paulo, September 1
st
, 2017.
Dear
Shareholder,
In the
light of the Call Notice published on the date hereof, in reference
to the Ordinary and Extraordinary Shareholders’ Meeting, we
would like to underscore the importance of your participation in
said meetings, which will be held on October 2
nd
, 2017. It is
extremely important that we are able to decide the following at the
aforementioned Ordinary and Extraordinary Shareholders’
Meeting:
(1)
at the Annual
Ordinary Meeting:
(1.1.)
to
examine the
management accounts, analyze, discuss and vote on the
Company’s Financial Statements related to the fiscal year
ended on June 30
th
, 2017, including
the Independent Auditors’ opinion and the Fiscal Council
Report;
(1.2.)
to resolve on
the allocation of the financial result of the fiscal year ended on
June 30
th
,
2017 and the distribution of dividends;
(1.3.)
the determination of the number
of the members to comprise the Company’s Board of Directors,
as well as (i) the reelection of Messrs. Eduardo S. Elsztain,
Alejandro G. Elsztain, Saul Zang, João de Almeida Sampaio
Filho, Isaac Selim Sutton, Fabio Schuler de Medeiros and Ricardo de
Santos Freitas for sitting members of the Company’s Board of
Directors; (ii) election of Messrs. Carlos Blousson and Alejandro
Casaretto to the positions of sitting members of the Board of
Directors; and (iii) the election of Messrs. Carolina Zang and
Gastón Armando Lernoud to the positions of first and second
alternate members of the Board of Directors, respectively;
(1.4)
the reelection of
Messrs. Fabiano Nunes Ferrari, Ivan Luvisotto Alexandre and
Débora de Souza Morsch for sitting members of the
Company’s Fiscal Council, as well as the reelection of Mrs.
Daniela Gadben and the election of Messrs. Marcos Paulo Passoni and
Luciana Terezinha Simão Villela for alternate members of the
Company’s Fiscal Council;
(1.5)
to establish the Company’s
management annual overall compensation for the fiscal year
initiated on July 1
st
, 2017; and,
(2)
at the Extraordinary
Meeting:
(2.1.)
to resolve
on the Company’s proposal for Long-term Incentive Plan in
Shares (“
LTI
Plan
”), as provided for in article 20, item X, of the
Company’s Bylaws, in substitution to the Stock Option Plan
approved at the Extraordinary General Meeting held on November 14,
2008, which shall be canceled upon approval of the LTI
Plan.
Precisely
for this purpose, and by means hereof, we hereby provide you with
following supplemental and clarificatory information regarding the
matters on the agendas for the Ordinary and Extraordinary Meeting
to be held on October 2
nd
, 2017, as
follows:
1.
At Annual Ordinary
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, 2017,
which are available on the websites of the Company (
www.brasil-agro.com
),
the São Paulo Stock Securities, Commodities and Futures
Exchange– BM&FBOVESPA (
www.bmfbovespa.com.br
)
and the Brazilian Securities and Exchange Commission – CVM
(
www.cvm.gov.br
).
(1.2)
Allocation of the
financial result for the fiscal year ended June 30, 2017
.
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, 2017, as follows:
Net
Profit at Year-End (after IR and CSLL deductions):
(-) Accumulated
losses:
|
$
R 27,309,809.81
|
Net
Income for the Year:
|
$
R 27,309,809.81
|
(-) Legal Reserve
(5%):
|
$
(R 1,365,490.49
)
|
Adjusted
Net Income:
|
$
R 25,944,319.32
|
Compulsory
Dividends (25%):
|
$
(R 6,486,079.83
)
|
Proposed Additional
Dividends (25%)
|
$
(R 6,486,079.83
)
|
Reserve for
Investment and Expansion (50%):
|
$
(R 12,972,159.66
)
|
LEGAL
RESERVE: Pursuant to article 193 of Law 6,404/76, five per cent
(5%) of Net Income, in the amount of one million, three hundred and
sixty-five thousand, four hundred and ninety Brazilian Reais and
forty-nine cents (R$ 1,365,490.49) shall be allocated to the
constitution of Legal Reserve.
DIVIDENDS:
Pursuant to article 36 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
twelve million, nine hundred seventy-two thousand, one hundred and
fifty-nine Brazilian Reais and sixty-six cents (R$ 12,972,159.66),
corresponding to twenty-four cents (R$0.24) per share on
06.30.2017. The payment of dividends shall be carried out in up to
thirty (30) days counted as of the date of their statement. The
dividends shall be paid to those holding shareholding position at
the Company at the end of the date on which the Annual
Shareholders' Ordinary Meeting approving the financial statements
for the fiscal year ended on 06.30.2017 is held, it being
understood that, as of the following day, the Company’s
shares shall be traded “ex” dividends.
RESERVE
FOR INVESTMENT AND EXPANSION: The outstanding balance of the
Adjusted Net Income, pursuant to article 36, subparagraph (c), of
the Company’s By Laws, in the amount of twelve million, nine
hundred seventy-two thousand, one hundred and fifty-nine Brazilian
Reais and sixty-six cents (R$ 12,972,159.66), 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.
1.3.
Determination
of the number of members to comprise the Company’s Board of
Directors, and the election of respective sitting members and
alternate members of the Board of Directors.
The Management
of Brasilagro recommends that the Board of Directors shall consist
of nine (9) members, as well as its shareholders vote in favor of
(i) the reelection of Messrs. Eduardo S. Elsztain, Alejandro G.
Elsztain, Saul Zang, João de Almeida Sampaio Filho, Isaac
Selim Sutton, Fabio Schuler de Medeiros and Ricardo de Santos
Freitas,
to the
positions of sitting members of the Board of Directors; (ii)
election of Messrs. Carlos Blousson and Alejandro Casaretto to the
positions of sitting members of the Board of Directors; and (iii)
the election of Messrs. Carolina Zang and Gastón Armando
Lernoud to the positions of first and second alternate members of
the Board of Directors, respectively, as originally proposed, for
unified mandates to end at the Annual Ordinary General Meeting that
approves the financial statements related to the Fiscal year ending
June 30, 2019.
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, Daniela Gadben and Luciana
Terezinha Simão Villela for the positions of alternate members
of the Fiscal Council, for unified mandates that shall end at the
Annual Ordinary General Meeting that approves the financial
statements related to the fiscal year ending June 30, 2018. 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.
1.5.
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, 2017, is established at up to
eleven million Brazilian Reais (R$11,000,000.00), 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.
2.
At Extraordinary
Meeting
:
2.1.
Long-term
Incentive Plan in Shares (“LTI Plan”).
The
Management of Brasilagro recommends the approval, by the
Shareholders, of the Company's proposed Long-Term Incentive Plan
(“
LTI
Plan
”) presented by the Company at the meeting of the
Board of Directors held on August 29, 2017, in substitution to the
Stock Option Plan approved at the Company's Extraordinary General
Meeting held on November 14, 2008, to be canceled in the same act
of approval by the Shareholders of the LTI Plan.
A
version of the aforementioned Plan is available at the Company
website (www.brasil-agro.com).
The
Meeting Call Notice in reference to the Ordinary and Extraordinary
General Meeting to be held on October 2
nd
, 2017, can also be
viewed on the websites of the Company (
www.brasil-agro.com
),
the São Paulo Stock Securities, Commodities and Futures
Exchange– BM&FBOVESPA (
www.bmfbovespa.com.br
)
and the Brazilian Securities and Exchange Commission – CVM
(
www.cvm.gov.br
).
As a
shareholder, you may exercise your right to vote at the
above-mentioned General Ordinary and Extraordinary
Shareholders’ Meeting by appearing in person at the
headquarters of
BrasilAgro –
Companhia Brasileira de Propriedades Agrícolas
, located
at Avenida Faria Lima No
1.309, fifth
floor, São Paulo, at 2.30 p.m. on October 2
nd
, 2017, or by means
of a duly designated legal proxy.
If you
have any questions or concerns, please contact us by phone at
(55-11)
3035-5374
or by e-mail at
ri@brasil-agro.com
.
André
Guillaumon
|
|
Gustavo
Javier Lopez
|
Chief
Executive Officer
|
|
Investor
Relations Officer
|
Eduardo
S. Elsztain
Chairman
of the Board of Directors
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 5,
2017
|
|
|
|
|
BRASILAGRO – COMPANHIA BRASILEIRA DE PROPRIEDADES
AGRÍCOLAS
|
|
|
|
|
|
By:
|
/s/ André
Guillaumon
|
|
|
Name:
|
André
Guillaumon
|
|
|
Title:
|
Chief Executive Officer
and Operation Officer
|
Date: September
5
, 2017
|
|
|
By:
|
/s/ Gustavo Javier
Lopez
|
|
|
Name:
|
Gustavo Javier
Lopez
|
|
|
Title:
|
Chief Administrative Officer
and Investor Relations Officer
|
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