Terra Santa Agro S A : Material Fact - Verification of the Remaining Previous Condition of the Combination of Business of SLC Agrícola and Terra Santa Agro

	MATERIAL FACT
Investor Relations	Investor Relations
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VERIFICATION OF THE REMAINING PREVIOUS CONDITION FOR THE COMBINATION OF

BUSINESSES OF SLC AGRÍCOLA AND TERRA SANTA AGRO

SLC Agrícola S.A. (B3: SLCE3; ADR's: SLCJY; Bloomberg: SLCE3: BZ; Refinitiv: SLCE3.SA) ("SLC")

and Terra Santa Agro S.A. (B3: TESA3; Bloomberg: TESA3: BZ; Refinitiv: TESA3 .SA) ("Terra Santa" and together with SLC, "Companies"), pursuant to Law No. 6,404/76 and CVM Ruling No. 358/02, inform its respective shareholders, that, in continuity with the Material Fact released on June, 30, 2021, June 21, 2021, May 20, 2021, March 25, 2021 and November 26, 2020, and the Notice to the Market released on January 7, 2021, pursuant to which the terms and conditions for the implementation of the combination of SLC businesses with the agricultural operation of Terra Santa (excluding land and improvements), by means of a merger of Terra Santa shares into SLC, in accordance with articles 252, 224 and 225 of Law No. 6,404/76 ("Merger of Shares" or "Operation"), communicate to their respective shareholders, to the market in general, that the conditions precedent for the consummation of the Operation have been fulfilled.

On June 14, 2021, the registration as a publicly-held company of Terra Santa Propriedades Agrícolas S.A. (formerly TS Agro SA) ("TS Agro") was obtained, under the Brazilian Securities Commission, in the category A of issuers and, on June 15, 2021, the listing in the Novo Mercado segment of B3 S.A. - Brasil, Bolsa, Balcão ("B3") was obtained, and thus, the capital reduction of Terra Santa ("Capital Reduction" or "Remaining Condition") may be implemented, concluding the fulfillment of the conditions precedent of the Operation.

Owing to above, also on this date, meetings of the Board of Directors of the Companies were held, at which the following resolutions were taken:

1. (i) the satisfaction of the Remaining Condition was confirmed, thus, the conditions precedent for the Merger of Shares were met, subject only to the effective Capital Reduction, which shall be consummated immediately before the Merger of Shares, as approved at the general meetings of the Companies held on June 21, 2021;
2. the shareholding position was established at the end of the trading session on July 30, 2021, for the purpose of defining the shareholder base that will be entitled to the Capital Reduction and the Merger of Shares ("Shareholders' Base Cutting Date");
3. the date of August 1, 2021 was established as the effective date of the Capital Reduction and consummation of the Merger of Shares, under the terms and conditions of the Protocol and Justification of the Merger of Shares;

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1. the date of August 2, 2021 was established as the start date of trading of TS Agro's shares on B3 through the ticker LAND3;
2. the exchange ratios for the Capital Reduction of 3.3237 shares of TS Agro were confirmed for each share of Terra Santa. If the Capital Reduction results in any fractions of TS Agro's shares, such shares will be grouped in whole numbers and then sold on the spot market, managed by B3, under the terms of a notice to shareholders to be published in due course by management of TS Agro. The amounts earned in said sale will be made available net of fees to the shareholders of Terra Santa, holders of the respective fractions, in proportion to their interest in each share sold;
3. the exchange ratios of the Merger of Shares were confirmed, of 0.0859 SLC shares for each Terra Santa share and 0.4606 SLC shares for each remaining Terra Santa subscription bonus. If the Merger of Shares results in any fractions of SLC shares, such shares will be grouped in whole numbers and then sold on the spot market, managed by B3, pursuant to a notice to shareholders to be published in due course by the management of SLC. The amounts earned in said sale will be made available, net of fees, to former shareholders and holders of the Terra Santa Subscription Bonus holders of the respective fractions, in proportion to their interest in each share sold;
4. it was approved by Terra Santa that the fractions arising from the exercise of subscription bonuses by the bonus holders who opted for the exercise without the need to pay the exercise price, as rule approved at the General Meeting of the Terra Santa, will be paid in cash on August 4, 2021 based on the ratio between the average price weighted by the volume traded ("VWAP") of TESA12 and the VWAP of TESA3 in the last 60 (sixty) trading sessions of B3 prior to March 25, 2021;
5. as a result of the consummation of the Merger of Shares, the capital increase of SLC was confirmed, through the issue of 2,516,454 (two million, five hundred and sixteen thousand, four hundred and fifty-four) common shares issued by SLC, for the total subscription price of R$138,000,000.00 (one hundred and thirty-eight million reais), corresponding to R$ 54.84 (fifty-four reais and eighty-four cents) per share ("Increase of Capital of the Merger of Shares");
6. as a result of the Increase Capital of the Merger of Shares, the common shares issued by SLC to be attributed to the remaining shareholders and bonus holders of Terra Santa, replacing the common shares and subscription bonus issued by Terra Santa of which they are holders, will have the same rights attributed to the common shares issued by SLC then existing, and will fully participate in all benefits, including dividends, interest on equity and other earnings that may be declared by SLC from the date of consummation of the Merger of shares; and
7. the date of August 1, 2021 was established as the effective date of the amendment to the caput of article 5 of the SLC Bylaws, to reflect the new capital stock amount

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of R$1,012,521,509.85 (one billion and twelve million, five hundred and twenty-one thousand, five hundred and nine reais and eighty-five cents), divided into 193,111,454 (one hundred and ninety-three million, one hundred and eleven thousand, four hundred and fifty-four) common, nominative shares , book-entry and without par value. The annotation of the updated wording of the caput of Article 5 of SLC's Bylaws will be submitted to the first general shareholders' meeting to be held after this date, together with the consolidated text of the Bylaws.

On this date, the Companies are publishing a Notice to Shareholders, with information on the tax treatment of Capital Reduction and the Merger of Shares. Among other information, the Notice to Shareholders establishes a deadline of 07.26.2021 for the presentation of the cost of acquisition of shares by Terra Santa shareholders who do not reside in Brazil.

In view of all of the above, the schedule for closing the Operation will be as follows:

Events	Date
End of the period for exercising the Withdrawal Right	07.22.2021
SLC and Terra Santa's Board of Directors meeting to recognize the end of the	07.23.2021
Withdrawal Right and waive the right to reconsider the Operation
End of the period for presenting the cost of acquisition of shares by Terra	07.26.2021
Santa shareholders who do not reside in Brazil
Payment of reimbursement to shareholders exercising the right of	07.27.2021
withdrawal (if any)
Shareholders' Base Cutting Date of Capital Reduction and Incorporation	07.30.2021
of Shares
Consummation Date of the Merger of Shares	08.01.2021
Start Date of Trading of New SLC Shares and TS Agro Shares	08.02.2021
Settlement Date and Credit of Shares	08.04.2021

Porto Alegre, July 16, 2021.	São Paulo, July 16, 2021.
Investor Relations Office	Investor Relations Office
SLC Agrícola S.A.	Terra Santa Agro S.A.

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