展品11.2

證券交易政策

brasilagro – 巴西農業物業公司

1. 一般規則

在執行和解釋證券交易政策時 brasilagro - 巴西農業財產公司， 以下術語定義如下：

2. 範圍

2.1 公司、控股股東、直接或間接的董事會成員、執行董事會成員、審計委員會成員以及根據公司章程規定或因其職務地位在公司、其控股公司、關聯公司或共同控制公司內任何技術或諮詢職責的機構的其他人，如有任何重要信息，以及公司認爲必要或適當的服務提供商和其他專業人士，應當簽署本證券交易政策的協議條款（根據 附表I 參與者，成爲本文所述目的的關聯人員。

2.2. Objective

2.2.1. The purpose of the present Securities Trading Policy is to set up the rules and procedures to be met by Related Persons and by the Company concerning trading of Securities, preserving the transparency in any such trades to all interested parties.

2.2.2. The rules of this Securities Trading Policy define periods in which the Related Persons should refrain from trading Securities, so as to avoid questioning regarding the undue use of Material Information not disclosed to the public pursuant to CVM Rule 358/02.

2.2.3. Any doubts concerning provisions of the present Securities Trading Policy, the applicable regulation issued by CVM and/or concerning ability to perform or not a given negotiation should be cleared out with the Investor Relations Officer.

2.3. Securities Trading Restrictions

2.3.1. The restrictions provided under this Policy apply to Securities, including transactions involving financing or leasing, performed by Related Persons on the market, as well as without the intermediation of an institution belonging to the distribution system.

2.3.2. Pursuant to CVM Rule 358/02, prior to the disclosure of Material Information to the market, no negotiation, rendering of counseling or assistance shall be allowed regarding Securities investment by Related Persons aware of any such Material Information.

2.3.3. The Related Persons shall ensure that those with whom they keep a trade, professional or trust relationship do not trade with Securities when accessing undisclosed Material Information. To that end, the Related Persons shall endeavor to have all those with access to Material Information to sign the Term of Agreement.

2.3.3.1 Any individual or legal entity direct or indirectly bound to any Related Persons by any contract or agreement, of any nature, including Non-Disclosure and Restricted Use Agreements, orally or in writing, which has access to any Material Information related to the Company or companies controlled and/or under common control, shall not trade, pursuant to the applicable law, with Securities issued by the Company as long as he/she/it is in possession of any Material Information or for as long as the contract or agreement is valid and in full force.

2.3.4. The prohibition to trade with Securities shall also be applied to (a) the Related Persons whenever there is the intention to carry out the incorporation, total or partial spin-off, merger, transformation or corporate reorganization of the Company; and (b) Controlling Shareholders, whether direct or indirect, members of the Board of Directors and the Board of Executive Officers, whenever it is in course the purchase or sale of shares issued by the Company by the Company itself, its subsidiaries, affiliates or other company under common control, or there is an option or mandate for the same purpose, without prejudice to the exception to the prohibition provided for in item 2.4.2 below, on the dates when the Company is not acquiring or disposing of its own shares under a Program of Repurchase..

2.3.5. In the context of a Securities public offering and pursuant to Article 48 of CVM Rule No.. 400/2003, Related Persons shall not trade with Securities until the publication of the notice of completion of the offering.

2.3.6. The Related Persons shall be also forbidden to trade with Securities fifteen (15) days prior to the disclosure required by CVM of quarterly (ITR) and annual information (DFP) of the Company, except for what is provided for in Paragraph 3 of Article 15, of CVM Rule 358/02.

2.3.7. Related Persons leaving managing positions of the Company prior to the disclosure of Material Information originated during their management period shall not trade with Securities until (i) the end of a six (6) months period starting from the date of their dismissal/removal from such positions; or (ii) the disclosure, by the Company, of the Material Information to the market.

2.3.8. In the event any agreement or contract has been signed for the transfer of the Company’s control, or if any option or mandate has been granted for the same purpose, as well as if there is an intention to promote the incorporation, spin-off, partial spin-off, merging, transformation or corporate reorganizations, and while the transaction is not made public through the disclosure of material facts and/or information, the Board of Directors shall not be allowed to resolve on the purchase or sale by the Company of shares issued by itself.

2.3.9 Prohibitions concerning Securities trading provided for in sections 2.3.1, 2.3.2, 2.3.3 and 2.3.4 above shall be enforced until the disclosure of Material Information to the market. However, any such prohibitions shall be maintained, even after disclosure of Material Information whenever any Securities negotiations may interfere, in detriment to the Company or its shareholders, in the business conditions, act or fact related to the Material Information.

2.4. Exception to Trading Restrictions

2.4.1. Pursuant to CVM Rule No. 358/02, the Related Persons shall be allowed to trade with Securities in the events provided for in section 2.3.2 above, provided that such trading corresponds to the purchase of shares from the Company’s treasury, through a private transaction, arising from the exercise of the option to purchase according to the granting or exercising of an option to purchase shares (i.e. stock option plan) approved in a general shareholder’s meeting.

2.4.2. As further provided by CVM Rule No. 358/02, the direct or indirect Controlling Shareholders, Officers of the Company and the members of the Board of Directors may trade with Securities during the Program of Repurchase, provided that such negotiation occurs in dates or periods that the Company is not carrying out any negotiation with Securities.

2.4.2.1. In the course of a Program of Repurchase, it shall be incumbent upon the Investor Relations Officer to inform previously, by means of a notice addressed to the direct or indirect Controlling Shareholders, Officers and members of Board of Directors, the dates or specific periods that will be permitted to negotiate with Securities in compliance with this Policy.

3. Individual Investment Plan (Plan)

3.1 The investment plan, provided in article 15-A of CVM Rule No. 358/02, are individual and optional.

3.2 The following are authorized to formalize investment plan: the controlling shareholders, members of audit committees, as well as of any board with technical or advisory functions, established by reason of a provision of the By-laws or, also, whoever that, by reason of their office, function, title or position in a publicly-held company, parent company, its subsidiaries or affiliates,, has knowledge of the information concerning such act or event of market relevance.

3.3 The investment plan allows the holder of the title to trade the securities when duly informed of relevant information not yet disclosed to the market, provided that the following conditions are observed:

3.3.1 In relation to item “b” above, we emphasize the possibility of defining a set of parameters, such as for example, algorithms and formulas, that, once applied to the specific case, determine if the business transactions will be implemented or not and, in case they are, which date and the financial amount involved. In that case, however, all parameters shall be previously and objectively set, as well as irrevocable and irreversible, in order to eliminate the discretion exposed the participant in whether or not to carry the business in question.

3.3.2 In relation to item “e”, we emphasize the impossibility of performing transactions with derivative financial instruments for purposes of hedge of the commitment made by the participant in the investment plan.

3.4 The investment plan may also permit its holder to trade securities within fifteen (15) days prior to the disclosure of quarterly and annual information provided that the following is also observed:

4. Third Parties Liability

4.1 The provisions set forth in this Securities Trading Policy shall not release the liability of third parties indirectly related to the Company that are aware of any Material Information.

5. Applicable Sanctions and Penalties

5.1 The Related Persons who have not complied with any provision of this Securities Trading Policy are subject to the legal sanctions and penalties provided in the Company's Code of Ethics, as well as applicable legal sanctions and penalties.

6. Amendment to The Policy

6.1 Any amendment to this Securities Trading Policy must be informed to the CVM and to the Stock Exchanges.

7. Term of The Policy

7.1 The present Securities Trading Policy shall be effective on the date of its approval by the Board of Directors and shall remain in force for an indeterminate term, or otherwise until further opposite resolution.

8. General Provision

8.1 The Related Persons and those acquiring this capacity shall sign the Term of Agreement according to the Form set forth in Exhibit I hereof.

8.2. The Company may set up additional securities non-trading periods other than those set forth in the present Securities Trading Policy, being only required to notify the Related Persons for this purpose.

8.3. Securities Trading by Related Persons during the non-trading periods, as set forth in the present Securities Trading Policy, may be authorized as an exception by the Board of Directors, upon express written request justifying the need for the trading.

8.4. Any breaches to this Securities Trading Policy verified by any Related Persons shall be immediately communicated to the Chief Financial and Investor Relations Officer, the President of the Board of Directors and the Audit Committee.

EXHIBIT I TO THE SECURITIES TRADING POLICY OF

BRASILAGRO – COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS

TERM OF AGREEMENT

I, [name and identification], [job or position], hereby state that I am aware of the terms and conditions of the Securities Trading Policy of Brasilagro – Companhia Brasileira de Propriedades Agrícolas (“Securities Trading Policy” and “Company”, respectively), approved by the Board of Directors on August 9, 2012, pursuant to CVM Rule 358/02, as amended, and the Novo Mercado Rule. I hereby formalize my adhesion to the Securities Trading Policy, committing to abide to all of its terms and conditions.

I further state that I am aware that any breach of the dispositions set forth in the Securities Trading Policy shall be considered a serious violation, for the purposes provided for in Paragraph 3, of Article 11, of Law No. 6385/76.

[place], [date]

[Name]

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