Adecoagro S A : 2025 Convening Notice

Published: 2025-05-15 11:05:24 ET AGRO

Published on 05/15/2025 at 11:05

Adecoagro S.A.

Société Anonyme

28, Boulevard F. W. Raiffeisen L - 2411 Luxembourg

Grand Duchy of Luxembourg

R.C.S. Luxembourg: B153681 (the "Company")

Convening Notice to the

Annual General Meeting of Shareholders (the "AGM") and the

Extraordinary General Meeting of Shareholders (the "EGM") to be held on June 6, 2025, at 11:00 a.m. (CET)

with the EGM being held immediately after the AGM

at 5, Place Winston Churchill, L-1340 Luxembourg, Grand Duchy of Luxemburg.

Dear Shareholders,

The Board of Directors of Adecoagro S.A. (the "Board") is pleased to invite you to attend the Annual General Meeting of Shareholders of Adecoagro S.A and the Extraordinary General Meeting of Shareholders of Adecoagro S.A. to be held on June 6, 2025 at 11:00 a.m. (CET) (with the EGM being held immediately after the AGM ) at 5, Place Winston Churchill, L-1340 Luxembourg, Grand Duchy of Luxemburg, with the following agendas:

A. Agenda for the Annual General Meeting of Shareholders

Approval of the Consolidated Financial Statements as of and for the financial years ended December 31, 2024, December 31, 2023, and December 31, 2022.

The Board of Directors of the Company recommends a vote FOR approval of the Company's consolidated financial statements as of December 31, 2024, 2023 and 2022, after due consideration of the reports from each of the Board and the independent auditor on such consolidated financial statements. The consolidated balance sheets of the Company and its subsidiaries and the related consolidated income statements, consolidated statements of changes in shareholders' equity, consolidated cash flow statements and the notes to such consolidated financial statements, the report from the independent auditor on such consolidated financial statements and management's discussion and analysis on the Company's results of operations and financial condition are included in the Company's 2024 annual report, a copy of which is available on Company's website at https://www.adecoagro.com. Copies of the Company's 2024 annual report are also available to the shareholders of the Company free of charge at the Company's registered office in Luxembourg, between 10:00 a.m. and 5:00 p.m., Luxembourg time.

Approval of the Company's annual accounts for the financial year ended on December 31, 2024.

The Board recommends a vote FOR approval of the Company's annual accounts as of December 31, 2024, after due consideration of the Board's management report and the report from the independent auditor on such annual accounts. These documents are included in the Company's 2024 annual report, a copy of which is available on our website at https://www.adecoagro.com. Copies of the Company's 2024 annual report are also available free of charge at the Company's registered office in Luxembourg, between 10:00 a.m. and 5:00 p.m., Luxembourg time.

Allocation of results for the financial year ended December 31, 2024.

The statutory solus account of the Company for the financial year ended December 31, 2024 under Luxembourg GAAP (the "2024 Annual Accounts") show a gain of USD 8,274,834. The Board recommends a vote FOR the carry forward of such results to the next financial year.

Declaration of dividends of an amount of USD 35 million to be allocated to the Interim Dividend and for the balance of USD 17.5 million to be paid in November.

The Board noted that on November 9, 2021, the Board approved the implementation of a distribution policy as of 2022 (the "Distribution Policy") to distribute annually a minimum of 40% of the Adjusted Free Cash from Operations generated during the previous year, subject to the conditions set forth by Luxembourg law. The Distribution Policy consists of a cash dividend distribution and share repurchases under the existing program from time to time as deemed appropriate.

On March 11, 2025 the Board, on the basis of the interim accounts as at January 31st, 2025 and the statutory auditor report issued on the proposed advance on dividends, and considering the conditions of law for the distribution of an advance on dividends, declared the distribution of an advance on dividends of USD 17.5 million paid out of the share premium account of the Company to the shareholders as at the date of record of May 2, 2025 payable on May 17, 2025 (the "Interim Dividend").

Furthermore, considering the 2024 Annual Accounts and that the Company has sufficient distributable reserves and subject to the conditions set forth by Luxembourg law, the Board recommends a vote FOR the declaration of a dividend of a total amount of USD 35 million in two installments, with the first part to cover the Interim Dividend and for the balance of USD 17.5 million to be paid to the shareholders as at the date of record in November, and to delegate power to the Board of Directors to determine the record date and the payment date therefore.

Vote on discharge (quitus) to all the members of the Board of Directors for the proper exercise of their mandate during the financial year ended December 31, 2024.

In accordance with applicable Luxembourg law and regulations, it is proposed that, upon approval of the Company's annual accounts as of December 31, 2024, all who were members of the Board during the financial year 2024, be discharged from any liability in connection with the management of the Company's affairs during such year.

The Board recommends a vote FOR the discharge (quitus) of the members of the Board of Directors for the proper exercise of their mandate during the year ended December 31, 2024.

Appointment of PricewaterhouseCoopers Société Coopérative, réviseur d'entreprises agréé (Luxembourg) and Price Waterhouse & Co. S.R.L. (Argentina), as auditor of the Company for a period ending on the date of the general meeting approving the annual accounts for the year ending on December 31, 2025.

The Board recommends a vote FOR the re-appointment of PricewaterhouseCoopers Société Cooperative, réviseur d'entreprises agréé (Luxembourg) as auditor of the Company's consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European

Union and Luxembourg legal and regulatory requirements for the fiscal year ending December 31, 2025 and of Price Waterhouse & Co. S.R.L. (Argentina), a PCAOB registered public accounting firm, as auditor of the Company's and Company's subsidiaries consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) for the fiscal year ending December 31, 2025 for the purposes of compliance with the Group's filings with the U.S. Securities and Exchange Commission (SEC).

Acknowledgement of the co-optation of certain directors and election of the following members of the Board of Directors:

Mr. Ivo Sarjanovic, Mr. Oscar Alejandro León Bentancor and Mr. Andres Larriera, for a term of one (1) year each, ending on the date of the Annual General Meeting of Shareholders of the Company to be held in year 2026;

Mr. Daniel González, Mr. Christian De Prati and Mr. Kyril Robert Leonid Louis-Dreyfus, for a term of two (2) years each, ending on the date of the Annual General Meeting of Shareholders of the Company to be held in year 2027; and

Mrs. Manuela Artigas, Mr. Juan José Sartori Piñeyro and Mr. Mariano Bosch, for a term of three (3) years each, ending on the date of the Annual General Meeting of Shareholders of the Company to be held in year 2028.

The Directors are appointed by the General Meeting of Shareholders for a period of up to three (3) years; provided however the Directors shall be elected on a staggered basis, with one third (1/3) of the Directors being elected each year and provided further that such three year term may be exceeded by a period up to the annual general meeting held following the third anniversary of the appointment. The Directors shall be eligible for re-election indefinitely.

Certain Directors presented their resignation letters as members of the Board of Directors effective as of April 28, 2025, namely Mr. Plinio Musetti, Mrs. Ana Cristina Russo, Mr. Guillaume van der Linden, Mr. Alan Leland Boyce and Mr. Andres Velasco Brañes. Noting the vacancies resulting therefrom at the Board level, the non-resigning members of the Board resolved to fill in the vacancies caused by the resignations detailed above and to co-opt and appoint the following members as directors of the Company from 28 April 2025 until the next general meeting of shareholders (being the AGM): Mr. Juan José Sartori Piñeyro, Mr. Andres Larriera, Mr. Christian De Prati, Mr. Kyril Robert Leonid Louis-Dreyfus, and Mr. Oscar Alejandro León Bentancor.

The Board recommends a vote FOR: (i) the confirmation of the appointments of the new directors listed above by co-optation, (ii) the re-election of Mr. Ivo Sarjanovic and the election of Mr. Oscar Alberto Leon Bentancor and Mr. Andres Larriera, each as member of the Board, for a term of one (1) year each, ending the date of the Annual General Meeting of Shareholders of the Company to be held in year 2026, (iii) the re-election of Mr. Daniel Gonzalez and the election of Mr. Christian De Prati and Mr. Kyril Robert Leonid Louis-Dreyfus, each as member of the Board, for a term of two (2) years each, ending the date of the Annual General Meeting of Shareholders of the Company to be held in year 2027, and (iv) the re-election of Mrs. Manuela Artigas and Mr. Mariano Bosch and the election of Mr. Juan José Sartori Piñeyro, each as member of the Board, for a term of three (3) years each, ending the date of the Annual General Meeting of Shareholders of the Company to be held in year 2028.

Set forth below is a summary biographical information of each of the candidates:

15, 2025. Mr. Sartori received a Bachelor Degree in Business and Economics from École des Hautes Études Commerciales de Lausanne.

Approval of compensation of members of the Board of Directors for year 2025.

The compensation of the Company's directors is approved annually at the ordinary general shareholders' meeting.

The proposed aggregate compensation to our directors for year 2025 amounts to up to USD 420,000 and a grant of restricted shares (out of the treasury shares) of up to an aggregate amount of 36,085 shares under the Adecoagro's Amended and Restated Restricted Share and Restricted Stock Unit Plan, as amended, allocated as follows:

Name

Cash USD (**)

Restricted Shares

Juan José Sartori Piñeyro (*)

-

-

Christian De Prati

60,000

5,155

Kyril Louis-Dreyfus

60,000

5,155

Andres Larriera

60,000

5,155

Mariano Bosch (*)

-

-

Daniel González

60,000

5,155

Oscar Alejandro León Bentancor

60,000

5,155

Ivo Andrés Sarjanovic

60,000

5,155

Disclaimer

Adecoagro SA published this content on May 15, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 15, 2025 at 15:04 UTC.