Adecoagro S A : 2025 AGM Minute

Published: 2025-06-11 16:38:07 ET AGRO

Published on 06/11/2025 at 16:38

Adecoagro S.A. Société Anonyme

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

Grand Duchy of Luxembourg

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

(the "General Meeting")

The general meeting of the shareholders of the Company (the "General Meeting") convened at 5, place Winston Churchill, L-1340 Luxembourg, Grand Duchy of Luxembourg, as announced in the convening notice, was opened at 11:00 a.m. (C.E.T.)

BUREAU

Mr. Emilio Gnecco, Chief Financial Officer of the Company, acted as chairman of the General Meeting (the "Chairman") and proceeded with the constitution of the bureau of the General Meeting.

Me Toinon Hoss was proposed as secretary (the "Secretary").

MS. Josefina Dlaz Vega was proposed as scrutineer (the "Scrutineer").

The Chalrman welcomed the participants to the General Meeting and presented the persons seated next to him:

Ms. Josefina Diaz Vega, General Counsel of the Company,

Mr. Ezequiel Gustavo Torres, Corporate Controller of the Company, and

Me Toinon Hoss and Me Julie Felten of the law firm Elvinger Hoss Prussen, société anonynie, Luxembourg legal counsel to the Company.

The General Meeting approved the composition of the bureau.

The Secretary informed the audience that the General Meeting would be held in English and that no tianslation would be available. The General Meeting was reminded that the General Meeting is a piivate meeting and thus may not be recorded in any manner.

The Secretary further provided an explanation and information on the procedure regarding the questions and answers session.

The Secretary informed that the General Meeting had been duly convened by a convening notice published on 16 May 2025 in the Luxembourg Reciieil Electronique des Sociétés et Associations and on 20 May in the Tageblatt.

The convening notice in English (containing the agenda of the General Meeting, the indication to consult the Company's website with respect to the procedures to be represented by way of proxy and the proxy cards) was sent by individual letters to all shareholders registered in the Company's register of registered shares maintained by Computershaie on 2 May 2025 and filed with the US Securities and Exchange Commission (SEC) under form 6-K on 16 May 2025.

The Chairman informed the General Meeting that the convening notice, together with procedures to attend the General Meeting or be represented by proxies, as well as the consolidated financial statements of the Company for the financial years ending on December 31, 2024, December 31, 2023 and December 31, 2022 were posted on the Company's website (https://www.adecoagro.coin) before the General Meeting. The Company's audited financial statements for the financial year ended December 31, 2024, the audited consolidated financial statements for the financial years ended December 31, 2024, 2023 and 2022 as well as related auditor's and management's reports were also available at the registered office of the Company and could be obtained free of charge upon request. Such package contains all documents legally required to be provided to shareholders by Luxembourg law in connection with the annual general meeting. The legally required publications have been deposited with the bureau of the General Meeting.

The Secretary explained that, as provided in the Company's articles of association (article 17.1) and the Luxembourg law of 10 August 1915 on commercial companies, as amended (the "Luxembourg Company Law"), the General Meeting may be validly held regardless of the number of shares represented and resolutions would be validly adopted at the General Meeting if approved by a simple majority of the votes validly cast.

The Chairman informed the General Meeting that on the date of the present meeting, 111,381,815 shares of the Company are in issue, of which 11,383,510 are treasury shares. Out of the 99,998,305 shares of the Company outstanding on 2 May 2025 (the "Record Date"), a total of 62,427,058 shares were represented at the General Meeting, as shown on the attendance list.

The Chairman also stated that in line with the Company's articles of association (Article 16.5), the Board of Directors of the Company decided that only shareholders holding one or more shares of the Company on the Record Date had the right to attend the General Meeting in person or be represented at the General Meeting. Shaieholders who had sold their shares between the Record Date and the date of the General Meeting shall not attend or be repiesented at the General Meeting.

Accordingly, the Chairman declared the General Meeting validly constituted.

The Secretary then presented the agenda of the General Meeting as set forth in the convening notice:

Agenda

Pi esentation of i epoi ts.

Appi oval of the Company 's annual accounts fOl the financial yeai ended on Decembei 31, 2024.

Allocation of results for the fincincial yecii endeJ on Decembei 31, 2024.

Vote on discharge (quitus) to all I/7e member s of the Boar d of Dir ectoi s for the pi oper exercise of theii mandate dui ing the financial year ended on Decembei 31, 2024.

Appointment of Pi icewaterhoiiseCoopei s Société Coopéi ative, i éviseur d'enti eprises agréé (Luxeinbow g) cmd Price Water house & Co. S.R.L. (Ai gentina), as auditor Of the Company ]'or a per iod ending on the date of the general meeting approving the annual accounts for the yeai ending on December 31, 2025.

Acknov›ledgement of the co-optation of cei tain director s and election of the following

»fenibers of the Boai d ofDii ectoi s.'

Mr., Ivo Sarjanovic, Mr. Oscar Alejandro Leân Bentancoi and Mr. Audi es Lai rfera, for a term of one (1) yeai each, ending on the date of the Annual General Meettflg of shareholder s of the Company to be held in year 2026,'

Mr . Daniel Gonzâlez, Mr. Chi istian De Pratt and Mr. Kyi il Robert Leonid Louis-Dreyfus, for a term of mo (2) years each, ending on the date of the Annual General Meeting of Shareholders of the Company to be held in year 202.7,' and

Mr s. Manuela Artigas, Mr. Juan José Sai tori Piñeyi o cmd Mr . Mai iano Bosch, fol a ter n1 Of three (3) yeai s each, ending on I/7e date of the Annual Genei al Meeting of shareholders of the Company to be held in year 2028.

Appi oval of compensation of member s of the Boai d of Directors for year 2025.

Author ization under article 430-15 of the Luxemboui g lay of August 10, 1915, granted to the Company, and/or any v›holly-ov ned subsidiary (and/oi any person acting on theil behalf), to fi out time to time and for a period of fi»e (5) vears pm chcise, acquii e, or receive shai es in the Company tip to n»enty per cent (20 %) of the fssued share capital (in addition to any treasury shares ali eady held by the Company or subsidiaries), on stic/t ter ins as i efei i ed to below !, and as shall fur ther be determined by the Boai d of Directors of the Company,' v›hereby any shares held in treasury further to such authorisation being able to be held by the Company for a period of fi»e (5) yeai s. Acquisitions may be made in any iiianoer including v ithout limitation, by tender or other' offer(s), buyback pi ogram(s), over the stock exchange or in pri»ately negotiated ti ansactions or in any othei manner as deternlinecl by the Boai d of Directors (including dei ivative transactions or transactions having the serine or similai economic effect than an acquisition).

In the case of acqiiisitions for value.'

in the case of acquisitions other than in the circttlllstances set for th undei (ii), fol a net put chase price being (x) no less than fifty per cent of the lov!est stock pi ice and (y) no nioi e than fifty per cent above the hfghest stock price, in each case being the closing price, as i eported by the New› York City edition of the Wcill Str eet low nal, ol, If not reported thei ein, any othei ciuthoritatfve source to be selected by the Boai d of Dir ectoi s of the Company (the "Closing Price"), over the ten (10) trading days pi ecedi,ng the date of the purchase (or as the case may be the date of the coiiiinitnient to the ti ansaction),'

in case ofa tender' offer (or if deemed appropriate by the Boai d ofDii ectoi s, a biiyback pi ogram),

in case of a for incil offei being published, for a set net purchase pi ice or a pui-chase pi ice range, each tinge within the follo»ing par aineters.' (x) no less than fifty per cent of the lowest stock price and (y) no more than Jfy per cent above the highest stock pi ice, in each case being the ClOsfng Price over' the ten (10) trading days preceding the publication date, pro»ided However that if the stock exchange pric'e cli ing the offer

per iod fiuctuates by more than 10 %, the Boai d of Directors may adjust the offei price or range to such fiuctuations;

in case a public request for sell offei s is wade, a price range may be set (and revised by the Boai d of Dir ectoi s as deemed appi opriate) pi ovided that acqifisitions may be made at a price v hich fs no less than

(x) fifty per cent of the lowest stock yr ice and (y) no wore than fifty per cent above the highest stock pt ice, in each case being the Closing Price o»ei a per rod defernifoed by the Board of DH ectors provided that such per iod may not star t more than five (5) ti adfng dciys befoi e the sell offer star t date of the relevant offer and way not end after the last day of the i elevant sell offei period.

The Chairman presented the management's reports on the consolidated accounts of the Company. The Chairman further gave an overview on the Company's current financial position and performance for the financial year ended on December 31, 2024.

The Chairman then reported on the compensation of the Board of Directors to be approved by the General Meeting. The proposed aggregate compensatlon to the directors of the Company for the financial year 2025 amounts to USD 420,000 and a grant of restricted 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.

In compliance with Article 441-10 of the Luxembourg Company Law, the Chairman also reported on the compensation package approved for the senior management of the Company. The compensation package for the senior managers acting as delegates of the Company for the year 2024 consisted of an aggregate gross amount of 576,863 restricted shares under Adecoagro's Amended and Restated Restricted Share and Restricted Stock Unit Plan, as amended.

The auditor's report made by of PricewaterhouseCoopers Société Coopérative, Réviseui d'Enti epi ises agréé, in relation to the annual accounts of the Company for the financial year 2024 and the consolidated financial statements for the year 2024 were presented to the General Meeting. The Chairman informed the General Meeting that clean audit opinions had been delivered to the Company.

The Chairman also presented the report on conflict of interests and informed the General Meeting that no conflicts of interests had arisen at board level since the last general meeting .

The Chairman then presented the proposed resolutlons to the General Meeting.

The Chairman opened the questions and answers session on the different items on the agenda.

Disclaimer

Adecoagro SA published this content on June 11, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 11, 2025 at 20:37 UTC.