Adecoagro S A : 2025 EGM Minute

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

Published on 06/11/2025 at 16:38

Adecoagro S.A.

Sociélé anonyme

Siége social: 28, Boulevard F.W. R aiffeisen L - 2411 Luxembourg

R.C.S. Luxembourg B153681

ASSEMBLEE GENERALE

EXTRAORDINAIRE DU 6 JUIN 2025

ME E. DELOSCH NO

In the year two thousand and twenly-five, on the sixth day of the month of June

Before Maitre Edouard DELOSCH, notary residing in Luxembourg, Grand Duchy of Luxembourg

Was held an extraordinary general meeting of the shareholders of "Adecoagro S.A."(the "Meeting"), a société anonyme having its registered office at 28, Boulevard F.W. Raiffeisen L-2411 Luxembourg, incorporated on

11 June 2010 by deed of Me Henri HELLINCKX, notary residing in Luxembourg published in the Mémorial C, Recueil des Sociétés el Associations number 1481 of 20 July 2010 (the "Company")

The articles of incorporation of the Company (the "Articles") were amended for the last time on 20 April 2022 by an extraordinary general meeting of the shareholders held before Maitre Edouard DELOSCH notary prenamed, published in the Recueil Electronique des Sociétés et Associations (the "RES A™) of 6 May 2022 under reference number RES A 2022 097.486 as rectified by the RESA publication of 25 August 2022 reference number RESA 2022 178.496

The Meeting was presided by Mr. Emilio GNECCO, chief fnancial officer, residing in Buenos Aires.

There was appointed as secretary Me Toinon HOSS, sa/Are en droll, residing in Luxembourg, Grand Duchy of Luxembourg and as scrutineer Mrs Josefina DIAZ VEGA, general counsel, residing in Buenos Aires

The chairman declared and requested the notary to state that:

This Meeting was duly convened by way of announcements filed with the Registre de Commerce ef des Sociéfés in Luxembourg on 16 May 2025 and published in the RESA and in the Tageblatt on 20 May 2025

The shareholders represented and the number of shares held by them are shown on an attendance list signed by an attorney of the

proxyholder, the chairman, the secretary and the scrutineer and by the undersigned notary. Said list will be attached to the present deed to be filed with the registration authorities.

As it appeared from the attendance list, out of the one hundred and eleven million three hundred and eighty-one thousand eight hundred and fifteen (111,381,815) shares in issue, sixty-two million four hundred and twenty-seven thousand and fifty-eight (62,427,058) shares were represented at this Meeting so that the Meeting was validly constituted and able lo validly decide on all the items of the agenda.

The agenda of the Meeting is as follows:

Reduction of the i'ssued share capital of the Company by an amount of nine million United Sfafes Dollars (USD 9,000,000) by the cance//afion of six million (6,000,000) shares with a nominal value of one United States Dollar and lily cents (USD 1.50) each held in treasury by the Company; and consequential amendment of fhe article 5.1 of the articles of association of the Company to read as follows:

"5.1. The Company has an i'ssued share capital of one hundred and fifty eight million seventy-two thousand seven hundred and twenty-two US Dollars and fifty cents (USD 158,072,722.50) represented by a total of one hundred and five million three hundred and eighty-one thousand eight hundred and fifteen (105,381,815) fully paid Shares, each with a nominal value of one US Dollar and fifty cents (USD1.50), with such rights and obligations as set forth in the present Articles.";

Renewa/ of fñe authorized share capital of the Company (and any authorization granted to the board ot directors of the Company (the "Board of Directors") in re/af/ow thereto) unti"l 6 June 2030, renewal of lhe authorization that the Board of Directors, or any delegate(s) duly appointed by the Board of Directors, may from time to time issue shares wlthin fee limits of the authorized (unissued) share capital against contributions in cash, contributions in kind or by way of incorporation of available reserves at such times and on such ferms and conditions, including the issue price, as the Board of Directors or its delegate(s) may in he or Iheir discretion resolve while reserving a preemptive subscription right to existing shareholders for any issue of shares; and consequential amendment of article 5.. 1 of the adicles of association of the Company to read as follows:

'5.1.1 The Company has an authorized share capital of two hundred and

twenty million two hundred and eighty-seven thousand two hundred and sixty-seven L/S Dollars (USD 220,287, 267), including the issued share capital, represented by one hundred and forty-six million eight hundred and fifty-eight thousand one hundred and seventy-eight (146,858, 178) shares,

each with a nominal value of one L/S Dollar and fifty cents (USD1.50). The Company's authorized share capital (and any authorization granted to the Board of Directors in relation thereto) shall be valid from 6 June 2025 and until 6 June 2030. The Board of Directors, or any delegate(s) daily appointed by lhe Board of Directors, may from time lo time issue shares within lhe limits of the authorized (uniss‹ied) share capital against contributions in cash or by way of incorporation of available reserves al such times and on such terms and conditions, including the issue price, as the Board of Directors or its delegate(s) may in its or their discretion resolve while reserving a preemptive subscription right to existing shareholders for any issue of shares. '

Amendment to the articles of association of the Company, in

particular amendment of articles 7, 2.2. 1, 13, 5, 7.2 and inclusion of new

Articles 9.3, 9.4, 11.6, 11. 9, 17. 3, new Part VIII, new definition of Candidate Number and removal of definition of Material Transaction and Related Party from Adicle 25 as follows.

Amendment of Article 7 to read as follows. Article 7. Shareholder Rights / Obligations

holing Righls

Subject as set forth in the present Articles. each Share shall be entitled to one vote at all General Meetings of Shareholders

Obligations

Any person or group of persons acting in concert holding or acquiring eighty percent (80%) or more of he outstanding Shares or of the voting righls in the Company (including as a result of a repurchase of Shares or other securities of the Company by (directly or indirectly) the Company or its subsidiaries), shall be obliged to make or cause /o be made, in each country where the Company's securities are adm/ited lo trading on a Regulated Market and in each of the countries in which lhe Company has made a public offering of ils shares, an unconditional public offer to acquire for cash all outstanding Shares and securities giving access to Shares, linked to the share capital or whose rights are dependent on the profits of the Company (hereafter, collectively, 'securities linked to capital ), whether those securities were issued by the Company or by entities controlled or established by it or members of ils group. Each o/' these public offers must be cond‹/cued in conformity and compliance with the legal and regulatory requirements applicable to public offers in each country concerned.

In any case. the price must be fair and equitable and. in order to guarantee equality of treatment of shareholders and holders of securities linked to capital of the Company, the said public offers must be made at or

on the basis of an identical price, which must be justified by a report drawn up by a first rank financial institution nominated by the Company whose fees and costs must be advanced by the person subject to the obligation laid down in the first paragraph of this Article 7.2.

The provisions ofArtic/e 7. 2 above shall Sof apply.

to the Company itself in respect of shares directly or indirectly held in

treasury,"

to a common or central depository of the S/dares for the purposes of a listing or trading of the Shares, acting as such, provided that said depository may only exercise the voting right attached to such Shares if they have received instructions from the (beneficial) owner of the Shares, the provisions of Article 7.2 thereby applying to fhe (beneficial) owner of lhe Shares,

to fñe acquisition of Shares resulting from a public offer for the acquisition of all the Shares in the Company and all of the securities linked fo capital,"

7'. 2. 4 Voting rights are ca/cu/afed on the basis of the entirely of the outstanding Shares to which voting rights are attached even if the exercise of such voting rights is suspended."

inclusion of new art/c/es 9.3 and 9.4, renumber the prior article 9.3 as 9.5 and amend article 9.5, so as to read as follows:

"9.3 The Board of Directors must always include at least three (3) Directors which qualify as independent members of the Board of Directors.

Any Shareholder (other than the Company in respect to treasury

shares, or a common depository) holding or controlling more than fifty percent (50%) of the outstanding Shares shall be entitled (but not obliged) to nominate candidates for appointment to the Board ot Directors up fo the Candidate Number.

In the event of a vacancy in the office of a Director because of death, retirement, resignation, dismissal, removal or otherwise, the remaining Directors may fill such vacancy and appoint a successor in accordance with applicable law and the Articles."

amendment of article 11.5, include a new article 11.6 (and renumber subsequent articles) and amend article 11. 9 (prior 11.8), to read as follows: "11.5 The Board of Directors may deliberate and acf validly only if the majority of the Board members (able fo vote) are present or represented. Subject to Article 11.6 and Article 23, decisions shall be taken by a simple majority of the votes validly cast by the Board members present or represented (and able to vote).

1 I. 6 Any related party transaction (as defined under Item 7.B of Form 20-

F promulgated by the Uniled Slades Securities and Exchange Commission) shall be subject to the prior authorisation of the Board deciding al sump/e majority provide 0 thai such majority includes at least a majority of the independent members of the Board of Directors. '

1. 9 The minutes of any meehng of the Board of Directors (or copies or extracts of such minutes which may be produced in judicial proceedings or otherwise) shall be signed by the Chairman, the chairman (ad hoc) of the relevant meeting or by any Iwo {2} Directors (including at least one independent member o f the Board of Directors) or as resolved at the relevant Board meeting or any subsequent Board meeting. '

amendment o f Article 2.2. J, to read as follows.

12. 2. i Audit Committee. in the cose the Bootd oL Directors decides to set up an audit committee (the 'Audit Committee '), such Audit Committee shall be composed of at least three (3) members and the Board of Directors shall appoint one ot the members ot the Audit Committee as the chairperson of the Audit Committee. The Audit Committee shall (a) assist the Board of Directors in fulfilling its oversight respoi›sibiIities relating to the integrity of the Compaijy s financial statements. including periodically reporting to the Board of Directors on its activity and the adequacy of the Company s systems of internal controls over financial reporting, (b) make recommendations for the appointment, compensation, retention and oversight of, and consider the independence of. he Company s external auditors (c) review and approve related pady transactions (as defined under

//em 7. B of Form 20-F promulgated by the United States Securities and Exchange Commission) (olher than transactions that were reviewed and approved by the independent members of the Board of Directors (if any) or other governing body of any subsidiary of the Company or through any other procedures as the Board of Directors may deem substantially eq‹iivaIenl lo the foregoing) to determine whether their terns are consistent with market conditions or are otherwise fair to the Company and its subsidiaries, and (d) pedorm such other duties imposed lo it by he laws and regulations of the Regulated Market(s) on which the shares of the Company are listed applicable to the Company, as well as any other duties entrusted to it by the Board of Directors. The Board of Directors shall allocate to the Audit Committee the necessary resources and authority to f‹illil its functions."

amendment Article 13 to read as follows. "Article 13. Binding Signature.

The Company will be bound by the joinl signature of any two {2} Directors or by the sole or joint signatures of any persons to whom such signatory power shall have been de/egafed by the Board of Directors. For the avoidance of

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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.