Adecoagro S A : 2025 Agenda AGM & EGM

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

Published on 05/15/2025 at 11:05

Agenda for the Annual General Meeting of Shareholders (the "AGM") and the Extraordinary General Meeting of Shareholders (the "EGM") to be held on 6 June 2025, at 11:00

a.m. (CET) with the EGM being held immediately after the AGM, in Luxembourg at 5, Place Winston Churchill, L-1340 Luxembourg, Grand Duchy of Luxemburg.

Agenda for the AGM

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

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

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

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.

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 on 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.

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.

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

Authorization under article 430-15 of the Luxembourg law of August 10, 1915, granted to the Company, and/or any wholly-owned subsidiary (and/or any person acting on their behalf), to from time to time and for a period of five (5) years purchase, acquire, or receive shares in the Company up to twenty per cent (20 %) of the issued share capital (in addition to any treasury shares already held by the Company or subsidiaries), on such terms as referred to below, and as shall further be determined by the Board of Directors of the Company; whereby any shares held in treasury further to such authorisation being able to be held by the Company for a period of five (5) years. Acquisitions may be made in any manner including without limitation, by tender or other offer(s), buyback program(s), over the stock exchange or in privately negotiated transactions or in any other manner as determined by the Board of Directors (including derivative transactions or transactions having the same or similar economic effect than an acquisition).

In the case of acquisitions for value:

in the case of acquisitions other than in the circumstances set forth under (ii), for a net purchase price being (x) no less than fifty per cent of the lowest stock price and (y) no more than fifty per cent above the highest stock price, in each case being the closing price, as reported by the New York City edition of the Wall Street Journal, or, if not reported therein, any other authoritative source to be selected by the Board of Directors of the Company (the "Closing Price"), over the ten (10) trading days preceding the date of the purchase (or as the case may be the date of the commitment to the transaction);

in case of a tender offer (or if deemed appropriate by the Board of Directors, a buyback program),

in case of a formal offer being published, for a set net purchase price or a purchase price range, each time within the following parameters: (x) no less than fifty per cent of the lowest stock price and (y) no more than fifty per cent above the highest stock price, in each case being the Closing Price over the ten (10) trading days preceding the publication date, provided however that if the stock exchange price during the offer period fluctuates by more than 10 %, the Board of Directors may adjust the offer price or range to such fluctuations;

in case a public request for sell offers is made, a price range may be set (and revised by the Board of Directors as deemed appropriate) provided that acquisitions may be made at a price which is no less than (x) fifty per cent of the lowest stock price and (y) no more than fifty per cent above the highest stock price, in each case being the Closing Price over a period determined by the Board of Directors provided that such period may not start more than five (5) trading

days before the sell offer start date of the relevant offer and may not end after the last day of the relevant sell offer period.

Agenda for the EGM

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

"5.1. The Company has an issued 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."

Renewal of the authorized share capital of the Company (and any authorization granted to the board of directors of the Company (the "Board of Directors") in relation thereto) until 6 June 2030; renewal of the authorization that the Board of Directors, or any delegate(s) duly appointed by the Board of Directors, may from time to time issue shares within the 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 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; and consequential amendment of article 5.1.1 of the articles 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 US 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 US 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) duly appointed by the Board of Directors, may from time to time issue shares within the limits of the authorized (unissued) share capital against contributions in cash or

by way of incorporation of available reserves at 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, 12.2.1, 13, 15, 17.2 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 Article 25 as follows:

Amendment of Article 7 to read as follows:

"Article 7. Shareholder Rights / Obligations

Voting Rights

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 the outstanding Shares or of the voting rights 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 to be made, in each country where the Company's securities are admitted to trading on a Regulated Market and in each of the countries in which the Company has made a public offering of its 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 its group. Each of these public offers must be conducted 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 of Article 7.2 above shall not apply:

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

treasury;

to a common or central depository of the Shares 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 the (beneficial) owner of the Shares,

to the acquisition of Shares resulting from a public offer for the acquisition of all the Shares in the Company and all of the securities linked to capital;

Voting rights are calculated on the basis of the entirety of the outstanding Shares to which voting rights are attached even if the exercise of such voting rights is suspended."

inclusion of new articles 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 of Directors up to 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 act validly only if the majority of the Board members (able to 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).

11.6 Any related party transaction (as defined under Item 7.B of Form 20-F promulgated by the United States Securities and Exchange Commission) shall be subject to the prior authorisation of the Board deciding at simple majority provided that such majority includes at least a majority of the independent members of the Board of Directors."

"11.9 The minutes of any meeting of the Board of Directors (or copies or extracts of

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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.