Adecoagro : AGM 2014 Convening Notice

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6, Rue Eugène Ruppert

L - 2453 Luxembourg

R.C.S. Luxembourg: B 153.681 (the "Company")

Convening Notice to the

Annual General Meeting of Shareholders to be held on April 16, 2014 at 4.pm (CET)

at Vertigo Naos Building, 6 Rue Eugène Ruppert, L - 2453 Luxembourg

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. to be held on April 16, 2014 at 4.pm (CET) at the registered office of the Company in Luxembourg with the following agenda:

1. Approval of the Consolidated Financial Statements as of and for the years ended December

31, 2013, 2012, and 2011.

The Board of Directors of the Company recommends a vote FOR approval of the Company's consolidated financial statements as of December 31, 2013, 2012 and 2011, 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 2013 annual report, a copy of which is available on Company's website at www.adecoagro.com. Copies of the Company's 2013 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.

2. Approval of the Company's annual accounts as of December 31, 2013.

The Board recommends a vote FOR approval of the Company's annual accounts as of December 31, 2013, 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 2013 annual report, a copy of which is available on our website at www.adecoagro.com. Copies of the Company's 2013 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.

3. Allocation of results for the year ended December 31, 2013.

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The statutory solus account of the Company under Luxembourg GAAP shows a loss of US$3,208,511. The Board recommends a vote FOR the carry forward of such loss.

4. Vote on discharge (quitus) of the members of the Board of Directors for the exercise of their mandate during the year ended December 31, 2013.

In accordance with applicable Luxembourg law and regulations, it is proposed that, upon approval of the Company's annual accounts as of December 31, 2013, all who were members of the Board during the year 2013, 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 exercise of their mandate during the year ended December 31, 2013 and up to the date of the Annual General Shareholders meeting.

5. Approval of compensation of members of the Board of Directors.

The compensation of the Company's directors is approved annually at the ordinary general shareholders' meeting. The proposed aggregate compensation to our directors for fiscal year 2014 amounts to US$610,000 and a grant of restricted units of up to an aggregate amount of 70,851 units under the Adecoagro's Amended and Restated Restricted Share and Restricted Stock Unit Plan, according to the following:.

(*) The Board of Directors meeting to be held following the Annual General Shareholders meeting will resolve which Director will act as chairman of the Compensation Committee. The cash compensation for the Director to be appointed as chairman of the Compensation Committee of the Company will be USD70,000 instead of USD50,000. (**) Each of Mr. Mariano Bosch and Mr. Walter Marcelo Sánchez have declined and therefore will not receive their

fees in cash for an amount of USD50,000 or in restricted units for an amount of 6,441 each. The Board recommends a vote FOR the proposed compensation of directors.

6. Appointment of PricewaterhouseCoopers Société coopérative, réviseur d'entreprises agréé as

auditor of the Company for a period ending at the general meeting approving the annual accounts for the year ending December 31, 2014.

The Board recommends a vote FOR the re-appointment of PricewaterhouseCoopers Société coopérative, réviseur d'entreprises agréé as auditor of the Company for a term ending for a period ending at the general meeting approving the annual accounts for the year ending December 31, 2014.

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7. Increase of the number of members of the Board of Directors from nine (9) to eleven (11)

members.

The Board recommends a vote FOR the increase of the number of members of the Board from nine (9) to eleven (11)

members.

8. Election of the following members of the Board of Directors: (i) Mariano Bosch, Plínio Musetti, Daniel C. González and Dwight Anderson 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 2017; and (ii) Walter Marcelo Sánchez for a term of two (2) years, ending the date of the Annual General Meeting of Shareholders of the Company to be held in 2016.

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 indefinitively.

The Board recommends a vote FOR the re-election of Mariano Bosch and Plínio Musetti and the election of Daniel C. González and Dwight Anderson, each as member of the Board, for a term of three (3) years, ending the date of the Annual General Meeting of Shareholders of the Company to be held in 2017; and the election of Walter Marcelo Sánchez, for a term of two (2) years, ending the date of the Annual General Meeting of Shareholders of the Company to be held in 2016.

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

Mariano Bosch. Mr. Bosch is a co-founder of Adecoagro and has been the Chief Executive Officer for all operations in Argentina, Brazil and Uruguay since inception and a member of the Company's board of directors. From 1995 to 2002, Mr. Bosch served as the founder and Chief Executive Officer of BLS Agribusiness, an agricultural consulting, technical management and administration company. Mr. Bosch is also currently a member of the advisory board of Teays River Investments LLC, a farmland investment management firm in North America. Mr. Bosch has over 18 years of experience in agribusiness development and agricultural production. He actively participates in organizations focused on promoting the use of best practices in the sector, such as the Argentine Association of Regional Consortiums for Agricultural Experimentation (AACREA) and the Conservational Production Foundation (Producir Conservando). He graduated with a degree in Agricultural Engineering from the University of Buenos Aires. Mr. Bosch is an Argentine citizen.
Plínio Musetti. Mr. Musetti has been a member of the Company's board of directors since 2011 and an observer since 2010. Mr. Musetti is a partner responsible for the private equity investments at Pragma Patrimonio, a Brazilian family office, since June 2010. From 2008 to 2009, Mr. Musetti served as the Chief Executive Officer of Satipel Industrial S.A., leading the company's initial public offering process and aiding its expansion plan and merger with Duratex S.A. From 1992 to 2002, Mr. Musetti served as the Chief Executive Officer of Elevadores Atlas, during which time he led the company's operational restructuring, initial public offering process and the sale to the Schindler Group. From 2002 to 2008, Mr. Musetti served as a partner at JP Morgan Partners and Chief Executive Officer of Vitopel S.A. (JP Morgan Partners' portfolio company), where he led its private equity investments in Latin America. Mr. Musetti has also served as a Director of Diagnósticos de America S.A. from 2002 to 2009. In addition, Mr. Musetti is currently serving as a Board member of Elevadores Atlas S.A., Portobello S.A. and RaiaDrogasil S.A. Mr. Musetti graduated with degrees in Civil Engineering and Business Administration from Mackenzie University and attended the Program for Management Development at Harvard Business School in 1989. Mr. Musetti is a Brazilian citizen.
Daniel C. Gonzalez. Mr. Gonzalez holds a degree in Business Administration from the Argentine Catholic University. He served for 14 years in the investment bank Merrill Lynch & Co in Buenos Aires and New York, holding the positions of Head of Mergers and Acquisitions for Latin America and President for the Southern Cone

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(Argentina, Chile, Peru and Uruguay), among others. While at Merrill Lynch, Mr. Gonzalez played a leading role in several of the most important investment banking transactions in the region and was an active member of the firm´s global fairness opinion committee. He remained as a consultant to Bank of America Merrill Lynch after his departure from the bank. Previously, he was Head of Financial Planning and Investor Relations in Transportadora de Gas del Sur SA. Mr. Gonzalez is currently the Chief Financial Officer of YPF Sociedad Anónima, and also a member of the Board of Directors of Hidroneuquén S.A. and Hidroeléctrica Piedra del Aguila S.A. Mr. González is an Argentine citizen.
Dwight Anderson. Mr. Anderson is the Managing Partner of Ospraie Management LLC, which actively invests commodity markets and basic industries worldwide based on fundamental, bottom-up research. Mr. Anderson currently serves as Portfolio Manager of two absolute return hedge funds at Ospraie and Co-Portfolio Manager of the Firm´s Private Equity fund. Mr. Anderson has been focused on investing in basic industry companies and commodity markets for nearly 20 years. He launched Ospraie in 1999 in partnership with Tudor Investment Corporation, where he served as Head of the Basic Industries Group, before establishing Ospraie Management, LLC as an independent firm in 2004. Prior to joining Tudor, Mr. Anderson was a Managing Director in charge of Basic Industries and Commodities Group at Tiger Management. Mr. Anderson holds an MBA from the University of North Carolina and an AB in History from Princeton University. The University of North Carolina awarded Mr. Anderson with its Kenan-Flagler Young Alumni Award 2000 and its MBA Alumni Merit Award in 2007. In 2008, Mr. Anderson was inducted by NYU into Sir Harold Acton Society. Mr. Anderson is certified in production and inventory management by the APICS. Mr. Anderson serves on the Board of Trustees of NYU Langone Medical Center and UNC Kenan Flagler Business School. Mr. Anderson is a U.S. citizen.
Walter Marcelo Sanchez. Mr. Sanchez is a co-founder of Adecoagro and our Chief Commercial Officer for all operations in Argentina, Brazil and Uruguay and a member of Adecoagro's Senior Management since 2002. He coordinates the Commercial Committee and is responsible for the trading of all commodities produced by Adecoagro. Mr. Sanchez has over 22 years of experience in agricultural business trading and market development. Before joining us, he was the head of the business development department at Agroexpress.com S.A., an agriculture e-business marketplace. He has extensive international commercial expertise. He worked with South American Meat Products Company (SAMPCO) in Chicago, Illinois and traveled through Western Europe marketing beef products to restaurant chains such as MAREDO. Mr. Sanchez also worked as the commercial director of various agricultural companies, such as Distribuidora Chinquihue S.A. (a Chilean fish and shellfish trading company), Frigolomas S.A. (a beef processing company) and Fleimar S.A. (a marketer of meat products). Mr. Sanchez also had commercial responsibilities at Nutryte S.A. and Estancias y Cabana Las Lilas S.A. (formerly COMEGA S.A.), an Argentine farmland agribusiness company. Mr. Sanchez graduated from Universidad Nacional de Mar del Plata with a degree in Agricultural Engineering. Mr. Sánchez is an Argentine citizen.

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Each of the items to be voted on the Meeting will be passed by a simple majority of the votes validly cast, irrespective of the number of Shares represented.

Any shareholder who holds one or more shares(s) of the Company on March 7, 2014 (the "Record Date") shall be admitted to the Meeting and may attend the Meeting in person or vote by proxy. Those shareholders who have sold their Shares between the Record Date and the date of the Meeting cannot attend the Meeting or vote by proxy. In case of breach of such prohibition, criminal sanctions may apply.

Those holders who have withdrawn their shares from DTC between April 8, 2013 and the date of the Meeting should contact the Company in advance of the date of the meeting at 13-15, avenue de la Liberté, L-1931 Luxembourg or at Av. Fondo de la Legua 936, B1640EDO | Martínez, Pcia de Buenos Aires, Argentina, to make separate arrangements to be able to attend the meeting or vote by proxy.

Attached to this notice is a proxy card which you will need to complete in order to vote your

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Shares by proxy. Proxy cards must be received by the tabulation agent no later than 3:00 p.m. New York City Time on April 14, 2014 in order for such votes to count.

Copies of the Consolidated Financial Statements as of and for the years ended December 31,

2013, 2012, and 2011 of the Company and the Company's annual accounts as of December 31,

2013 together with the Company´s 2013 annual report, relevant management and audit reports are available on the Company's website www.adecoagro.com and may also be obtained free of charge at the Company's registered office in Luxembourg.

Yours faithfully

The Board of Directors

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Any shareholder who holds one or more shares(s) of the Company on March 7, 2014 (the "Record Date") shall be admitted to the Meeting and may attend the Meeting in person, through their duly appointed attorneys or vote by proxy. Attorneys must properly evidence their powers to represent a shareholder by a valid power-of-attorney which should be filed no later than April 14,

2014 at the address indicated below.

In the event of Shares owned by a corporation or any other legal entity, individuals representing such entity who wish to attend the Meeting in person and vote at the Meeting on behalf of such entity, must present evidence of their authority to attend and vote at the Meeting, by means of a proper document (such as a general or special power-of-attorney) issued by the respective entity. A copy of such power of attorney or other proper document should be filed not later than April 14, 2014, at any of the addresses indicated below.

Address for filing powers-of-attorney: Adecoagro S.A.

Vertigo Naos Building,

6 Rue Eugène Ruppert, L - 2453, Luxembourg Attention: Emilio Gnecco

To vote by proxy, holders of Shares will need to complete proxy cards. Proxy cards must be received by the tabulation agent at the return address indicated on the proxy cards, Computershare Shareowner Services LLC, P.O. Box 43101, Providence, RI 02940, no later than 3:00 p.m. New York City Time on April 14, 2014 in order for such votes to count.

If you hold your shares through a brokerage account, please contact your broker to receive information regarding how you may vote your shares.

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