Adecoagro : Agenda EGM 2016

Agenda for the Extraordinary General Meeting of Shareholders of the Company for Wednesday April 20th, 2016 to be held right thereafter the Annual General Meeting of Shareholders, in Luxembourg at the registered office of the Company, located at Vertigo Naos Building, 6, Rue Eugène Ruppert, L - 2453 Luxembourg:

1. Renewal of the authorized un-issued share capital of the Company of three billion US Dollars (USD3,000,000,000) consisting in two billion (2,000,000,000) shares, each with a nominal value of one US Dollars and fifty cents (USD1.5).

   Renewal of the authorized un-issued share capital of the Company of three billion US Dollars (USD3,000,000,000) consisting in two billion (2,000,000,000) shares, each with a nominal value of one US Dollars and fifty cents (USD1.5); renewal of the waiver of and agreement to the suppression or restriction of any pre-emptive right or preferential subscription right, renewal of the authorization granted to the board of directors of the Company (the "Board of Directors") to proceed to the issue of shares (or any securities or rights exchangeable for, convertible into, or giving subscription or like rights to, shares) within the authorized (unissued) share capital against contributions in cash, in kind or by way of incorporation of available premium or reserves or otherwise pursuant to the terms and conditions determined by the Board of Directors or its delegate(s) (including issue price or any terms or circumstances) while waiving, suppressing or limiting any pre-emptive subscription rights as provided for under Luxembourg law (and any related procedure) in the case of issues of shares within the authorized (unissued) share capital; acknowledgement and approval of the report of the Board of Directors made in accordance with article 32-3 (5) of the law of 10th August 1915 on commercial companies (as amended) (the "Law") regarding pre-emptive or subscription rights and the related waivers and authorizations; determination of validity of the renewed authorized (unissued) share capital and related waiver and authorization to the Board of Directors for a period starting on the day of the present meeting and ending on the 5th anniversary of the day of the publication of the minutes of the present meeting in the Mémorial.

   
   

2. Renewal of the authorization granted to the Company, and/or any wholly-owned subsidiary (and/or any person acting on their behalf), to purchase, acquire, receive or hold shares in the Company.

   Renewal of the authorization under article 49-2 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 purchase, acquire, receive or hold shares in the Company up to twenty per cent (20 %) of the issued share capital, on such terms as referred to below and as shall further be determined by the Board of Directors of the Company, such authorization being granted for another period of 5 years.

   Acquisitions may be made in any manner including without limitation, by tender or other offer(s), buy back 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:

3. 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);

4. in case of a tender offer (or if deemed appropriate by the Board of Directors, a buy back program),

5. 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;

6. 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.




7. Approval of the consequential amendment of article 5.1.1 of the articles of association of the Company, as follows:

"5.1.1. The Company has an authorized share capital of three billion US Dollars (USD3,000,000,000), including the issued share capital, represented by two billion (2,000,000,000) shares, each with a nominal value of one US Dollar and fifty cents (USD1.5). The Company's share capital (and any authorization granted to the Board of Directors in relation thereto) shall be valid from 20th April 2016 and until the fifth anniversary of publication in the Mémorial of the deed of the extraordinary General Shareholder's Meeting held on 20th April 2016. 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 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 and the General Shareholder's Meeting waived and has authorized the Board of Directors to waive, suppress or limit, any pre-emptive subscription rights of shareholders provided for by law to the extent it deems such waiver, suppression or limitation advisable for any issue or issues of shares within the authorized share capital."