b5d27efa-73e6-462e-8203-585b79de8466.pdf



IMPORTANT ANNUAL AND EXTRAORDINARY MEETINGS INFORMATION



X

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.


Annual and Extraordinary Meetings Proxy Card

q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q


A Annual General Meeting Proposals - The Board of Directors recommends a vote FOR Proposals 1 - 8.

+

For Against Abstain

  1. Approval of the Consolidated Financial Statements of

    ADECOAGRO S.A. as of and for the years ended

    December 31, 2015, 2014, and 2013.

  2. Approval of ADECOAGRO S.A.'s annual accounts as of December 31, 2015.


  3. Allocation of results for the year ended December 31, 2015.

  4. Vote on discharge (quitus) of the members of the Board of

    Directors for the proper exercise of their mandate during the year ended December 31, 2015.


  5. Approval of compensation of the members of the Board of Directors for year 2015.


  6. Approval of compensation of the members of the Board of Directors for year 2016.


  7. Appointment of PricewaterhouseCoopers Société coopérative,

    réviseur d'entreprises agréé as auditor of ADECOAGRO S.A. for a period ending at the general meeting approving the

    annual accounts for the year ending December 31, 2016.

  8. Election of the following members of the Board of Directors:

    1. - For a term of three (3) years each, ending on the date of the Annual General Meeting of Shareholders of ADECOAGRO S.A. to be held in 2019:

      For Against Abstain

      8.1(i) - Alan Leland Boyce

      8.1(ii) - Andres Velasco Branes

    2. - For a term of one (1) year each, ending on the date of the Annual General Meeting of Shareholders of ADECOAGRO S.A. to be held in 2017:

    3. For Against Abstain

      8.2(i) - Marcelo Vieira 8.2(ii) - Walter Marcelo Sanchez

      B

      Extraordinary General Meeting Proposals - The Board of Directors recommends a vote FOR Proposals 1 - 3.


      1. Renewal of the authorized unissued share capital of the Company of three billion US Dollars (USD 3,000,000,000) consisting in two billion (2,000,000,000) shares, each with a nominal value of one US Dollar and fifty cents (USD 1.5).

      2. Renewal of the authorization granted to the Company, and/or

        For Against Abstain


      3. Approval of the consequential amendment of article 5.1.1 of the articles of association of the Company as set out in the convening notice.

      For Against Abstain

      any wholly-owned subsidiary (and/or any person acting on their behalf) to purchase, acquire, receiver or hold shares in

      the Company.

      THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED,

      WILL BE VOTED "FOR" ITEMS 1 THROUGH 8 AND SUBSEQUENT 1 THROUGH 3.


      1 U P X +

      02BD7D


      Important notice regarding the Internet availability of proxy materials for the Annual and Extraordinary General Meetings of Shareholders.

      The Notice of Meeting is available at: http://www.adecoagro.com


      q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q


      Proxy - Adecoagro S.A. +

      Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders - April 20, 2016 THIS PROXY IS SOLICITED BY THE COMPANY

      By voting in favor of items 1-3 pertaining to the Extraordinary General Meeting of Shareholders, the shareholder expressly declares having received the convening notice containing the detailed resolutions of each of the above mentioned items and consents to vote in favor of such items as set out in their entirety the convening notices.


      The undersigned hereby appoints Mariano Bosch, and in case Mr. Bosch is absent at the meetings, Emilio F. Gnecco, and in case Mr. Gnecco is absent at the meetings, Carlos A. Boero Hughes, and in case Mr. Boero Hughes is absent, the chairman of the Annual General Meeting or Extraordinary General Meeting, as applicable, each with power to act without the other and with power of substitution, as proxy and attorney-in-fact and hereby authorizes such persons to represent and vote, as provided on the other side, all the shares of Adecoagro S.A. Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders of Adecoagro S.A. to be held April 20, 2016 or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meetings.


      C Non-Voting Items

      (Continued and to be marked, dated and signed, on the other side)

      Change of Address - Please print new address below. Comments - Please print your comments below.

      D

      Authorized Signatures - This section must be completed for your vote to be counted. - Date and Sign Below

      NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

      Date (mm/dd/yyyy) - Please print date below.

      Signature 1 - Please keep signature within the box. Signature 2 - Please keep signature within the box.



      IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - D ON BOTH SIDES OF THIS CARD. +

    Adecoagro SA issued this content on 23 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 23 March 2016 18:57:28 UTC

    Original Document: http://ir.adecoagro.com/download/20160323154813.pdf