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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
  OR  
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2025
  OR  
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE TRANSITION PERIOD FROM                     TO ________________
  
  OR  
¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  Date of event requiring this shell company report  
COMMISSION FILE NUMBER: 001-35052
Adecoagro S.A.
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
Grand Duchy of Luxembourg
(Jurisdiction of incorporation or organization)
28, Boulevard F.W. Raiffeisen, L-2411, Luxembourg
Tel: +352.266.449.935
(Address of principal executive offices)
Manuela Lamellari
28, Boulevard F.W. Raiffeisen,
L - 2411 Luxembourg
Email: manuela.lamellari@cscglobal.com
Tel: +352.2644.9494
(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common Shares AGRO New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
The number of outstanding shares of each of the issuer’s classes of capital stock
as of December 31, 2025:
142,576,786 Common Shares, par value $1.50 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
Yes ¨ No þ
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨
Accelerated filer þ
Non-accelerated filer ¨
   
Emerging growth company ¨
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☑ Yes ☐ No
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board þ Other ¨ 
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 ¨ Item 18 ¨ 
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ



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TABLE OF CONTENTS
   
   
 
     
     
     
 
 
 
 
       
 
 
 
 
       
       
 
 
 
 
E. CRITICAL ACCOUNTING ESTIMATES
       
 
 
 
 
 
ERRONEOUSLY AWARDED COMPENSATION
       
 
 
 
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FORWARD-LOOKING STATEMENTS 

This annual report contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about us and our industry. These forward-looking statements can be identified by words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “is/are likely to,” “may,” “plan,” “should,” “would,” or other similar expressions. The forward-looking statements included in this annual report relate to, among others:
•our business prospects and future results of operations;
•weather and other natural phenomena;
•developments in, or changes to, the laws, regulations and governmental policies governing our business, including limitations on ownership of farmland by foreign entities in certain jurisdictions in which we operate, environmental laws and regulations and the effects of the imposition of tariffs, the modification of trade agreements between countries or other international trade restrictions, as well as the related countermeasures taken by the countries impacted by such policies;
•the implementation of our business strategy;
•the correlation between petroleum, ethanol and sugar prices;
•our plans relating to acquisitions, joint ventures, strategic alliances or divestitures, and to consolidate our position in different businesses;
•the efficiencies, cost savings and competitive advantages resulting from acquisitions;
•the implementation of our financing strategy and capital expenditure plan;
•the maintenance of our relationships with customers;
•the competitive nature of the industries in which we operate;
•the cost and availability of financing;
•future demand for the commodities we produce;
•international prices for commodities;
•the condition of our land holdings;
•our relationship with Tether Global Investments Fund, S.I.C.A.F., S.A.(formerly Tether Holdings S.A., or Tether) as our majority stockholder, and its affiliates, and any related conflicts of interest following the consummation of the Offer;
•the development of the logistics and infrastructure for transportation of our products in the countries where we operate;
•our expectations regarding general market conditions as a result of the current geopolitical and economic instability, developments and further escalation of events, including, but not limited to, rising inflation and interest rates, and the outbreak of any pandemics or epidemics;
•the performance of the South American and world economies;
•the relative value of the Brazilian Real, the Argentine Peso and the Uruguayan Peso compared to other currencies; and
•the factors discussed under the section entitled “Risk Factors” in this annual report.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may turn out to be incorrect. Our actual results could be materially different from our expectations. In light of the risks and uncertainties described above, the estimates and forward-looking statements discussed in this annual report might not occur, and our future results and our performance may differ materially from those expressed in these forward-looking statements due to, including, but not limited to, the factors mentioned above. Because of these uncertainties, you should not make any investment decision based on these estimates and forward-looking statements. 

The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Certain Defined Terms
In this annual report, unless otherwise specified or if the context so requires:
•References to the terms “Adecoagro S.A,” “Adecoagro,” “we,” “us,” “our,” “Company”; and “our company” refer to, Adecoagro S.A., a corporation organized under the form of a société anonyme under the laws of the Grand Duchy of Luxembourg, and its subsidiaries.
•References to “IFH” and “IFH LP” mean the former International Farmland Holdings, LP, a limited partnership, (previously IFH LP and International Farmland Holdings, LLC, or IFH LLC) which was merged into Adecoagro LP.
•References to “Adecoagro LP” mean Adecoagro, LP SCS, a limited partnership organized under the form of a société comandite simple under the laws of the Grand Duchy of Luxembourg (previously Adecoagro LP and Adecoagro, LLC).
•References to “$,” “US$,” “U.S. dollars” and “dollars” are to U.S. dollars.
•References to “Argentine Pesos,” “Pesos” or “Ps.” are to Argentine Pesos, the official currency of Argentina.
•References to “Brazilian Real,” “Real,” “Reais” or “R$” are to the Brazilian Real, the official currency of Brazil.
•References to “Uruguayan Pesos,” are to Uruguayan Pesos, the official currency of Uruguay.
•Unless stated otherwise, references to “sales” are to the consolidated sales of goods and service rendered.
•References to “IFRS” are to IFRS Accounting Standards as issued by the International Accounting Standards Board and the interpretations of the International Financial Reporting Interpretations Committee.

The Consolidated Financial Statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 (hereinafter, the “Consolidated Financial Statements”) included in this annual report have been prepared in accordance with IFRS. All IFRS effective at the time of preparing the Consolidated Financial Statements have been applied.

Financial reporting in a hyperinflationary economy

IAS 29 “Financial Reporting in Hyperinflationary Economies” requires that the financial statements of entities whose functional currency is that of a hyperinflationary economy to be adjusted for the effects of changes in a suitable general price index and to be expressed in terms of the current unit of measurement at the closing date of the reporting period. Accordingly, the inflation produced from the date of acquisition or from the revaluation date, as applicable, must be computed in the non-monetary items.

In order to conclude whether an economy is categorized as hyperinflationary under the terms of IAS 29, the Standard details a series of factors to be considered, including the existence of a cumulative inflation rate for a three year period that approximates or exceeds 100 %.

Since 2018, when the cumulative inflation rate for the relevant three year period exceeded the 100% threshold, our operations in Argentina whose functional currency is the Argentine Peso have been deemed to be conducted in a hyperinflationary economy for accounting purposes under the terms of IAS 29. Accordingly, IAS 29 has been applied in the financial reporting of our subsidiaries that use the Argentine Peso as their functional currency since 2018.

The inflation adjustment for the years ended December 31, 2025, 2024 and 2023 was calculated by means of conversion factor derived from the Argentine price index published by the National Institute of Statistics and the year-over-year change in the index was 1.315: 2.117 and 3.114 , respectively.

Non-IFRS Financial Measures

To supplement our Consolidated Financial Statements, which are prepared and presented in accordance with IFRS, we use the following non-IFRS financial measures in this annual report, which are based on the information that arose from the Consolidated Financial Statements:
•Adjusted Consolidated EBITDA;
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•Adjusted Segment EBITDA;
•Adjusted Consolidated EBIT;
•Adjusted Segment EBIT;
•Adjusted Net Income;
•Adjusted Free Cash Flow;
•Adjusted Free Cash Flow from Operations;
•Net Debt; and
•Net Debt to Adjusted Consolidated EBITDA Ratio

In particular, Adjusted Consolidated EBITDA, Adjusted Segment EBITDA, Adjusted Consolidated EBIT and Adjusted Segment EBIT arose from our segment information in the Consolidated Financial Statements. Please refer to Note 3 to our Consolidated Financial Statements - Segment Information.

In this section, we provide an explanation of each of our non-IFRS financial measures. The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with IFRS. 

We use non-IFRS measures to internally evaluate and analyze financial results. We believe these non-IFRS financial measures provide investors with useful supplemental information about the liquidity and financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and enable comparison of our financial results with other public companies, many of which present similar non-IFRS financial measures. 

There are limitations associated with the use of non-IFRS financial measures as an analytical tool. In particular, many of the adjustments to our IFRS financial measures reflect the exclusion of items, such as depreciation of property, plant and equipment and amortization of intangible assets, changes in fair value and the related income tax effects of the aforementioned exclusions, that are recurring and will be reflected in our financial results for the foreseeable future. In addition, these measures may be different from non-IFRS financial measures used by other companies, limiting their usefulness for comparison purposes.
Adjusted Consolidated EBITDA, Adjusted Segment EBITDA, Adjusted Consolidated EBIT and Adjusted Segment EBIT 

We present Adjusted Consolidated EBITDA, Adjusted Segment EBITDA, Adjusted Consolidated EBIT and Adjusted Segment EBIT in this annual report as supplemental measures of performance of our company and of each operating segment, respectively, which are not required by, or presented in accordance with IFRS.

Adjusted Consolidated EBITDA equals the sum of our Adjusted Segment EBITDA for each of our operating segments. We define “Adjusted Consolidated EBITDA” as (i) consolidated net profit (loss) for the year, as applicable, before interest expense, income taxes, depreciation of property, plant and equipment, amortization of intangible assets, net gain or loss from fair value adjustments of investment property land, foreign exchange gains or losses, other net financial results, bargain purchase gain on acquisition and any charges related to impairments (ii) adjusted by those items, that do not impact profit and loss, but are recorded directly in shareholders’ equity, including (a) the gains or losses from disposals of noncontrolling interests in subsidiaries whose main underlying asset is farmland, reflected under the line item: “Reserve from the sale of noncontrolling interests in subsidiaries” and (b) the net increase in value of sold farmland, which is recognized in either revaluation surplus or retained earnings and reflected in shareholders’ equity under the line item “Reverse of revaluation surplus derived from disposals of assets”; and (iii) net of the combined effect of the application of IAS 29 and IAS 21 from the Argentine operations included in profit from operations.

We define “Adjusted Segment EBITDA” for each of our operating segments as (i) the segment’s share of consolidated profit (loss) from operations per segment information for the year, as applicable, before depreciation of property, plant and equipment and amortization of intangible assets, bargain purchase gain on acquisition and any charges related to impairments, (ii) adjusted by those items, that do not impact profit and loss, but are recorded directly in shareholders’ equity, including (a) the gains or losses from disposals of noncontrolling interests in subsidiaries whose main underlying asset is farmland, reflected under the line item “Reserve from the sale of noncontrolling interests in subsidiaries” and (b) the net increase in value of sold farmland, which is recognized in either revaluation surplus or retained earnings, and reflected in shareholder’ equity under the line item “Reverse of revaluation surplus derived from disposals of assets;” and (iii) net of the combined effect of the application of IAS 29 and IAS 21 to our Argentine operations included in profit from operations.
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We believe that Adjusted Consolidated EBITDA and Adjusted Segment EBITDA are important measures of operating performance for our company and each operating segment, respectively, because they allow investors to evaluate and compare our consolidated operating results and to evaluate and compare the operating performance of our segments, respectively, including our return on capital and operating efficiencies, from period to period by removing the impact of our capital structure (interest expense from our outstanding debt), asset base (depreciation and amortization), tax consequences (income taxes), bargain purchase gain on acquisition, any charges related to impairments, foreign exchange gains or losses and other financial results. In addition, by including the gains or losses from disposals of noncontrolling interests in subsidiaries whose main underlying asset is farmland, investors can also evaluate and compare the full value and returns generated by our land transformation activities. Other companies may calculate Adjusted Consolidated EBITDA and Adjusted Segment EBITDA differently, and therefore our Adjusted Consolidated EBITDA and Adjusted Segment EBITDA may not be comparable to similar measures used by other companies. Adjusted Consolidated EBITDA and Adjusted Segment EBITDA are not measures of financial performance under IFRS, and should not be considered in isolation or as an alternative to consolidated net profit (loss), cash flows from operating activities, segment profit from operations and other measures determined in accordance with IFRS. Items excluded from Adjusted Consolidated EBITDA and Adjusted Segment EBITDA are significant and necessary components to the operations of our business, and, therefore, Adjusted Consolidated EBITDA and Adjusted Segment EBITDA should only be used as a supplemental measure of our company’s operating performance, and of each of our operating segments, respectively. We also believe Adjusted Consolidated EBITDA and Adjusted Segment EBITDA are useful for securities analysts, investors and others to evaluate and compare the financial performance of our company and other companies in the agricultural industry. These non-IFRS measures should be considered in addition to, but not as a substitute for or superior to, the information contained in either our statements of income or segment information.

Our Adjusted Consolidated EBIT equals the sum of our Adjusted Segment EBITs for each of our operating segments. We define “Adjusted Consolidated EBIT” as (i) consolidated net profit (loss) for the year, as applicable, before interest expense, income taxes, foreign exchange gains or losses and other net financial results; (ii) adjusted by gains or losses from disposals of noncontrolling interests in subsidiaries whose main underlying asset farmland; (iii) the net increase in value of sold farmland, which has been recognized in either revaluation surplus or retained earnings; (iv) net gain/loss from fair value adjustments of investment property land; (v) bargain purchase gain on acquisition; (vi) any impairment charges and (vii) net of the combined effect of the application of IAS 29 and IAS 21 on our Argentine operations for those subsidiaries whose functional currency is the Argentine peso, included in profit from operations. We define “Adjusted Segment EBIT” for each of our operating segments as the segment’s share of (i) consolidated profit (loss) from operations before financing and taxation as per segment information for the year, as applicable; and (ii) net gain/loss from fair value adjustments of investment property land; (iii) bargain purchase gain on acquisition; (iv) any impairment charges and (v) adjusted by those items, that do not impact profit and loss, but are recorded directly in shareholders’ equity, including (a) the gains or losses from disposals of noncontrolling interests in subsidiaries whose main underlying asset is farmland, reflected under the line item: "Reserve from the sale of noncontrolling interests in subsidiaries”; (b) the net increase in value of sold farmland, which has been recognized in either revaluation surplus of retained earnings.

We believe that Adjusted Consolidated EBIT and Adjusted Segment EBIT are important measures of operating performance, for our company and each operating segment, respectively, because they allow investors to evaluate and compare our consolidated operating results and to evaluate and compare the operating performance of our segments, from period to period by including the impact of depreciable fixed assets and removing the impact of our capital structure (interest expense from our outstanding debt), tax consequences (income taxes), foreign exchange gains or losses and other financial results. In addition, by including the gains or losses from disposals of noncontrolling interests in subsidiaries whose main underlying asset is farmland and also the sale of farmlands, and any impairments, investors can evaluate the full value and returns generated by our land transformation activities. Other companies may calculate Adjusted Consolidated EBIT and Adjusted Segment EBIT differently, and therefore our Adjusted Consolidated EBIT and Adjusted Segment EBIT may not be comparable to similar measures used by other companies. Adjusted Consolidated EBIT and Adjusted Segment EBIT are not measures of financial performance under IFRS, and should not be considered in isolation or as an alternative to consolidated net profit (loss), cash flows from operating activities, segment profit from operations and other measures determined in accordance with IFRS. Items excluded from Adjusted Consolidated EBIT and Adjusted Segment EBIT are significant and necessary components to the operations of our business, and, therefore, Adjusted Consolidated EBIT and Adjusted Segment EBIT should only be used as a supplemental measure of the operating performance of our company, and of each of our operating segments, respectively.

Adjusted Net Income

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We define Adjusted Net Income as (i) profit / (loss) for the year before net gain / (losses) from fair value adjustments of investment property land, bargain purchase gain on acquisition and any impairment charges; plus (ii) any non-cash finance costs resulting from foreign exchange gain/losses for such period, which are composed by both exchange differences and cash flow hedge transfer from equity, included in Financial Results, net, in our statement of income; net of the related income tax effects, plus (iii) gains or losses from disposals of non-controlling interests in subsidiaries whose main underlying asset is farmland, which are reflected in our shareholders’ equity under the line item “Reserve from the sale of non-controlling interests in subsidiaries” if any, plus (iv) the reversal of the aforementioned income tax effect, plus (v) inflation accounting effect; plus (vi) the net increase in value of sold farmland, which has been recognized in either revaluation surplus or retained earnings, if any.

We believe that Adjusted Net Income is an important measure of performance for our company allowing investors to properly assess the impact of the results of our operations in our equity. In fact, results arising from the revaluation effect of our net monetary position held in foreign currency in the countries where our functional currency is the local currency do not affect the equity of the Company, when measured in foreign / reporting currency. Conversely, the tax effect resulting from the aforementioned revaluation effect does impact the equity of the Company, since it reduces/increases the income tax to be paid in each country. Accordingly we have added back the income tax effect to Adjusted Net Income.

In addition, by including the gains or losses from disposals of non-controlling interests in subsidiaries whose main underlying asset is farmland, investors can also include the full value and returns generated by our land transformation activities.

Other companies may calculate Adjusted Net Income differently, and therefore our Adjusted Net Income may not be comparable to similar measures used by other companies. Adjusted Net Income is not a measure of financial performance under IFRS, and should not be considered in isolation or as an alternative to consolidated net profit (loss). This non-IFRS measure should be considered in addition to, but not as a substitute for or superior to, the information contained in our consolidated financial statements.

Adjusted Free Cash Flow and Adjusted Free Cash Flow from Operations

We define Adjusted Free Cash Flow as the aggregate of (i) net cash generated from operating activities net of the combined effect of the application of IAS 29 and IAS 21 on our Argentine operations, (ii) net cash used in investing activities net of the combined effect of the application of IAS 29 and IAS 21 on our Argentine operations -excluding the combined effect in other financial income-, less (iii) interest paid net of the combined effect of the application of IAS 29 and IAS 21 on our Argentine operations, plus (iv) proceeds from the sale of non-controlling interest in farming subsidiaries; less (v) lease payments, less (vi) dividends paid to noncontrolling interest, plus (vii) the net of acquisition/disposal of short-term investments net of the combined effect of the application of IAS 29 and IAS 21 on our Argentine operations, and less (viii) other financial income derived from gains on bond arbitrage transactions. We define Adjusted Free Cash Flow from Operations as the aggregate of (i) net cash generated from operating activities net of the combined effect of the application of IAS 29 and IAS 21 on our Argentine operations, less (ii) net cash used in investing activities net of the combined effect of the application of IAS 29 and IAS 21 on our Argentine Operations -excluding the net of the combined effect in other financial income-, less (iii) interest paid net of the combined effect of the application of IAS 29 and IAS 21 on our Argentine operations, plus (iv) proceeds from the sale of noncontrolling interest in subsidiaries; less (v) lease payments, less (vi) dividends paid to noncontrolling interest plus (vii) the net of acquisition/disposal of short-term investments net of the combined effect of the application of IAS 29 and IAS 21 on our Argentine operations, less (viii) other financial income derived from gains on bond arbitrage transactions, less (ix) expansion capital expenditures.

We believe that the measures of Adjusted Free Cash Flow and Adjusted Free Cash Flow from Operations are important measures of liquidity that enable investors to draw important comparisons year to year of the amount of cash generated by the Company’s principal business and financing activities, after paying for recurrent items, including interest, taxes and maintenance capital expenditures.

Expansion capital expenditures is defined as the required investment to expand current production capacity including organic growth, joint ventures and acquisitions. We define maintenance capital expenditures as the necessary investments in order to maintain the current level of productivity both at an agricultural and industrial level. Proceeds from the sale of noncontrolling interest in farming subsidiaries is a measure of the cash generated by the sale of farms, which is included under cash from financing activities pursuant to IFRS.

We believe Adjusted Free Cash Flow is an important liquidity measure for the Company because it allows investors and others to evaluate and compare the amount of cash generated by the Company business and financing activities to undertake growth investments, to fund acquisitions, to reduce outstanding financial debt, and to provide a return to shareholders in the form of dividends and/or share repurchases, among others.
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We believe Adjusted Free Cash Flow from Operations is an additional important liquidity metric for the Company because it allows investors and others to evaluate and compare the total amount of cash generated by the Company’s business and financing activities after paying for recurrent items including interests, taxes and maintenance capital expenditures. We believe this metric is relevant in evaluating the overall performance of our business.

Other companies may calculate Adjusted Free Cash Flow and Adjusted Free Cash Flow from Operations differently, and therefore, our formulation may not be comparable to similarly titled measures used by other companies. Adjusted Free Cash Flow and Adjusted Free Cash Flow from Operations are not measures of liquidity under IFRS, and should not be considered in isolation or as an alternative to consolidated, cash flows from operating activities, net increase, (decrease) in cash and cash equivalents and other measures determined in accordance with IFRS.

Net Debt and Net Debt to Adjusted Consolidated EBITDA Ratio

Net debt is defined as the sum of current and non-current borrowings, less cash and cash equivalents and short-term investments. This measure is widely used by management.

Management is consistently tracking our leverage position and our ability to repay and service our debt obligations over time. We have therefore set a leverage ratio target that is measured by net debt divided by Adjusted Consolidated EBITDA.

We believe that the ratio of net debt to Adjusted Consolidated EBITDA provides useful information to investors because management uses it to manage our debt-equity ratio in order to promote access to capital markets and our ability to meet scheduled debt service obligations.

Fiscal Year and Harvest Year

Our fiscal year begins on January 1 and ends on December 31 of each year. However, our production is based on the harvest-year for each of our crops and rice. A harvest-year varies according to the crop or rice and to the climate in which it is grown. Due to the geographic diversity of our farms, the planting period for a given crop or rice may start earlier on one farm than on another, causing differences in their respective harvesting periods. The presentation of production volume (tons) and product area (hectares) in this annual report, in respect of the harvest-years for each of our crops and rice, starts with the first day of the planting period at the first farm to start planting on that harvest-year and continues to the last day of the harvesting period of the respective crop or rice on the last farm to finish harvesting that harvest-year, as shown in the table below.

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Planting Harvest Storage, Processing & Selling
May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar
Humid Pampas and South West (Argentina) Soybean
Corn
Wheat / Barley
Soybean second harvest
Corn second harvest
Peanut
Sunflower
Northern Argentina Soybean
Corn / Sunflower
Wheat / Barley
Soybean / Corn second harvest
Cotton
Rice
Uruguay Soybean
Corn
Wheat / Barley
Soybean / Corn second harvest
Rice

Product area for cattle is presented on a harvest-year basis given that land utilized for cattle operations is linked to our farming operations and use of farmland during a harvest year. Production volumes for dairy and cattle operations are presented on a fiscal year basis. On the other hand, production volumes and product area in our Sugar, Ethanol and Energy business are presented on a fiscal-year basis.
The financial results for all of our products are presented on a fiscal-year basis.
Certain Weight Units and Measures in the Agricultural Business
Weight units and measures used in agriculture vary according to the crop and producing country. In order to permit comparability of our operating data with operating data from the international markets, the following table sets forth key weight units and measures used in the agricultural industry:
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Agricultural weight units and measures    
1 metric ton 1,000 kg 1.102 U.S. (short) tons
1 cubic meter 1,000 liters  
1 kilogram (kg) 2.20462 pounds  
1 pound 0.45359 kg  
1 acre 0.40469 hectares  
1 hectare (ha) 2.47105 acres  
Soybean and Wheat    
1 bushel of soybean 60 pounds 27.2155 kg
1 bag of soybean 60 kg 2.20462 bushels
1 bushel/acre 67.25 kg/ha  
1.00 U.S. dollar/bushel 2.2046 U.S. dollar/bag  
Corn    
1 bushel of corn 56 pounds 25.4012 kg
1 bag of corn 60 kg 2.36210 bushels
1 bushel/acre 62.77 kg/ha  
1.00 U.S. dollar/bushel 2.3621 U.S. dollar/bag  
Dairy    
1 liter 0.264 gallons 2.273 pounds
1 gallon 3.785 liters 8.604 pounds
1 lbs 0.440 liters 0.116 gallons
1.00 U.S. dollar/liter 43.995 U.S. dollar/cwt 3.785 U.S. dollar/gallon
1.00 U.S. dollar/cwt 0.023 U.S. dollar/liter 0.086 U.S. dollar/gallon
1.00 U.S. dollar/gallon 0.264 U.S. dollar/liter 11.622 U.S. dollar/cwt
Sugar and Ethanol    
1 kg of TRS equivalent 0.95 kg of VHP Sugar 0.59 liters of Hydrated Ethanol
1.00 US$ cents/pound 22.04 U.S. dollar/ton  

Presentation of Information — Market Data and Forecasts

This annual report includes information provided by us and by third-party sources that we believe are reliable, including data related to the economic conditions in the markets in which we operate. Unless otherwise indicated, information in this annual report concerning economic conditions is based on publicly available information from third-party sources which we believe to be reasonable. The economic conditions in the markets in which we operate may deteriorate, and those economies may not grow at the rates projected by market data, or at all. The deterioration of the economic conditions in the markets in which we operate may have a material adverse effect on our business, results of operations and financial condition and the market price of our common shares.

Rounding 

We have made rounding adjustments to reach some of the figures included in this annual report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.
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PART I
Item 1.    Identity of Directors, Senior Management and Advisers
 
Not applicable. 
Item 2.    Offer Statistics and Expected Timetable

Not applicable.
Item 3.    Key Information 

A.    [RESERVED]

B.    CAPITALIZATION AND INDEBTEDNESS
Not Applicable.
C.    REASONS FOR THE OFFER AND USE OF PROCEEDS
Not Applicable.
D.    RISK FACTORS

Investing in our common shares involves a high degree of risk. Before making an investment decision, you should carefully consider the information contained in this annual report, particularly the risks described below, as well as in our Consolidated Financial Statements and accompanying notes. Our business activities, cash flow, financial condition and results of operations could be materially and adversely affected by any of the risks and uncertainties mentioned below. The market price of our common shares may decrease due to any of these risks or other factors, and you may lose all or part of your investment. The risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations.

For purposes of this section, the indication that a risk, uncertainty or problem may or will have a “material adverse effect on us” or that we may experience a “material adverse effect” means that the risk, uncertainty or problem could have a material adverse effect on our business, financial condition or results of operations and/or the market price of our common shares, except as otherwise indicated or as the context may otherwise require. Investors should view similar expressions in this section as having a similar meaning.

Summary of Risk Factors

The risks facing us and our business are many and varied. Set forth below is a summary of the risk factors more fully described herein.

The risks related to our business and industries include the following:
•Unpredictable weather conditions, including as a result of climate change, pest infestations and diseases may have an adverse impact on agricultural production.
•Fluctuations in market prices for our products could adversely affect our financial condition and results of operations.
•Ethanol prices are correlated to the price of sugar and are also closely correlated to the price of petroleum, so that a decline in the price of sugar or a decline in the price of petroleum will adversely affect our sugar and ethanol businesses.
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•The expansion of our business through acquisitions poses risks that may reduce the benefits we anticipate from these transactions.
•Our business may be materially and adversely affected by changes in international trade and economic and other conditions in key export markets for our products, including the imposition of tariffs, the modification of trade agreements between countries or other international trade restrictions.
•A significant increase in the price of raw materials we use in our operations, or the shortage of such raw materials, could adversely affect our results of operations.
•We cannot guarantee that our suppliers will not engage in improper practices, including inappropriate labor or manufacturing practices.
•Increased fuel and energy prices and frequent interruptions of energy supply could adversely affect our business.
•Our business may be materially and adversely affected by the emergence of epidemics or pandemics.
•A worldwide economic downturn could weaken demand for our products or lower prices.
•Our business is seasonal and our results may fluctuate significantly depending on the growing cycle of our crops.
•We face significant competition across our business segments, which could adversely affect our financial performance.
•Our current insurance coverage may not be sufficient to cover our potential losses.
•Cybersecurity incidents, including attacks on the infrastructure necessary to maintain our IT systems, may adversely affect us.
•Governmental policies reducing the amount of ethanol required to be added to gasoline, or eliminating tax incentives for flex-fuel vehicles, may adversely affect our business.
•Growth in the sale and distribution of ethanol depends in part on infrastructure improvements, which may not occur on a timely basis, if at all.
•A substantial portion of our assets is farmland that is highly illiquid.
•We have entered into agriculture partnership agreements in respect of a significant portion of our sugarcane plantations.
•Our performance depends on favorable working relationships with our employees and compliance with labor laws. Any strain on these relationships or increased labor costs could adversely affect our business.
•We may not possess all permits and licenses required to operate our business, or we may fail to renew or maintain the licenses and permits we currently hold which could subject us to fines and other penalties.
•Our business is subject to significant governmental regulation, which may adversely affect our results of operations and financial condition.
•Climate change may impose increased costs on our operations.
•Countries may adopt regulations specifically affecting the agricultural sector and related industries or take other measures impacting the research, experiment, production, processing, marketing, import and export of our products.
•We may face restrictions and penalties under consumer protection laws.
•IFRS requires us to measure our biological assets at fair value and therefore limit the comparability of our financial statements to similar issuers applying US GAAP.
•Our indebtedness could impair our financial condition and impair our ability to receive or pay out dividends.
•The terms of our indebtedness and that of certain of our subsidiaries impose significant restrictions on our operating and financial flexibility.
•Fluctuations in interest rates could have a significant impact on our results of operations, indebtedness and cash flow.
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•We may need additional capital and we may not be able to obtain it.
•There is a risk that we could be treated as a U.S. domestic corporation for U.S. federal income tax purposes, which could materially increase our U.S. federal income tax liability and subject any dividends we pay to U.S. federal withholding tax.
•We may be classified by the IRS as a “passive foreign investment company,” which may result in adverse tax consequences for U.S. investors in our common shares.
•We are subject to anti-corruption, anti-bribery, anti-money laundering and other international trade laws and regulations.
•We may be adversely affected by the ongoing war between Russia and Ukraine, the conflict between Israel and Hamas, the blockade of the Strait of Hormuz by Iran, and other related conflicts in the Middle East, as well as the ensuing global geopolitical and economic instability.
•Technological advances or alternative products may affect demand for our products and services or require substantial capital investments to remain competitive.
•Our use of artificial intelligence (“AI”), including generative AI, may expose us to additional risks and uncertainties that could adversely affect our business.
•Security breaches and other disruptions could compromise our technology infrastructure and information and expose us to processes disruption and liability, which would cause our business and reputation to suffer.
•We depend on our information technology systems and any failure of these systems could adversely affect our business.
•Noncompliance with data protection laws could adversely affect our business.
•Our operations are subject to disruptions by third parties who interfere with the possession of our real estate or our means of production.
•Tether owns approximately 74% of the outstanding common shares of the Company and, as such, will have the ability to effect certain decisions requiring shareholder approval, which may be inconsistent with the interests of our other shareholders
We also face risks related to the acquisition of Profertil, which include the following
•The financial position and results of operations of Adecoagro following the acquisition of Profertil may differ materially from our expectations.
•The acquisition of Profertil is subject to mandatory notification to the Argentine Antitrust Authority.
We also face risks associated with the countries in which we operate, primarily in Argentina and Brazil, which include the following:
•Our results of operations and financial condition are dependent upon economic conditions in the emerging countries in which we operate.
•Economic and political conditions in the countries in which we operate, and the perception of these conditions in international markets, may adversely impact our business, our access to capital and debt markets, and our results of operations and financial condition.
•The economies of the countries in which we operate may be adversely affected by the deterioration of other global markets.
•Governments have a high degree of influence in the economies in which we operate, which could adversely affect our results of operations or financial condition.
•Currency exchange rate fluctuations relative to the U.S. dollar in the countries in which we operate our businesses may adversely impact our results of operations and financial condition.
•Inflation in some of the countries in which we operate, along with governmental measures to curb inflation, may have a significant negative effect on the economies of those countries and, as a result, on our financial condition and results of operations.
•Any deterioration in Brazil’s or our credit rating may adversely affect the trading price of our common shares and us.
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•Disruption of transportation and logistics services, insufficient investment in public infrastructure or disruption to any aspect of the supply chain could adversely affect our operating results.
•The Argentine economy may be affected by its government’s limited access to financing from international markets and the result of any failure to pay its debt obligations.
•Argentina’s current account and balance of payment imbalances could lead to a depreciation of the Peso, and as a result, affect our results of operations, our capital expenditure program and our ability to service our foreign currency liabilities.
•Failure to adequately address actual and perceived risks of institutional corruption may adversely affect the economy and financial condition of the emerging markets in which we operate.
•Laws on the foreign ownership of rural properties may adversely affect our results of operations and future investments in rural properties.
•An increase in export and import duties and controls may have an adverse impact on our sales.
•Exchange controls restrict the inflow and outflow of funds and may substantially limit the ability of companies to retain or obtain foreign currency or make payments abroad.
•Changes in tax laws, incentives, benefits and regulations may have a material adverse impact on the taxes applicable to our business and may increase our tax burden.
•We receive certain tax benefits from Brazilian tax authorities, and there can be no assurance that such benefits will be maintained or renewed.
•As a Luxembourg corporation (“société anonyme”) we and our common shares are also exposed to risks that include the following:
•Our exemption as a “foreign private issuer” from certain rules under the U.S. securities laws will result in less information about us being available to investors than for U.S. companies, which may result in our common shares being less attractive to investors.
•We are a Luxembourg corporation (“société anonyme”) and it may be difficult for you to obtain or enforce judgments against us or our executive officers and directors in the United States.
•Our shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. corporation, which could adversely impact trading in our common shares and our ability to conduct equity financings.
•Luxembourg and European Union insolvency and bankruptcy laws and regulations are substantially different from U.S. insolvency laws and may offer our shareholders less protection than they would have under U.S. insolvency and bankruptcy laws.
•Our ability to pay dividends is subject to Luxembourg law and requirements.
•We are a holding company and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments, which they may not be able to do.

Risks Related to Our Business and Industries

Unpredictable weather conditions, including as a result of climate change, pest infestations and diseases may have an adverse impact on agricultural production. 

Severe weather or environmental conditions, in particular, droughts, hail, floods, frost or pestilence, are unpredictable and may have a significant adverse impact on agricultural production and the supply and price of agricultural commodities that we sell and use in our business. Moreover, adverse weather conditions may be exacerbated by the effects of climate change which impact the entirety of our business and policies. See “—Climate change may impose increased costs on our operations.” Additionally, higher than average temperatures and rainfall can contribute to an increased pestilence, which may adversely impact our agricultural production.

Our sugar production depends on the volume and sucrose content of the sugarcane that we cultivate or that is supplied to us by growers located in the vicinity of our mills. Both sugarcane yields and sucrose content depend primarily on weather conditions such as rainfall and temperature, which can vary.
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Weather conditions have historically caused volatility in the ethanol and sugar industries. Future weather patterns may reduce the amount of sugarcane that we can harvest or purchase, or the sucrose content in such sugarcane, and, consequently, the amount of sugar and ethanol we can produce in any given harvest. Any reduction in production volumes could have a material adverse effect on our results of operations and financial condition.

Since June 2023, sea surface temperature conditions exhibited a pattern characteristic of the climate phenomenon commonly known as “El Niño”, with a band of warm waters across the equatorial Pacific and signs of anomalous convective activity from August 2023 onward. Classified as moderate to strong, this El Niño event had significant and varied impacts across different regions, which impacted our agricultural production. Although the physical impact of adverse weather events on our business remains uncertain, according to Monthly Report No. 8 - El Niño Panel (“Boletim Mensal nº 8”), published by INPE (“Instituto Nacional de Pesquisas Espaciais”), INMET (“Instituto Nacional de Meteorologia”), ANA (“Agência Nacional das Águas e Saneamento Básico”), and CENAD (“Centro Nacional de Gerenciamento de Riscos e Desastres”), current sea surface temperature conditions in the equatorial Pacific are near climatological averages, indicating the dissipation of El Niño and a transition to neutral conditions. Warnings from the National Oceanic and Atmospheric Administration (NOAA) indicate the potential emergence of a “Super El Niño” in 2026, with a 62% probability of development between June and August 2026. This global climate phenomenon could lead to extreme weather patterns across South America, including increased precipitation in certain regions and severe droughts in others, which could adversely affect our crop yields and logistical operations in late 2026 and early 2027.

Similarly, the occurrence and effects of disease and pestilence can be unpredictable and devastating to agricultural products, potentially rendering all or a substantial portion of the affected harvest unsuitable for sale. Our agricultural products are also susceptible to fungi and bacteria that are associated with excessively moist conditions. Our results of operations could be adversely affected in such cases where our production is materially affected and all or a substantial portion of the production costs have been incurred, including as a result of Spiroplasma disease in our crops. During the 2023/2024 harvest season, due to climatic conditions in some of our productive regions, late corn production was affected by this plague. There can be no assurance that such events in the future will not adversely affect our operating results and financial condition. Furthermore, if we fail to control pestilence or disease and our production is threatened, we may be unable to supply our main customers, which could affect our results of operations and financial condition.

In addition, disease among our dairy cattle herd, such as mastitis, tuberculosis, brucellosis and foot-and-mouth disease, could have an adverse effect on productivity. Outbreaks of cattle diseases may also result in the closure of certain important markets to our cattle-derived products. Although we abide by national veterinary health guidelines, which include laboratory analyses and vaccination, to control diseases among the herds, especially foot-and-mouth disease, we cannot assure that future outbreaks of cattle diseases will not occur. A future outbreak of diseases among our cattle herds could adversely affect our milk sales and operating results and financial condition. Furthermore, outbreaks, or fears of outbreaks, of any of these or other animal diseases may lead to the cancellation of orders by our customers, in particular if the disease has the potential to affect human health or create adverse publicity that may have a material adverse effect on consumer demand for our products.

Moreover, outbreaks of animal disease may lead foreign governments to ban the importation of some or all of our products, which may result in the destruction of some or all of these animals. The appearance of new diseases or the mutation or proliferation of existing diseases could also damage or completely destroy our crops and cattle herds, which would materially and adversely affect our business, financial condition and results of operations.

Fluctuations in market prices for our products could adversely affect our financial condition and results of operations.

Prices for agricultural products and by-products, including, among others, sugar, ethanol, grains and powder milk, have historically been cyclical and sensitive to domestic and international changes in supply and demand and can be expected to fluctuate significantly. In addition, the agricultural products and by-products and fertilizers like urea, we produce are traded on commodities and futures exchanges and thus are subject to speculative trading, which may adversely affect us. The prices that we are able to obtain for our agricultural products and by-products depend on many factors beyond our control including:

•prevailing global commodity prices, which historically have been subject to significant fluctuations over relatively short periods of time, depending on worldwide demand and supply as well as factors related to financial speculation;
•changes in the agricultural subsidy levels of certain important producers (mainly the U.S. and the European Union, or the “E.U.”), tariffs and trade barriers with regard to certain important consumer markets (see—Our business may be materially and adversely affected by changes in international trade and economic and other conditions in key export markets for our products, including the imposition of tariffs, the modification of trade agreements between countries or other international trade) and the adoption of other government policies affecting industry market conditions and prices;
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•changes to trade barriers of certain important consumer markets (including China, India, the U.S. and the E.U.) and the adoption of other governmental policies affecting industry market conditions and prices;
•changes in government policies for biofuels;
•disruptions in commodity markets caused by global events, including epidemics, pandemics, the ongoing war between Russia and Ukraine, the Israel-Hamas military conflict, the blockade of the Strait of Hormuz by Iran, and the resulting increased tensions in the Middle East region;
•available transportation methods and infrastructure development in the regions where we operate or in remote areas serving local markets and which affect the local prices of our crops;
•world inventory levels, i.e., the supply of commodities carried over from year to year;
•climatic conditions and natural disasters in areas where agricultural products are cultivated;
•cost of raw materials; and supply of and demand for competing commodities and substitutes;
•the production capacity of our competitors; and
•demand for and supply of competing commodities and substitutes.

Further, because we may not hedge 100% of the price risk of our agricultural products, we are unable to have minimum price guarantees for all of our production and are, therefore, exposed to risks associated with the prices of agricultural products and their volatility. As a result, we are subject to fluctuations in prices of agricultural products that could result in our receiving lower prices for our agricultural products than our production costs.

For example, in 2025 sugar prices in U.S. dollars traded on average at 16.97ctc/lb according to the International Exchange - New York, or “ICE NY”, anhydrous and hydrous ethanol prices in Brazilian Reais were on average R$3,136/liter and R$2,737/liter, respectively according to the center for Advanced Studies on Applied Economics (Centro de Estudos Avançados em Economia Aplicada (CEPEA/ESALQ)).

Also, domestic prices of electricity exported to the grid, in particular, electricity produced by hydroelectric generators, are impacted by weather conditions. In 2025, the average energy spot price (PLD) reached R$180.55/MWh, 41% higher compared to 2024 (R$127.95/MWh). Forecasts for 2026 indicate an average price of approximately R$220.00/MWh, representing an increase of 22% compared to 2025.

Moreover, there is a strong relationship between the value of our land holdings and market prices of the commodities we produce, which are affected by global economic conditions. A decline in the prices of grains, sugar, ethanol, or related by-products below their current levels for a sustained period of time could significantly reduce the value of our land holdings and materially and adversely affect our financial condition and results of operations.

Ethanol prices are correlated to the price of sugar and are also closely correlated to the price of petroleum, so that a decline in the price of sugar or a decline in the price of petroleum will adversely affect our sugar and ethanol businesses.

The vast majority of ethanol in Brazil is produced at sugarcane mills that produce both ethanol and sugar. Because sugarcane millers are able to alter their product mix in response to the relative prices of ethanol and sugar, the prices of both products are directly correlated, and the correlation between ethanol and sugar prices may increase over time. Sugar prices in Brazil are determined by prices in the world market, resulting in a correlation between Brazilian ethanol prices and world sugar prices. Accordingly, a decline in sugar prices would have an adverse effect on the financial performance of our ethanol and sugar businesses.

In addition, gasoline prices in Brazil are significantly influenced by the Brazilian government. Because flex-fuel vehicles, which have become popular in Brazil, allow consumers to choose between gasoline and ethanol at the pump rather than at the showroom, ethanol prices are correlated to gasoline prices as well and, consequently, international oil prices. In Brazil, petroleum and petroleum derivatives have historically been subject to price controls. Currently there is no legislation or regulation in force that grants the Brazilian government the authority to set prices for petroleum, petroleum products, ethanol or vehicular natural gas. However, because Petróleo Brasileiro S.A. – Petrobras, the dominant player in Brazil’s oil-based fuels market, is a government-controlled company, domestic prices for petroleum and petroleum products may be influenced by governmental policies and considerations.
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This may result in divergences between international reference prices and prevailing prices in Brazil, which could adversely affect our business and results of operations..

We believe that the correlation between petroleum, ethanol and sugar prices will increase over time. Accordingly, a decline in sugar prices will have an adverse effect on the financial performance of our ethanol and sugar businesses, and a decline in petroleum prices could make ethanol less competitive and reduce demand, despite increased sales of flex-fuel vehicles, affecting our results and financial condition, including cash flows. Finally, a decrease in gasoline prices could make ethanol less competitive and result in a reduction in demand even if demand for flex-fuel vehicles were to increase, which could adversely affect our financial condition and results of operations.

The expansion of our business through acquisitions poses risks that may reduce the benefits we anticipate from these transactions.

As part of our business strategy, we have grown through acquisitions. We plan to continue growing by acquiring other farms and production facilities throughout South America. A significant recent step in this strategy is our acquisition of a 90% stake in Profertil S.A. (“Profertil”) from Nutrien Ltd. (“Nutrien”) and YPF S.A. (“YPF”). This transaction positions us as the controlling shareholder, alongside Asociación de Cooperativas Argentinas Coop. Ltda. (“ACA”), in Argentina’s leading producer of urea and ammonia, strengthening our fertilizer supply chain and regional industrial footprint. We believe that the agricultural industry and agricultural activity in the region are highly fragmented and that our future consolidation opportunities will continue to be significant to our growth. However, our management is unable to predict whether or when any prospective acquisitions or strategic alliances will occur, or if such transactions will be agreed upon on favorable terms and conditions. Our ability to continue to expand our business successfully through acquisitions and strategic alliances, including the successful integration and joint operation of Profertil, depends on many factors, including our ability to identify suitable targets, access financing sources, including through capital markets, at acceptable conditions, negotiate favorable transaction terms and successfully consummate and integrate acquired businesses, including Profertil.

The successful integration of acquired businesses, including Profertil, requires complex judgments, including assessments of development and operating costs, expected synergies and potential environmental and other liabilities, which are inherently uncertain. The due diligence we conduct in connection with acquisitions, including the acquisition of Profertil, and the review conducted by our advisors, may not reveal all existing or potential risks or liabilities, nor permit us to become sufficiently familiar with acquired operations to identify all deficiencies. In particular, environmental conditions and other contingent liabilities may not be readily observable, and we may acquire businesses on an “as is” basis or without adequate contractual protections. Even where we obtain contractual guarantees or indemnities, such protections may be insufficient or the counterparty may be unable to satisfy its obligations. As a result, including in connection with the acquisition of Profertil, we may be exposed to successor liability relating to actions involving an acquired company, its management or liabilities incurred prior to the acquisition.

To support the acquisitions we pursue, we may need to implement new or upgraded strategies, systems, procedures and controls for our operations and will face risks, including diversion of management time and focus and broader integration challenges. We may also face challenges integrating information technology systems, internal controls and business cultures, including risks relating to deficiencies in the internal controls of acquired businesses, as well as attracting and retaining key personnel of acquired businesses, including Profertil. We may be unable to realize synergies and efficiency gains from acquisitions or to identify, negotiate or finance future acquisitions, particularly as part of our international growth strategy, successfully or at favorable valuations, or to effectively integrate these acquisitions or strategic alliances with our current businesses. Our failure to integrate new businesses or manage any new alliances successfully, including our integration of Profertil, could adversely affect our business and financial performance.

Any future strategic alliances or acquisitions of businesses, technologies, services or products might require us to obtain additional equity or debt financing, which may not be available on favorable terms, or at all, and may result in unforeseen operating difficulties and expenditures, as well as strain on our organizational culture, especially if an acquisition is followed by a period of lower than projected prices for our products. Financing acquisitions, including the acquisition of Profertil, with debt could increase our leverage, require us to dedicate a substantial portion of our cash flow to principal and interest payments and subject us to restrictive covenants. Financing acquisitions with equity securities could dilute existing shareholders and adversely affect the market price of our shares. Alternatively, funding acquisitions with cash could reduce the funds available for our operations or other strategic initiatives.Future acquisitions and joint ventures may be subject to antitrust and other regulatory approvals, which may not be obtained on a timely basis or at all.

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In addition, acquisitions, including the acquisition of Profertil, may result in the recognition of goodwill and other intangible assets, which could become impaired if acquired businesses do not perform as expected, adversely affecting our results of operations.

Finally, we are unable to predict the effect that changes in Argentine or Brazilian legislation regarding foreign ownership of rural properties could have on our business. See “—Risks Related to the Countries in Which We Operate—Laws on the foreign ownership of rural properties may adversely affect our results of operations and future investments in rural properties.”

Our business may be materially and adversely affected by changes in international trade and economic and other conditions in key export markets for our products, including the imposition of tariffs, the modification of trade agreements between countries or other international trade restrictions.

Our operating results depend largely on economic conditions and regulatory policies for our products in major export markets. The ability of our products to compete effectively in these export markets may be adversely affected by a number of factors that are beyond our control, including the deterioration of macroeconomic conditions, volatility of exchange rates, the imposition of greater tariffs or protectionist policies or other trade barriers or other factors in those markets.

Uncertainty in the global economy, as well as recent and proposed changes to current international trade agreements by the U.S. and other countries, greater restrictions on free trade generally and significant increases in tariffs on imported goods, among other possible changes, may lead to inflationary pressure, fewer goods transported and the need to restructure certain terms of business with our suppliers or customers. Moreover, tighter monetary policies among governments might impact economic growth as higher interest rates in developed economies may result in a reversal of capital flows to these countries, leading to the depreciation of the Brazilian real, acceleration of inflation expectations and increase of domestic interest rates.

The U.S. government has recently altered its approach to international trade policy, indicated its intent to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with other countries, and made proposals and taken actions related thereto. On April 2, 2025, the Trump administration announced new tariffs on many U.S. trading partners, including a universal baseline tariff of 10% on all imported goods, and country specific tariffs such as an additional 34% tax on imports from China (leading to an effective rate of 54% when combined with existing tariffs) and 20% on products from the E.U., subject to certain exceptions. Following a period of market volatility, on April 9, 2025, President Trump announced a 90-day pause to the tariffs announced on April 2, 2025 for most countries, but maintained the baseline 10% tariff with respect to those countries subject to the pause, including Brazil and Argentina, and increased the tariff rate on Chinese imports for most products to as high as 145%.

On February 5, 2026, Argentina and the United States signed a Reciprocal Trade and Investment Agreement aimed at deepening economic integration. Under this agreement, the United States is expected to eliminate tariffs on more than 1,600 Argentine products, including regional goods, industrial inputs and critical minerals. In addition, the United States increased the preferential access quota for Argentine beef exports to 100,000 tons, up from 20,000 tons. The agreement has been signed by the executive branches of both countries but remains subject to ratification by the Argentine National Congress and will not become legally binding or fully effective until approved by both chambers in accordance with the Argentine Constitution.

In Brazil, the tariff landscape has also evolved following a February 2026 ruling by the U.S. Supreme Court invalidating the President’s use of emergency powers to impose certain reciprocal duties. As a result, previously proposed surcharges of up to 40% on Brazilian goods were struck down, and Brazil reverted to a baseline tariff of 10%, currently applied under Section 122 of the Trade Act, while product-specific exemptions continue to be negotiated.

Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. products, particularly following the escalation of U.S. import duties to as high as 145% in 2025. Other countries and organizations, including the European Union, have implemented or threatened to implement retaliatory tariffs on certain U.S. products. However, the risk of bilateral trade frictions in South America has been partially mitigated by recent legal and diplomatic developments, including the Reciprocal Trade and Investment Agreement between the United States and Argentina and the elimination of previously proposed aggressive surcharges on Brazilian goods following the February 2026 U.S. Supreme Court ruling. Despite these regional improvements, global trade disruption, significant introductions of trade barriers and bilateral trade frictions, any material disruption and volatility in the global financial markets, including with respect to prices of securities, interest rates, inflation, and foreign exchange rates, together with any future downturns in the global economy resulting therefrom, could adversely affect our business, financial condition and results of operations.
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Moreover, on January 17, 2026, the European Union and MERCOSUR signed the EU-MERCOSUR trade agreement, comprising both the EU-MERCOSUR Partnership Agreement (EMPA) and the Interim Trade Agreement (iTA). Argentina’s Congress subsequently ratified the iTA in late February 2026, enabling the European Commission to initiate the provisional application of the trade component of the agreement. Section 23.3 of the iTA provides that provisional application “shall commence on the first day of the second month following the date on which the European Union and the signatory MERCOSUR Member State have notified each other of the completion of their respective internal procedures or the ratification of this Agreement and have confirmed their intention to provisionally apply this Agreement.” Accordingly, provisional application of the agreement between Argentina and the European Union is expected to begin on May 1, 2026. The agreement provides for the elimination of tariffs on more than 90% of trade between the European Union and MERCOSUR, with the remaining products subject to preferential treatment, reduced tariff rates or exclusions for sensitive sectors. Tariff reductions will be implemented gradually for certain products to allow industries time to adapt. While the agreement does not directly affect U.S.-Argentina trade relations, it may have a positive impact on Argentina’s import and export flows.

Higher uncertainty and volatility may result in a slowdown in the economy and significantly impair our customers’ and suppliers’ ability to perform their obligations, resulting in an increase in the risk associated with our operations and commercial activity. All these events could cause a material adverse effect on our business, results of operations and financial condition.

If the sale of our products into a particular importing country is adversely affected by tariffs, trade barriers or by any of the factors mentioned above, the relocation of our products to other consumers on terms equally favorable could be impaired, and our business, financial condition and operating results may be materially and adversely affected.

A significant increase in the price of raw materials we use in our operations, or the shortage of such raw materials, could adversely affect our results of operations.

Our production process requires various raw materials, in particular fertilizers, phytosanitary products and seeds, which we acquire from local and international suppliers. We do not have long-term supply contracts for most of these raw materials and therefore are exposed to the risk of cost increases. A significant increase in the cost of these raw materials, especially fertilizer and agrochemicals, a shortage of raw materials or the unavailability of these raw materials in their entirety could reduce our profit margin, our production and/or interrupt the production of some of our products, in all cases adversely affecting our results of operations and our financial condition. In addition, certain of our production costs, including the cost of fertilizers, are linked to the international price of oil and its derivatives. Therefore, if the price of oil increases significantly, our results of operations could be adversely affected.

For example, we rely on fertilizers and agrochemicals, many of which are petrochemical based. In our Farming business, fertilizers and agrochemicals represented approximately 22.8% of our total cost of production (including manufacturing and administrative expenses) for the 2024/2025 harvest-year. In our Sugar, Ethanol and Energy business, fertilizers and agrochemicals represented 19.7% of our cost of production (including manufacturing and administrative expenses) during 2023, 17.7% in 2024 and 18.5% in 2025. Brazil is significantly dependent on imports of fertilizers and certain agrochemicals, increasing our exposure to global supply chain disruptions, geopolitical developments and foreign exchange volatility. Worldwide production of agricultural products has increased significantly in recent years in response to increased demand for agrochemicals and fertilizers. However, shortages in the supply of agrochemicals and fertilizers remain, which has been aggravated by the ongoing war between Russia and Ukraine and the blockade of the Strait of Hormuz by Iran. See “—We may be adversely affected by the ongoing armed conflict between Russia and Ukraine, the conflict between Israel and Hamas, related conflicts in the Middle East, and the ensuing global geopolitical and economic instability”.

Political risks remain present mainly from the conflict between Russia and Ukraine, the conflict between Israel and Hamas, and between Iran, Israel and the United States in the Middle East, escalating political and economic tensions between the United States and China, uncertainty over government instabilities in Europe and other local or regional geopolitical risks. The materialization of these risks may affect global growth and decrease investors’ interest in assets from Brazil and other countries in which we do business, which may materially and adversely our business, financial condition, results of operations and, therefore, adversely affect the market price of our shares, making it more difficult for us to access capital markets and, as a result, to finance our operations in the future.

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We cannot predict the price and future availability of fuel or fertilizers with any degree of certainty, and significant increases in fuel or fertilizer prices, or the decreased supply or unavailability of fertilizers and other raw materials, may adversely affect our business, financial condition and results of operations.

We cannot guarantee that our suppliers will not engage in improper practices, including inappropriate labor or manufacturing practices.

We cannot guarantee that our suppliers’ business operations comply with all applicable laws and regulations relating to working conditions, sustainability, production chain assurance and appropriate safety conditions, or that they will not carry out improper practices relating to such matters to reduce the cost of the products they sell to us. Although we implement supplier due diligence and monitoring procedures, we cannot assure that such measures will be sufficient to prevent or detect all instances of non-compliance. In addition, we may be subject to increasing regulatory requirements and stakeholder expectations relating to supply chain transparency, human rights and environmental practices, which may increase our compliance costs and exposure to liability. In the event that our suppliers engage in such improper business practices, our customers’ perception of our business may be adversely affected, which may adversely affect our business, results of operations and our reputation.

Moreover, considering Brazilian law and judicial precedent, we may be subject to joint or secondary liability, or be involved in litigation concerning our suppliers’ inappropriate labor practices, as labor authorities may argue that we failed to adequately supervise our supply chain. We may also be exposed to risks relating to environmental, health and safety, anti-corruption and human rights violations within our supply chain. This risk is particularly relevant if these suppliers are involved in sensitive labor issues, such as child labor and the direct or indirect use of forced labor or modern slavery. Any such litigation could impact our customers’ perception of our business, and adverse decisions may compel us to disburse material amounts in connection therewith, which may adversely affect our business, results of operations and our reputation.

Under Brazilian law, we may be held subsidiarily or jointly liable for the unfulfilled labor, social security, or environmental obligations of our third-party service providers if courts determine we failed to adequately supervise them. A material risk is the potential inclusion of our operations or those of our supply chain partners in the “Dirty List” (Lista Suja) maintained by the Ministry of Labor and Employment (MTE). Inclusion on this list of suppliers or agricultural partners due to conditions analogous to forced labor could result in the immediate suspension of public and private financing, the acceleration of existing debt obligations of our third-party service providers and significant reputational damage. In addition, our agro-industrial operations are subject to extensive occupational health and safety regulations.

Increased fuel and energy prices and frequent interruptions of energy supply could adversely affect our business.

We require substantial amounts of fuel oil and other resources for our harvest activities and transport of our agricultural products. The availability and cost of these resources are significantly influenced by global crude oil prices, which have recently experienced upward volatility due to geopolitical tensions and shifts in global production quotas, specifically following the escalation of geopolitical tensions in the Middle East involving the United States, Israel, and Iran. Any sustained increase in international oil prices directly impacts our operational structure by increasing the cost of diesel and other petroleum-derived inputs essential for our machinery and logistics. During both the 2024/2025 and 2023/2024 harvest-years, fuel represented 3.4% and 2.4% respectively, of the cost of production (including manufacturing and administrative expenses) of our Farming business. In our Sugar, Ethanol and Energy business, fuel represented 9.2% and 10.0% of our cost of production (including manufacturing and administrative expenses) in 2025 and 2024, respectively.

We rely upon third parties for our supply of energy resources used in our operations. Although we generate a portion of our energy requirements through cogeneration from biomass, we remain exposed to fluctuations in energy prices and supply disruptions. The prices for and availability of energy resources may be subject to change or curtailment, respectively, due to, inter alia, new laws or regulations, the imposition of new taxes or tariffs, interruptions in production by suppliers, the imposition of restrictions on energy supply by government, hydrological conditions affecting hydroelectric generation, and worldwide price levels and market conditions. In addition, our contracts for the purchase and sale of energy in the free market may contain provisions according to which counterparties may also reduce the amounts of contracted energy, within certain limits. We may also be exposed to price volatility in the spot market. Any of these events could affect our revenues if we are unable to sell the reduced volumes at the same price or due to the excess energy that we fail to sell. In addition, in the event of an energy shortage, the government may impose rationing obligations that could affect the volumes established in our contracts, consequently affecting our revenues.

Moreover, over the last few years, the Argentine government has taken certain measures in order to reduce the use of energy during peak months of the year by frequently cutting energy supply to industrial facilities and large consumers to ensure adequate supply for residential buildings.
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For example, certain of our industrial facilities have been subject to a quota system whereby electricity cuts occur on a work-shift basis, resulting in our facilities being shut down during certain work shifts. Brazil has also been subject to electricity rationing measures as a result of droughts in recent years. There can be no assurance that we will be able to procure the required energy inputs at acceptable prices. If energy supply is cut for an extended period of time and we are unable to find replacement sources at comparable prices, or at all, our business and results of operations could be adversely affected.

Local price-setting regulations and inflationary pressures in Argentina could adversely affect our results of operations.

Due to regulatory, economic, and governmental policies, local prices of critical raw materials and inputs may differ substantially from prevailing international and regional market prices. Argentina has faced and continues to face high inflationary pressures. Consequently, we may only be able to increase fertilizer prices to offset general cost increases to the extent that economic and market competition conditions allow. Failure to do so could negatively affect our operations and profitability.

Increases in agricultural export withholdings could indirectly impact our business and results of operations.

The Argentine government has periodically increased export duties for economic policy and tax collection purposes. Currently, export duties apply to the FOB price of grains (e.g., 12% for wheat and corn and 33% for soybeans). Any increase in export duties on cereals could reduce income for our end customers, which may adversely affect our business through lower fertilizer sales volumes or downward pressure on market prices.

Operational disruptions at our ammonia production plant could affect ammonia and urea production volumes.

Failures in static equipment (such as piping and heat exchangers) and electrical or electronic components could result in significant losses in urea production at the Bahía Blanca plant, as occurred in 2019, when production declined by 63%. Future disruptions during annual plant maintenance turnarounds or unexpected failures could materially impact production volumes.

We could be subject to expropriation, nationalization, or similar risks in Argentina

Because we are linked to the energy and agro-industrial sectors, our business and assets in Argentina could be considered of public interest and subject to expropriation or nationalization, or the renegotiation or cancellation of existing contracts. While we would be entitled to compensation at such an event, the price received might not reflect market value or be sufficient to meet our obligations.

Our business may be materially and adversely affected by the emergence of epidemics or pandemics.

Epidemics and pandemics caused by infectious agents can impact the health of our workforce, partners and suppliers, as well as necessitate the redesign of routines, procedures and organization of work in general, and may consequently affect the continuity of various activities and our productivity. In addition, such public health events may affect commodity prices and demand, which, consequently, may negatively impact our results and financial condition.

A worldwide economic downturn could weaken demand for our products or lower prices.

The demand for the products we sell may be affected by international, national and local economic conditions that are beyond our control. Adverse changes in the perceived or actual economic climate, such as higher fuel prices, higher interest rates, stock and real estate market declines and/or volatility, more restrictive credit markets, higher taxes, tariffs or other trade restrictions, and changes in governmental policies could reduce the level of demand or prices of the products we produce. We cannot predict the duration or magnitude of a downturn, or the timing or strength of economic recovery. If a downturn were to continue for an extended period of time or worsen, we could experience a prolonged period of decreased demand and prices. In addition, economic downturns have and may adversely impact our suppliers, which could result in disruptions in goods and services and financial losses. Finally, the deterioration of global economic conditions, particularly in relevant economies such as the United States and China, as a result of the imposition of tariffs or other trade restrictions by such countries, as well as the related countermeasures taken by the impacted countries and the ensuing uncertainty or changes in national or global social, political, economic or regulatory conditions, the war in Ukraine, the conflict between Israel and Hamas, related conflicts in the Middle East, supply chain challenges and other events may ultimately decrease the customer demand for our products and have a material adverse effect on our financial condition and results of operations. See “—Our business may be materially and adversely affected by changes in international trade and economic and other conditions in key export markets for our products, including the imposition of tariffs, the modification of trade agreements between countries or other international trade restrictions.”
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In addition, we expect that a limited number of financial institutions will hold all or most of our cash, including some institutions located in the United States. Depending on our cash balance in any of our accounts at any given point in time, our balances may not be covered by government-backed deposit insurance programs in the event of default or failure of any bank with which we maintain a commercial relationship. While the U.S. Federal Deposit Insurance Corporation provides deposit insurance of $250,000 per depositor, per insured bank, the amounts that we have in deposits in U.S. banks far exceeds that insurance amount. Therefore, if the U.S. government does not impose measures to protect depositors in the event a bank in which our funds are held fails, we may lose all or a substantial portion of our deposits. The occurrence of any default or failure of any of the banks in which we have deposits could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our business is seasonal and our results may fluctuate significantly depending on the growing cycle of our crops.

As with any agricultural business enterprise, our business operations are predominantly seasonal in nature. The harvest of corn, soybean and rice generally occurs from January to May. Wheat is harvested from December to January. Our operations and sales are affected by the growing cycle of our crops processing times and the timing of our harvest sales.

In addition, each of our Sugar, Ethanol and Energy business is subject to seasonal trends based on the sugarcane growing cycle in the center-south region of Brazil. The annual sugarcane harvesting period in the center-south region of Brazil begins in March/April and ends in November/December. This creates price fluctuations which result in fluctuations in our sugar and ethanol inventories, usually peaking in December to take advantage of higher prices during the traditional off-season (i.e., January through April), and a degree of seasonality in our gross profit. Seasonality could have a material adverse effect on our business and financial performance. In addition, our quarterly results may vary as a result of the effects of fluctuations in commodities prices, production yields and costs. Therefore, our results of operations have varied significantly from period to period and are likely to continue to vary, due to seasonal factors.

We face significant competition across our business segments, which could adversely affect our financial performance.

In our Farming business, we face significant competition from other producers in the domestic markets and from foreign producers in our export markets. The commodities market is highly fragmented. Small producers can also be important competitors, some of which operate in the informal economy and are able to offer lower prices by meeting lower quality standards. Competition from other producers is a barrier to expanding our sales in domestic and foreign markets. With respect to exports, we compete with other large, vertically integrated producers that have the ability to produce quality products at low cost, as well as with foreign producers.

The Brazilian markets, in particular, are highly price-competitive and sensitive to product substitution. Customers may seek to diversify their sources of supply by purchasing a portion of the products they need from producers in other countries, as some of our customers in key export markets have begun to do. We expect that we will continue to face strong competition in all of our markets and anticipate that existing or new competitors may broaden their product lines and extend their geographic scope. Any failure by us to respond to product, pricing and other moves by competitors may negatively affect our results of operations and financial condition.

In our Sugar, Ethanol and Energy segment, ethanol competes in the biofuel market with other, established fuels such as biodiesel, as well as fuels that are still in the development phase, including methanol and butanol from biomass. Alternative fuels could become more successful than ethanol in the biofuels market over the medium or long term due to, lower production costs, greater environmental benefits or other more favorable product characteristics, among other factors. In addition, alternative fuels may also benefit from tax incentives or other more favorable governmental policies than those that apply to ethanol. Furthermore, our success depends on early identification of new developments relating to products and production methods and continuous improvement of existing expertise in order to ensure that our product range keeps pace with technological change. Competitors may gain an advantage over us by developing or using new products and production methods, introducing new products to the market sooner than we do, or securing exclusive rights to new technologies, thereby significantly harming our competitive position.

Our current insurance coverage may not be sufficient to cover our potential losses.

Our production is, in general, subject to different risks and hazards, including adverse weather conditions, fires, diseases and pest infestations, other natural phenomena, industrial accidents, labor disputes, changes in the legal and regulatory framework applicable to us, environmental contingencies and other natural or artificial phenomena.
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Our insurance currently covers only part of the losses we may incur and does not cover losses on crops due to hailstorms, fires or similar risks. Furthermore, certain types of risks may not be covered by the policies we have for our industrial facilities. Additionally, we cannot guarantee that the indemnification paid by the insurer due to the occurrence of a casualty covered by our policies will be sufficient to entirely compensate us for our loss or damages suffered. Moreover, we may not be able to maintain or obtain insurance of the type and amount desired at reasonable costs.

If we were to incur significant liability for which we were not fully insured, such liability could have a material adverse effect on our business, financial condition and results of operations. We may further incur additional expenses to mitigate the loss, such as shifting production to another facility. These costs may not be fully covered by our insurance.

Cybersecurity incidents, including attacks on the infrastructure necessary to maintain our IT systems, may adversely affect us.

We are subject to a broad range of cyber threats, with varying levels of sophistication. These cyber threats are related to the confidentiality, availability and integrity of our systems and data, including our customers’ confidential, classified or personal data, including data processed or stored by third-party service providers and cloud-based systems, and subject to applicable data protection and privacy laws, among others.

We continuously monitor and develop our information technology networks and infrastructure. We also conduct tests to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a material impact on us. However, we cannot assure you that these measures will be effective in protecting us against future cyberattacks and other related breaches of our information technology systems, including risks arising from human error or social engineering attacks.

Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As attempts to attack continue to evolve in scope and sophistication, we will likely be required to incur significant costs and dedicate additional resources to modify or improve our protection measures against such attacks, to investigate or remediate any vulnerability or consequent violations, or to communicate cyber-attacks.

We may be unable to protect our information systems and technology platforms from the aforementioned risks and any cyber-attacks may result in operational disruptions, business interruption, significant losses of intellectual property, trade secrets, customer data and other confidential information, in addition to significant net assets, including cash, which may materially adversely affect us as it could damage our reputation or result in lawsuits, regulatory fines, sanctions, regulatory intervention and others.


Governmental policies reducing the amount of ethanol required to be added to gasoline, or eliminating tax incentives for flex-fuel vehicles, may adversely affect our business.

Governmental authorities of several countries, including Brazil and the United States, currently require the use of a certain percentage of anhydrous ethanol in gasoline. The percentage of anhydrous ethanol required to be blended with gasoline in Brazil is established by the National Energy Policy Council (Conselho Nacional de Política Energética, or “CNPE”). The mandatory blend of anhydrous ethanol in gasoline in Brazil is currently set at 30% (E30), as established by CNPE Resolution No. 9/2025, effective August 1, 2025, within the range of 22% to 35% authorized by Law No. 14,993/2024..
Higher mandatory blending percentages are generally positive for demand and pricing of anhydrous ethanol, which benefits our Sugar, Ethanol and Energy segment. However, the blending mandate is subject to governmental discretion and may be reduced at any time within the authorized range if, for example, domestic ethanol supply falls short of demand, gasoline prices decline sharply relative to ethanol, or other policy considerations arise. Any reduction in the mandatory blending percentage would reduce structural demand for anhydrous ethanol and could adversely affect the revenue and profitability of our Sugar, Ethanol and Energy segment. The law's implementing regulations are still being finalized, and there can be no assurance that these regulations will not impose additional costs, certification requirements, or supply obligations on our operations. Any failure to comply with the requirements of Law No. 14,993/2024 and its implementing regulations could result in administrative sanctions, fines, or restrictions on our ability to sell biofuels to regulated markets
Other countries have similar governmental policies that require various blends of anhydrous ethanol and gasoline with minimum ethanol percentages such as the United States, Peru and Thailand (10%), Canada (5%), Paraguay (30%) and Argentina (12%). In March 2021, the British government announced that by September 2021 it would require an increase from 5% to 10% in biofuel additives to petroleum products, and E10 became the standard grade of petrol in the United Kingdom in September 2021.
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Moreover, India has established a target of achieving 20% ethanol blending with petroleum by 2025. Any reductions in the percentage of ethanol to be added to gasoline or changes in Brazilian government policies related to the taxation and use of ethanol, as well as growth in the demand for other alternative fuels to ethanol, such as natural gas, may adversely affect our business, financial condition and results of operations.

Additionally, our Sugar, Ethanol and Energy segment is subject to the Brazilian National Biofuels Policy (RenovaBio), established by Law No. 13,576/2017 and regulated by the National Agency of Petroleum, Natural Gas and Biofuels (Agência Nacional do Petróleo, Gás Natural e Biocombustíveis, or “ANP”). Under RenovaBio, fuel distributors are required to meet annual decarbonization targets by acquiring Decarbonization Credits (Créditos de Descarbonização, or “CBIOs”), which are issued exclusively by ANP-certified biofuel producers, including sugarcane ethanol producers such as us.
Our ability to issue CBIOs depends on maintaining valid ANP production efficiency certification for each of our mills, issued pursuant to ANP Resolution No. 984/2025 (as amended from time to time). This certification requires independent technical audits, ongoing compliance with efficiency thresholds, and timely renewal. Any failure to obtain, maintain or renew such certification, whether due to operational issues, audit findings, technical deficiencies or regulatory changes, would prevent us from issuing CBIOs, and would directly reduce a revenue stream that has become an increasingly important component of our Sugar, Ethanol and Energy segment results.
The market price of CBIOs is inherently volatile, as it is determined by supply and demand dynamics on the B3 exchange where they are traded. Price fluctuations depend on, among other factors, the stringency of annual decarbonization targets set by the Brazilian National Energy Policy Council (Conselho Nacional de Política Energética, or “CNPE”), the volume of CBIOs issued by producers across the sector, and the compliance behavior of fuel distributors. A material decline in CBIO prices would reduce the contribution of this program to our results of operations.
Furthermore, Decree No. 12,437/2025 (amending Decree No. 9,888/2019) introduced updates to RenovaBio’s regulatory framework, and future modifications to the program’s targets, certification requirements, or enforcement mechanisms could impose additional costs or constraints on our operations. There can be no assurance that RenovaBio will continue to support CBIO prices at levels that justify our investment in certification and compliance, or that legislative or regulatory changes will not adversely affect our ability to participate in the program.
In addition, flex-fuel and ethanol-powered vehicles in Brazil are entitled to a tax benefit in the form of a lower tax rate on manufactured products (imposto sobre produtos industrializados) and, therefore, are currently taxed at lower levels than gasoline-only vehicles. This incentive contributed to the increase in production and sale of flex-fuel vehicles, and there are many similar policies and incentives that aim to mitigate the effects of climate change which directly or indirectly promote the use of ethanol. If climate change policies were to change, the legal framework and incentive structure promoting the use of ethanol may also change, leading to a reduction in the demand for ethanol.

Growth in the sale and distribution of ethanol depends in part on infrastructure improvements, which may not occur on a timely basis, if at all.

In contrast to the well-established logistical operations and infrastructure supporting sugar exports, ethanol exports inherently demand much more complex preparation and means of distribution, including outlets from our facilities to ports and shipping to other countries. Substantial infrastructure development by persons and entities outside our control is required for our operations, and the ethanol industry generally, to grow. Areas requiring expansion include, but are not limited to, additional railroad capacity, additional storage facilities for ethanol, increases in truck fleets capable of transporting ethanol within localized markets, expansion of refining and blending facilities to handle ethanol, growth in service stations equipped to handle ethanol fuels, and growth in the fleet of flex-fuel vehicles. Improvements in our ethanol exports, to consumer markets abroad would require an increase in the number and capacity of ethanol-blending industrial plants, the distribution channels of gasoline-ethanol blends and the chains of distribution stations capable of handling fuel ethanol as an additive to gasoline.

Substantial investments required for these infrastructure changes and expansions may not be made or they may not be made on a timely basis. Any delay or failure in making the changes in or expansion of infrastructure may hurt the demand for or prices of our products, prevent our products’ delivery, impose additional costs on us or otherwise have a significant adverse effect on our business, operating results or financial status. Our business relies on the continuing availability of infrastructure for ethanol production, storage and distribution, and any infrastructure disruptions may have a material adverse effect on our business, financial condition and operating results.

A substantial portion of our assets is farmland that is highly illiquid.
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Ownership of a significant portion of the land we operate is a key part of our business model. However, agricultural real estate is generally an illiquid asset, which may limit our ability to dispose of such assets at favorable valuations or at all, and within the timeframe we anticipate. Moreover, the adoption of laws and regulations that impose limitations on ownership of rural land by foreigners in the jurisdictions in which we operate may also limit the liquidity of our farmland holdings. See “—Risks Related to the Countries in Which We Operate—Laws on the foreign ownership of rural properties may adversely affect our results of operations and future investments in rural properties.” As a result, it is unlikely that we will be able to promptly adjust our agricultural real estate portfolio in response to changes in economic, business or regulatory conditions, including due to the limited number of potential buyers and the localized nature of farmland markets. A lack of liquidity in local market conditions may adversely affect our ability to complete dispositions, to receive proceeds generated from any such sales, or to repatriate any such proceeds, and may result in impairments or reductions in the carrying value of our assets.

We have entered into agriculture partnership agreements in respect of a significant portion of our sugarcane plantations.

As of December 31, 2024, approximately 93.9% of our sugarcane plantations were leased through agriculture partnership agreements, for periods of an average of six to 12 years, which creates a high degree of dependence on third-party land arrangements. We cannot guarantee that these agriculture partnerships will be renewed after their respective terms end, or whether such renewals will be on terms and conditions satisfactory to us, including increases in lease or partnership costs upon renewal. Any failure to renew the agriculture partnerships or obtain land suitable for sugarcane planting in sufficient quantity and at reasonable prices to develop our activities could adversely affect our results of operations, increase our costs or force us to seek alternative properties, which may impact our ability to maintain production levels and supply our mills, and may involve competition for agricultural land from other crops or uses, including potential disputes with landowners, which may not be available or be available only at higher prices.

Our performance depends on favorable working relationships with our employees and compliance with labor laws. Any strain on these relationships or increased labor costs could adversely affect our business.

Approximately 89.5% of our employees are represented by unions or equivalent bodies and are covered by collective bargaining or similar agreements which are subject to periodic renegotiation. We may not successfully conclude our labor negotiations on satisfactory terms, which may result in a significant increase in the cost of labor or work stoppages or labor disturbances that disrupt our operations. Cost increases, work stoppages or disturbances that result in substantial amounts of raw product not being processed could have a material adverse effect on our business, results of operations and financial condition.

Furthermore, all benefits and obligations provided under collective bargaining or similar agreements are binding upon all parties, and have legal and practical effects on employment agreements.

If we do not observe legally and conventionally binding provisions, we may be susceptible to labor disputes filed by employees, class actions filed by labor prosecutors, and inspections by labor protection agencies, resulting in the payment of legal and/or administrative sanctions.

Further, the Argentine Remote Employment Law (Ley de teletrabajo) (the “Remote Employment Law”), and its related regulation, entered into force in April 2021 and governs labor contracts in which employees work remotely on a regular basis, except for those who work in clients' offices. The law regulates several aspects applicable to working remotely, such as the right to digital disconnection, the right to a working schedule that is compatible with caretaking tasks, the right to return to work in person on the employer’s premises, the reimbursement of expenses, the provision of work tools, and transnational services, among others. The Remote Employment Law’s most significant impacts include the need to provide employees with working tools and to compensate them for expenses arising from remote work. While many companies have already defined and adopted measures to implement this law, many others are still in the planning stage, or have chosen to implement a mixed on-site and remote work schedule (in which case the Remote Employment Law applies proportionally).

We may not possess all permits and licenses required to operate our business, or we may fail to renew or maintain the licenses and permits we currently hold which could subject us to fines and other penalties.

We are required to hold a variety of permits and licenses to conduct our farming and industrial operations, including but not limited to permits and licenses concerning land development, agricultural and harvesting activities, seed production, industrial plants, labor standards, occupational health and safety, land use, water use and other matters. We may not possess all of the permits and licenses required for each of our business segments. In addition, the approvals, permits or licenses or renewals thereof required by governmental agencies may change without substantial advance notice, and we could fail to obtain the approvals, permits or licenses required to expand our business.
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If we fail to obtain or to maintain such permits or licenses, or if renewals are granted with onerous conditions, we could be subject to fines and other penalties, including partial or full suspension of our operations and be limited in the number or the quality of the products that we could offer. As a result, our business, results of operations and financial condition could be adversely affected.

Our business is subject to significant governmental regulation, which may adversely affect our results of operations and financial condition.

Our activities are subject to a broad set of laws and regulations relating to the protection of the environment. Such laws include compulsory maintenance of certain preserved areas within our properties, management of phytosanitary products and associated hazardous waste and the acquisition and renewals of permits for water use and effluents disposal. In addition, the storage and processing of our products may create hazardous conditions. We could be exposed to civil, criminal and administrative penalties in addition to the obligation to remedy the adverse effects of our operations on the environment and to indemnify third parties for damages.
Under the Brazilian Forest Code, our rural properties must comply with mandatory environmental obligations, including the maintenance of Permanent Preservation Areas (APPs) and Legal Reserves (RLs). Non-compliance with these mandates exposes us to severe consequences, including operational embargoes, mandatory environmental restoration, criminal liability, and administrative fines of up to R$50,000,000 per hectare. Because environmental liability in Brazil is objective and joint, we may also be held liable for violations committed by third-party contractors, and courts may pierce the corporate veil to enforce remediation. Consequently, strict adherence to these rules and ongoing administrative requirements—such as maintaining valid Rural Environmental Registry (CAR) enrollments and Environmental Restoration Commitments (TCRA)—represents a significant financial obligation, and any deficiencies could result in material penalties and reputational damage.
In addition, pursuant to Brazilian environmental legislation, corporate entities can be disregarded (such that the owners of the company will be liable for their debts) if necessary to guarantee the payment of costs related to the recovery of environmental damages whenever the legal entity is deemed by a court to be an obstacle to reimbursement of damages caused to the quality of the environment. Moreover, the relevant public authority may prevent us from using the property as long as environmental damages persist, which can directly affect the rent revenue stream of the agriculture partnership agreements. Because of the possibility of unanticipated regulatory measures or other developments, particularly as environmental laws become more stringent, the amount and timing of future expenditures required to maintain compliance could increase from current levels and could adversely affect the availability of funds for capital expenditures and other purposes. Compliance with existing or new environmental laws and regulations, as well as obligations in agreements with public entities, could result in increased costs and expenses.
Nonetheless, our Sugar, Ethanol and Energy segment includes the generation and sale of electric energy from sugarcane bagasse cogeneration, a regulated activity subject to oversight by the Brazilian Electricity Regulatory Agency (Agência Nacional de Energia Elétrica, or “ANEEL”). Our cogeneration operations are subject to ANEEL authorization requirements, periodic technical and regulatory reviews, reporting obligations, and compliance with the technical standards established by ANEEL and the National Electric System Operator (Operador Nacional do Sistema Elétrico, or “ONS”).

The Brazilian electric energy sector has also been subject to significant legislative and regulatory changes in recent years. Law No. 14,300/2022 established a new regulatory framework for micro and mini distributed generation, which may affect market dynamics for small-scale energy producers. In addition, changes in the rules applicable to “Auto-Producer by Assimilation” (Autoprodutor por Equiparação, or “APE”) status could affect the fiscal incentives applicable to certain of our energy generation activities. There can be no assurance that future regulatory changes in the Brazilian electricity sector will not impose additional compliance costs, reduce our revenue from energy sales, or otherwise adversely affect our business and results of operations.
Our Brazilian ethanol operations are dependent on the validity and maintenance of the relevant ANP authorizations. Any failure to maintain compliance with ANP requirements, or any adverse regulatory action resulting in the suspension, cancellation or non-renewal of our production authorizations, would prevent us from producing or selling ethanol at the affected facilities and could have a material adverse effect on our business, results of operations, and financial condition. In addition, changes in ANP regulatory requirements, interpretations or enforcement practices could impose additional compliance costs or operational restrictions on our existing mills.
Environmental laws and their enforcement are becoming more stringent in Argentina and Brazil, increasing the risk of and penalties associated with violations, which could impair or suspend our operations or projects and expose us to potentially adverse environmental legislation and regulation. Failure to comply with past, present or future laws could result in the imposition of fines, third-party claims, and investigation by environmental and police authorities and the relevant public attorney office.
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For example, the perceived effects of climate change may result in additional legal and regulatory requirements to reduce or mitigate the effects of our industrial facilities’ emissions. Such requirements, if enacted, could increase our capital expenditures and expenses for environmental compliance in the future, which may have a material and adverse effect on our business, results of operations and financial condition. Moreover, the denial of any permit that we have requested, or the revocation of any of the permits that we have already obtained, may have an adverse effect on our results of operations.

Climate change may impose increased costs on our operations.

Climate change imposes challenges and opportunities for our business. More stringent environmental regulations could result in the imposition of costs associated with greenhouse gas emissions (as a result of measures such as carbon taxation or the creation of market limitations on greenhouse gas emissions), which have the potential to increase our operating costs and reduce our production.

The risks associated with climate change can also include difficulties in accessing capital due to reputational problems with investors, changes in consumer profiles, reduced consumption of fossil fuels and energy transitions in the global economy toward a more low-carbon matrix, with the inclusion of substitute products for fossil fuels and the increased use of electricity for urban mobility. These factors may have a negative impact on the demand for our products and services and may burden or even render the implementation and operation of our projects unfeasible, thereby adversely impacting our results and financial condition and limiting some of our opportunities for growth.

Furthermore, the potential physical impacts of climate change are uncertain and may vary by region, which includes changes in rainfall patterns, water shortages, changing sea levels and changing temperature levels that could adversely impact our business operations, the location, costs and competitiveness of global agricultural production and related storage and processing facilities. Yields may also be affected by plagues, diseases or weed infections and related operational problems. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Trends and Factors Affecting Our Results of Operations—Effects of Yield Fluctuations.”

Countries may adopt regulations specifically affecting the agricultural sector and related industries or take other measures impacting the research, experiment, production, processing, marketing, import and export of our products.

Due to the growing participation in the worldwide agricultural commodities markets by commodities produced in South America, South American producers, including us, are increasingly affected by the measures taken by importing countries in order to protect their local producers and consumers, such as regulations and policies related to chemical content of products, genetically modified organisms, or “GMOs,” traceability standards, sustainable practices, product safety and labeling, renewable fuels, low carbon fuel mandates, and technology related to energy production and/or emissions reductions. For example, measures such as the limitation on imports adopted in a particular country or region may affect the sector’s export volume significantly and, consequently, our operating results. See “—Our business may be materially and adversely affected by changes in international trade and economic and other conditions in key export markets for our products, including the imposition of tariffs, the modification of trade agreements between countries or other international trade restrictions.” These policies can influence the planting of certain crops; the location and size of crop production; whether unprocessed or processed commodity products are traded; the volume and types of imports and exports; the availability and competitiveness of feedstocks as raw materials; the viability and volume of production of certain of the Company’s products; and industry profitability.

Our soybean, corn and cotton products contain GMOs in varying proportions depending on the year and the country of production. The use of GMOs in food has been met with varying degrees of acceptance in the markets in which we operate. In certain countries, adverse publicity about genetically modified food has led to governmental regulation that limits sales of GMO products in some of the markets in which our customers sell our products, including the European Union.These current or future laws, regulations and permitting requirements may impair our research, development or production efforts. It is possible that new restrictions on GMO products will be imposed in major markets for some of our products or that our customers will decide to purchase fewer GMO products or not buy GMO products at all, which could have a material adverse effect on our business, results of operations, financial condition or prospects.

In 2018, a Brazilian trial court ruled that new products containing “glyphosate” – a herbicide widely used in soybeans and others crops – were prohibited from being registered in Brazil, and existing registrations would be suspended until the government re-evaluates their toxicity. This decision also suspended the registration of others chemicals, such as the insecticide abamectin and the fungicide thiram. According to the Brazilian Agriculture Minister, this decision would be a disaster for the agricultural industry and, for this reason, the decision was subject to multiple appeals. On September 3, 2018, a court of appeals reversed the trial court’s decision.
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Currently, the use of glyphosate is permitted. However, we are unable to predict or guarantee that it will continue to be allowed.

Glyphosate, one of the most widely used herbicides in Brazil and a key input for our soybean, corn, and sugarcane operations, has been the subject of ongoing regulatory scrutiny by Brazilian and international authorities. In Brazil, the regulatory framework governing the registration, use, and marketing of agricultural pesticides was substantially updated by Law No. 14,785/2023 (the new Pesticides Framework Law, or “Lei dos Agrotóxicos”), which replaced the prior regime established by Law No. 7,802/1989. The new law streamlines pesticide registration processes among the three competent federal agencies — ANVISA (toxicological risk assessment), IBAMA (environmental risk assessment), and the Ministry of Agriculture, Livestock, and Food Supply (MAPA, which issues the final registration) — and introduces new criteria for comparative risk assessment, mutual recognition of registrations by reference, and the creation of a list of substances of special concern.

With respect to glyphosate specifically, ANVISA completed a toxicological re-evaluation in 2019 and maintained the registration of glyphosate-based products in Brazil, subject to certain label and use restrictions (including the requirement to use personal protective equipment and restrictions on aerial application in certain contexts). However, this re-evaluation did not definitively resolve the regulatory debate over glyphosate's safety profile. The International Agency for Research on Cancer (IARC), a body of the World Health Organization, classifies glyphosate as 'probably carcinogenic to humans' (Group 2A), a classification that has been used as the basis for regulatory actions in several jurisdictions, including restrictions and phase-out schedules in the European Union. While the EU authorization for glyphosate was renewed in 2023 for a further ten-year period, this decision remains politically and scientifically contested.

Any future regulatory action in Brazil — whether by ANVISA in the context of a new re-evaluation, by IBAMA, or through legislative action under the new Law No. 14,785/2023 framework — that restricts or prohibits the use of glyphosate would significantly affect our crop protection strategy and increase our input costs. Although substitute herbicide products exist in the Brazilian market (unlike as suggested by earlier filings), they typically carry higher per-hectare costs and may have lower efficacy for certain weed management applications, which could reduce our crop yields and increase our cost of production. We cannot guarantee that glyphosate will continue to be registered and approved for use in the jurisdictions in which we operate.

The prohibition of the use of glyphosate to control weed infestation could compromise no-till farming, which is important for productivity and sustainability, and lead to increased use of other products for pest control. Currently, there is no alternative in Brazil to replace glyphosate. Similar products have a high cost and are not readily available to meet the demand for glyphosate. As a result, our production costs could increase, and our productivity could be significantly impacted, which could result in lower production margins and negatively affect our financial condition and results of operations.

Furthermore, our agro-industrial operations generate significant volumes of industrial waste, including vinasse (vinhoto) and filter cake (torta de filtro) from ethanol distillation and sugar processing, bagasse ash from cogeneration boilers, agrochemical packaging and residues, and other by-products. The management, storage, transportation, and final destination of these materials are regulated by the Brazilian National Solid Waste Policy (Política Nacional de Resíduos Sólidos, or 'PNRS'), enacted by Law No. 12,305/2010.

The PNRS requires that companies that generate industrial solid waste maintain a Solid Waste Management Plan (Plano de Gerenciamento de Resíduos Sólidos, or “PGRS”) and comply with specific requirements for segregation, storage, transportation by licensed carriers, and disposal at authorized facilities. Non-compliance with PNRS obligations constitutes an infraction of “relevant environmental interest” pursuant to Article 52 of the PNRS, subject to penalties under the Environmental Crimes Act (Law No. 9,605/1998). Additionally, incorrect disposal of industrial waste — including the unauthorized application of vinasse or filter cake at doses or locations inconsistent with agronomic recommendations — may expose us to administrative, civil, and criminal environmental liability. There can be no assurance that our waste management practices will satisfy regulatory requirements in all circumstances or that changes in applicable regulations will not impose additional costs or operational restrictions on our waste management activities.

Additionally, in the past, governments and other authorities have established certain restrictions on the freedom of movement and business operations, including travel bans, supply chain disruptions and border closures. Other measures such as the restriction on imports or business closures of ports, airports or any locations of entry, or border closings may have a material adverse impact on our operations and financial results, and we cannot predict future pandemic outbreaks.

We may face restrictions and penalties under consumer protection laws.

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Brazil has a series of strict consumer protection statutes, collectively known as the Consumer Protection Code (Código de Defesa do Consumidor), which are intended to safeguard consumer interests and apply to all companies in Brazil that supply products or services to Brazilian consumers. The Consumer Protection Code may apply to business customers if they are considered the “end user” of the products provided. Even though the rules apply to protect consumers, Courts may exceptionally apply them to instances where a company acquiring our products as input to its supply chain is in a technically, legally and/or financially vulnerable position towards us. In addition, the Consumer Protection Code provides that certain types of contractual clauses shall be held null and void by operation of law, including but not limited to when they: (i) reduce or limit a company’s liability towards consumers; (ii) entail a waiver or disposal of rights; (iii) transfer liability to third parties; (iv) establish obligations considered inequitable or abusive that place the consumer at an unreasonable disadvantage; or (v) are incompatible with good faith or equitable practices.

In Brazil, penalties are often levied by the Brazilian Consumer Protection Agencies (Fundação de Proteção e Defesa do Consumidor), or “PROCONs” and prosecutors, which oversee consumer issues on a district-by-district basis. Companies that operate across Brazil may face penalties from multiple PROCONs, as well as the National Secretariat for Consumers (Secretaria Nacional do Consumidor). Companies may settle claims made by consumers via PROCONs and the courts by directly indemnifying consumers and through a mechanism that allows them to adjust their conduct, called a conduct adjustment agreement (Termo de Ajustamento de Conduta), or “TAC.” The Brazilian Public Prosecution Office (Ministério Público) may also commence investigations related to consumer rights violations, and this TAC mechanism is also available for them. Companies that violate TACs face potential automatic fines. Brazilian prosecutors may also file class actions against companies that violate consumer rights, seeking strict compliance with consumer protection law provisions and indemnification for the damages consumers may have suffered.

For instance, we may be subject to product liability claims, product recalls and restrictions on exports for contaminated products. The sale of food products for human consumption involves the risk of injury to consumers. These injuries may result from tampering by third parties, bioterrorism, product contamination or spoilage, including the presence of bacteria, pathogens, foreign objects, substances, chemicals, other agents, or residues introduced during the growing, storage, handling or transportation phases. We cannot be sure that consumption of our products will not cause a health-related illness in the future or that we will not be subject to claims or lawsuits relating to such matters. The negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our corporate and brand image, and we could also incur significant legal expenses and be subject to criminal charges. Moreover, claims or liabilities of this nature might not be covered by any rights of indemnity or contribution that we may have against others, which could have a material adverse effect on our business, results of operations or financial condition.

Our Sugar, Ethanol and Energy segment produces raw and refined sugar products that are subject to Brazilian food safety legislation, including the Brazilian Food Code (Decreto-Lei No. 986/1969), regulations issued by the National Health Surveillance Agency (Agência Nacional de Vigilância Sanitária, or 'ANVISA'), and requirements established by State and Municipal Health Surveillance Authorities (Vigilâncias Sanitárias, or 'VISAs'). Our production facilities are subject to periodic sanitary inspections, and we are required to maintain valid operating licenses (Alvarás Sanitários) from the competent VISAs, as well as to comply with ANVISA's product registration, labeling, composition, and quality standards applicable to food products.

In the event of non-compliance with applicable food safety requirements, we may be subject to sanctions under Law No. 6,437/1977, including: (i) written warnings; (ii) fines ranging from R$2,000 to R$1,500,000; (iii) seizure or apprehension of non-compliant products; (iv) suspension of sales or product manufacturing; (v) cancellation of product registrations; and (vi) interdiction of facilities. In addition, food safety incidents — such as contamination events, quality control failures, or non-compliant labeling — could result in product recalls, reputational damage, adverse media coverage, and civil liability to affected customers or consumers, which could have a material adverse effect on our business, financial condition, and results of operations.

IFRS requires us to measure our biological assets at fair value and therefore limit the comparability of our financial statements to similar issuers applying US GAAP.

IAS 41 “Biological Assets” requires that we measure our biological assets and agriculture produce at the point of harvest at fair value less costs to sell, which may introduce significant volatility in our earnings and result in non-cash gains or losses. Therefore, we are required to make assumptions and estimates relating to, among others, future agricultural commodity yields, prices, and production costs extrapolated through a discounted cash flow method. For example, the value of our biological assets generated initial recognition and changes in fair value of biological assets amounting to gains of $95.6 million, $143.1 million and $87.9 million in 2025, 2024 and 2023, respectively. The assumptions and estimates used to determine the fair value of biological assets, and any changes to such prior estimates, directly affect our reported results of operations. Under US GAAP, biological assets are measured at historical cost.
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As a result, our financial statements and reported earnings are not directly comparable to those of similar companies applying US GAAP.

Our indebtedness could impair our financial condition and impair our ability to receive or pay out dividends.

As of December 31, 2025, we had $1,120 million of net debt outstanding on a consolidated basis, including our $500.0 million Senior Notes due 2032. Certain of our subsidiaries in Argentina and Brazil have a substantial amount of debt, which requires significant principal and interest payments. Such indebtedness could affect our subsidiaries’ future operations, for example, by requiring a substantial portion of their cash flows from operations to be dedicated to the payment of principal and interest on indebtedness instead of funding working capital and capital improvements and other investments. The amount of debt incurred by us and our subsidiaries also imposes significant debt obligations, increasing our cost of borrowing to satisfy business needs and limiting our ability to obtain additional financing.

The substantial level of indebtedness borne by certain of our subsidiaries also affects the amount of cash available to them to pay as dividends, increasing our vulnerability to economic downturns or other adverse developments relative to competitors with less leverage, and limiting our ability to obtain additional financing for working capital, capital expenditures, acquisitions or other corporate purposes in the future. Moreover, our indebtedness places limits on our ability to make acquisitions or needed capital expenditures or to pay dividends to our shareholders.

The terms of our indebtedness and that of certain of our subsidiaries impose significant restrictions on our operating and financial flexibility.

The terms of our Senior Notes due 2032 and the debt instruments of some of our subsidiaries contain customary covenants including limitations on our ability to, among others, incur or guarantee additional indebtedness; make restricted payments, including dividends and prepaying indebtedness; create or permit liens; enter into business combinations and asset sale transactions; make investments, including capital expenditures; and enter into new businesses. Some of these debt instruments are also secured by various collateral including mortgages on farms, pledges of subsidiary stock and liens on certain facilities, equipment and accounts. Some of these debt instruments also contain cross-default provisions, where a default on one loan by one subsidiary could result in lenders of otherwise performing loans declaring a default, potentially triggering multiple defaults and the acceleration of our indebtedness. These restrictions could limit our ability to obtain future financing, withstand a future downturn in business or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise, and limit our strategic and operational flexibility. Moreover, by reducing the level of dividends we may receive, the terms of our subsidiaries’ indebtedness place limits on our ability to make acquisitions or needed capital expenditures or to pay dividends to our shareholders.

The financial ratio covenants we are currently required to meet, some of which are measured on a combined basis aggregating results of the borrowing subsidiaries and others which are measured on an individual debtor basis, include, among others, debt service coverage, minimum liquidity and leverage ratios.

The failure to maintain applicable financial ratios, in certain circumstances, would prevent us from borrowing additional amounts and could result in a default under such indebtedness, which could materially reduce our liquidity and access to financing. If we or our subsidiaries are unable to repay those amounts, the affected lenders could initiate bankruptcy-related proceedings or enforce their rights to the collateral securing such indebtedness, which would have a material and adverse effect on our business, results of operations and financial condition.

Fluctuations in interest rates could have a significant impact on our results of operations, indebtedness and cash flow.

As of December 31, 2025, US$1,359.5 million of our total debt on a consolidated basis was subject to fixed interest rates, and US$233.5 million was subject to variable interest rates. As of December 31, 2025, borrowings incurred by our subsidiaries in Brazil are repayable at various dates between February 2026 and November 2040 and bear either fixed interest rates ranging from 3.10% to 12.65% per annum or variable rates based on Brazilian Long-Term Interest Rate (Taxa de Juros de Longo Prazo), the Brazilian Broad Consumer Prices Index (Índice de Preços ao Consumidor Amplo), and the Brazilian interbank rate (taxa do certificado de depósito bancário), or base-rates plus spreads ranging from 8.2% to 11.3% per annum. Borrowings incurred by our subsidiaries in Argentina are repayable at various dates between January 2026 and April 2027 and bear either fixed interest rate for those borrowings denominated in U.S. dollar.

During the second half of 2025 and early 2026, interest rate volatility in Argentina remained high as the Argentine Central Bank (“BCRA”) adjusted monetary policy to align with new inflation targets. Significant interest rate increases can have an adverse effect on our profitability, liquidity and financial position. If interest rates increase, whether because of an increase in market interest rates or an increase in our own cost of borrowing, our debt service obligations for our variable rate indebtedness would increase, and our net income could be adversely affected.
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Specifically, as of the first quarter of 2026, any shift in the BCRA’s benchmark rate (pases) could materially impact the cost of our local Peso-denominated working capital lines. We may be unable to adequately adjust our prices to offset any increased financing costs, which would have an adverse effect on our results of operations.

In addition, changes in the fair value of the derivative instruments can result in a non-cash charge or gain being recognized in our financial results for a period preceding the period or periods in which settlement occurs under the derivative instruments and interest payments are made. Changes or shifts in interest rates can significantly impact the valuation of our derivatives and therefore could expose us to substantial mark-to-market losses or gains if interest rates fluctuate materially from the time when the derivatives were entered into. Accordingly, fluctuations in interest rates may impact our financial position, results of operations, and cash flows. For information regarding derivatives, please see Note 2 to our Consolidated Financial Statements.

We may need additional capital and we may not be able to obtain it.

We believe that our existing cash and cash equivalents, cash flows from operations and ability to raise financing are and will be sufficient to meet our anticipated cash needs for the foreseeable future. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain other sources of financing. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness could result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations.

Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including:
•conditions of the U.S. capital markets and other capital markets in which we may seek to raise funds;
•our future results of operations and financial condition;
•government regulation of foreign investment in the United States, Europe, and Latin America; and
•global economic, political, and other conditions in jurisdictions in which we do business.

Moreover, certain of our subsidiaries rely substantially on existing uncommitted credit lines to support their operations and business needs through the agricultural harvest cycle. If we are unable to renew these credit lines, or if we cannot replace such credit lines with other borrowing facilities, our financial condition and results of operations may be adversely affected.

There is a risk that we could be treated as a U.S. domestic corporation for U.S. federal income tax purposes, which could materially increase our U.S. federal income tax liability and subject any dividends we pay to U.S. federal withholding tax.

Immediately prior to our IPO, we acquired approximately 98% of IFH, a holding company, which was a partnership for U.S. federal income tax purposes organized under the laws of Delaware in exchange for our common shares. Under section 7874(b) of the U.S. Internal Revenue Code of 1986, as amended, or the “Code”, we would be treated as a U.S. domestic corporation if we were deemed to have acquired substantially all of the assets constituting the trade or business of a U.S. domestic partnership and former members of IFH were deemed to own at least 80% of our common shares by reason of the transfer of those trade or business assets (ignoring common shares issued in our IPO for purposes of the 80% threshold). The rules mentioned above are unclear in certain respects and there is limited guidance on the application of the rules to partnership acquisitions. Accordingly, there can be no assurance that the U.S. Internal Revenue Service will not seek to assert that we are a U.S. domestic corporation, which assertion if successful could materially increase our U.S. federal income tax liability and require us to withhold tax from any dividends we pay to holders of our common shares who are not United States persons within the meaning of section 7701(a) (30) of the Code. See “Item 10. Additional Information—E. Taxation—United States Federal Income Taxation of the Company.”

We may be classified by the IRS as a “passive foreign investment company,” which may result in adverse tax consequences for U.S. investors in our common shares.

Whether we will be a passive foreign investment company, or a “PFIC,” for U.S. federal income tax purposes for the current or future tax year will depend on our assets and income over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this annual report.
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In particular, our PFIC status may depend, in large part, upon the extent to which our revenue from sales is considered to be commodities income and the extent to which such revenue is considered to be active business gains from the sales of commodities, which depends on the application of rules that may not be entirely clear in all cases. Moreover, under circumstances where our cash is not deployed for active purposes, our risk of becoming a PFIC may increase. Although the determination of whether a corporation is a PFIC is made annually, and thus may be subject to change, we do not believe that we were a PFIC for U.S. federal income tax purposes for our most recently completed taxable year. However, there can be no assurance that we will not be a PFIC for any taxable year. If we were treated as a PFIC for any taxable year during which a U.S. investor owned common shares, certain adverse tax consequences could apply to such U.S. investor. A U.S. taxpayer who owns stock in a foreign corporation during any year in which such corporation is a PFIC may be able to mitigate such negative tax consequences by making certain U.S. federal income tax elections, which are subject to numerous restrictions and limitations. Holders of the Company’s common shares are urged to consult their own tax advisors regarding the acquisition, ownership, and disposition of the Company’s common shares. See “Item 10. Additional Information—E. Taxation—Material U.S. Federal Income Tax Considerations for U.S. Holders—Passive Foreign Investment Company (“PFIC”) Rules.”

We are subject to anti-corruption, anti-bribery, anti-money laundering and other international trade laws and regulations.

We are required to comply with the laws and regulations of Brazil and other jurisdictions where we conduct operations regarding anti-corruption, anti-bribery, anti-money laundering and other international trade laws and regulations. In particular, we are subject to Brazilian Law No. 12,846/2013, to the U.S. Foreign Corrupt Practices Act of 1977, or the “FCPA,” to the United Kingdom Bribery Act of 2010, as well as economic sanctions programs, including those administered by the United Nations, the European Union and the United States, including the U.S. Treasury Department’s Office of Foreign Assets Control.
Law No. 12,846/2013, or the “Brazilian Anti-corruption Law,” imposes strict liability on companies, in the civil and administrative spheres, for acts contrary to the Brazilian federal public administration practiced by their directors, administrators, collaborators or third parties acting on their behalf or benefit. Among the sanctions applied are fines, loss of assets, rights and values illicitly obtained, suspension or partial interdiction of activities, prohibition on contracting with the government or receiving benefits or tax or credit incentives and confiscation of assets, which sanctions, if applied, could adversely affect our results. In Brazil, other laws that provide for violations related to corruption and unlawful acts against the Brazilian federal public administration are also applicable to us, such as Law No. 8,429/1992 (the Administrative Misconduct Law, or “Lei de Improbidade Administrativa”), as substantially amended by Law No. 14,230/2021, establishes civil liability for public agents and private parties involved in acts of administrative improbity against the Brazilian public administration. Law No. 14,230/2021 introduced significant structural changes to the administrative improbity regime, most importantly: (i) it eliminated the culpable (negligent) form of administrative improbity, requiring proof of willful misconduct (dolo específico) for liability to arise; (ii) it established an eight-year statute of limitations running from the date of the improbity act (or from the date the act became known to the plaintiff public prosecutor); and (iii) it modified the penalty structure applicable to convicted parties.
Under the current framework, sanctions for administrative improbity may include: loss of unlawfully obtained assets, rights, or values; suspension of political rights for periods proportional to the severity of the act (ranging from three to fourteen years for the most serious violations); civil fines of up to twenty-four times the last monthly remuneration received by the public agent; and prohibition on contracting with the public administration or receiving public financing for periods between three and fourteen years, calibrated to the severity of the violation. For private companies and their representatives involved in improbity acts, these sanctions may include civil fines and prohibitions on contracting with the government, which could adversely affect any operations we conduct that involve public contracts, government concessions, or publicly financed projects.
Law No. 27,401/2017, or the “Argentinian Corporate Criminal Liability Law,” makes legal entities criminally liable for local or international bribery and influence peddling, negotiations that are incompatible with public office, illegal payments made to public officials under the appearance of taxes or fees owed to the relevant government agency, illegal enrichment of public officers and employees, and producing aggravated false balance sheets and reports to cover up local or international bribery or influence peddling. Legal entities shall be liable when these crimes are committed, directly or indirectly, with their intervention or on their behalf, and are only exempted from liability if the individual who committed the crime acted exclusively for his/her own benefit and without any benefit for the entity. Legal entities may be convicted even if it is not possible to identify or convict the individual involved in the crime, provided that the circumstances of the case lead to the conclusion that the crime could not have been committed without tolerance of the authorities of the legal entity. Although previous drafts of the bill included sections making controlling entities liable for economic penalties imposed on their subsidiaries under this law, such articles were removed from the law as approved by the Argentine congress. Among the sanctions applied are fines, loss of assets, rights and values illicitly obtained, suspension or partial interdiction of activities, prohibitions on contracting with the government or receiving benefits or tax or credit incentives and confiscation of assets, which sanctions, if applied, could adversely affect our results of operation.
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The FCPA prohibits providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. As part of our business, we may deal with entities and employees which are considered foreign officials for purposes of the FCPA. In addition, economic sanctions programs restrict our dealings with certain sanctioned countries, individuals and entities. When issues arise, we attempt to act promptly to learn relevant facts, conduct appropriate due diligence, and take any appropriate remedial action to address the risk. There can be no assurance that our internal policies and procedures will be sufficient to prevent or detect all inappropriate practices, fraud or violations of law by our employees, directors, officers, partners, agents and service providers or that such persons will not take actions in violation of our policies and procedures (or otherwise in violation of the relevant anti-corruption laws and sanctions regulations) for which we or they may be ultimately held responsible. In February 2025, President Trump issued an executive order directing the U.S. Department of Justice to pause enforcement of the FCPA and to issue new enforcement guidelines that take into consideration U.S. national security and the competitiveness of U.S. companies abroad. However, such executive order does not directly affect the U.S. Securities and Exchange Commission’s separate civil enforcement authority under the FCPA’s accounting provisions, nor does it eliminate potential risk of future enforcement under the FCPA (the statutes of limitation for FCPA violations are five years for the anti-bribery provisions and six years for the accounting provisions). It is unclear how this presidential directive may affect our industry or our business.

Violations of anti-bribery and anti-corruption laws and sanctions regulations could have a material adverse effect on our business, reputation, results of operations and financial condition. In addition, we may be subject to one or more enforcement actions, investigations and proceedings by authorities for alleged infringements of these laws. These proceedings may result in penalties, fines, sanctions or other forms of liability and could have a material adverse effect on our reputation, business, financial condition and results of operations. We cannot predict whether future investigations, developments from current investigations or allegations involving us or involving any of our affiliates, officers, employees, shareholders or members of our Board of Directors or any third parties related to us in any way will arise. In the event of investigations, allegations or developments, our reputation, business, financial condition, results of operations, as well as the price of the securities issued by us, may be adversely affected.

We may be adversely affected by the ongoing armed conflict between Russia and Ukraine, the conflict between Israel and Hamas, the blockade of the Strait of Hormuz by Iran, and other related conflicts in the Middle East, as well as the ensuing global geopolitical and economic instability.

The ongoing war between Russia and Ukraine has disrupted supply chains and international trade generally. Following Russia’s invasion of Ukraine beginning on February 24, 2022, the United States, the United Kingdom, the E.U. and other countries announced broad economic sanctions against Russia, including financial measures such as freezing Russia’s central bank assets and limiting its ability to access its U.S. dollar reserves. The United States, the E.U. and the United Kingdom have also banned people and businesses from dealings with the Russian central bank, its finance ministry and its wealth fund. Selected Russian banks were also removed from Swift messaging system, which enables the smooth transfer of money across borders. Other sanctions by the United Kingdom include major Russian banks being excluded from the United Kingdom financial system, stopping them from accessing sterling and clearing payments, major Russian companies and the state being prevented from raising capital or borrowing money on the United Kingdom markets, and the establishment of limits on deposits Russians can make at United Kingdom banks. The United States, the E.U. and the United Kingdom adopted personal measures, such as sanctions on individuals with close ties to Mr. Putin, placed visa restrictions on several oligarchs, as well as their family members and close associates, and froze assets.

While the continued effects and outcome of the ongoing war and the permanence of these sanctions on the Russian and global economies remains uncertain, they have already resulted in significant volatility in financial markets, depreciation of the Russian ruble and the Ukrainian hryvnia against the U.S. dollar and other major currencies, as well as an increase in energy and commodity prices globally. From a supply point of view, Brazil and Argentina are highly dependent on fertilizer imports, and Russia and Belarus hold a significant market share in Brazilian and Argentine soil fertilizer imports (a share that is higher for potash-based products). We may be unsuccessful in finding alternative direct imports from non-sanctioned regions or in increasing our prices to reflect increased supply costs in the future.

On October 7, 2023, the military-winged Islamic organization called Hamas infiltrated Israel’s southern border from the Gaza Strip and carried out a series of attacks against civilian and military targets, including firing rockets toward Israeli cities. Shortly following the attack, Israel’s security cabinet declared war against Hamas. In January 2025 Israel and Hamas declared a ceasefire and a hostage release deal in exchange for Palestinian prisoners. However, hostilities have since resumed, and it is uncertain that a subsequent ceasefire will be agreed or upheld.
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The intensity, duration and effects of any Israel’s current war against Hamas and the related armed conflicts between Israel and Hamas, Iran and Iranian-backed proxies (such as Hezbollah in Lebanon and Houthi rebels in Yemen) and the resulting political and economic instability in the Middle East is difficult to predict, as well as such conflict’s economic implications on the Company’s business and operations and on the global geopolitical scale.

The war in Ukraine has led to significant disruptions in global agriculture, and in the energy and fertilizer markets, causing price volatility and supply chain challenges. Similarly, the conflict between Israel and Hamas, and related conflicts in the Middle East, may have the potential to affect global grain and fertilizer prices, further exacerbating the cost pressures on our operations. In addition, the increase of fuel and fertilizer prices, as well as logistical costs resulting from these conflicts, may have an adverse effect on our business, financial condition, and results of operations.

On February 28, 2026, the United States and Israel initiated an armed conflict with airstrikes targeting sites and cities across Iran, resulting in the death of Supreme Leader Ali Khamenei and several other Iranian officials. In response, Iran launched missile and drone strikes against Israel, U.S. bases and U.S.-allied countries in the Middle East. The effective shutdown of the Strait of Hormuz has disrupted the flow of a substantial portion of global energy supplies, leading to a sharp increase in crude oil prices as markets price in the risk of supply shortages. Such price increases directly affect our operating costs, particularly with respect to fuel and logistics for our agricultural and industrial activities.

According to shipping and trade experts, even if the waterway reopens, the disruption to global supply chains may persist well beyond the resumption of normal shipping traffic.

In addition, approximately 2,000 vessels were stranded in the region during Iran’s partial blockade of the strait, according to the International Maritime Organization (IMO). As of the date of this annual report, the evolving nature of the conflict and ongoing diplomatic efforts make the situation highly uncertain, and its impact on global trade routes remains unpredictable and subject to rapid change.

Geopolitical tensions in petroleum-producing countries have affected and may continue to affect the global supply of oil and lead to increased prices. The conflict between Russia and Ukraine, the conflict between Israel and Hamas, the blockade of the Strait of Hormuz by Iran, and the resulted increased tension in the Middle East region, led to a spike in oil and energy prices. Although this positively impacted ethanol demand and prices, we cannot assure you that such geopolitical tensions will not adversely affect our business, financial condition and results of operations.

Technological advances or alternative products may affect demand for our products and services or require substantial capital investments to remain competitive.

Technological advances may affect demand for products or require substantial capital investments to remain competitive, including advancements in agricultural technology, precision farming and biotechnology, as well as alternative fuels, electrification and other energy transition technologies. The development and implementation of new technologies can result in a significant reduction in the costs of the products and services we distribute. We cannot predict when new technologies may become available or the effects of these events on our business. Advances in the development of alternatives to the products and services we currently distribute can significantly reduce demand or eliminate the need for them. Any advances in technology that require significant capital investments to ensure competitiveness, or that otherwise reduce demand for our services, will have a material adverse effect on our business and financial performance. In addition, any other alternative products or technological advances that reduce demand for our services could have a material adverse effect on our results of operations and financial condition.

Our use of AI, including generative AI, may expose us to additional risks and uncertainties that could adversely affect our business.

We and our third-party service providers may use AI tools in the ordinary course of business. Such use may increase the risk of unauthorized disclosure, loss or misuse of confidential, proprietary or personal information, and may require enhancements to our policies, procedures and internal controls.

The broader adoption of AI may increase the volume and sophistication of cyber threats and may facilitate fraudulent or deceptive activities directed at us, our employees, customers, suppliers or other business partners. In addition, AI-generated outputs may be inaccurate, incomplete or misleading, and reliance on such outputs without appropriate oversight could result in operational errors, harm to customers, regulatory scrutiny or reputational damage. Any of the foregoing could adversely affect our business.

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Security breaches and other disruptions could compromise our technology infrastructure and information and expose us to processes disruption and liability, which would cause our business and reputation to suffer.

In the ordinary course of our business, we depend on technology to carry out our business. We also collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers and suppliers, and personally identifiable information of our employees, in our data centers and on our networks. The secure processing, maintenance and transmission of this information is critical to our operations. In addition, these systems may require modifications or upgrades as a result of technological changes or growth in our business. Although we take actions to secure our systems and electronic information and have disaster recovery plans in case of incidents that could cause major disruptions to our business, these measures may not be enough.

Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks, our systems, and eventually suffer from systems disruption and/or having the information stored there accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, fines from governmental authorities, disrupt our operations, damage our reputation, and cause over costs to remedy the harm suffered, which could adversely affect our business/operating margins, revenues and competitive position.

We depend on our information technology systems and any failure of these systems could adversely affect our business.

We depend on information technology systems for significant elements of our operations, including data storage and retrieval of critical business information. Our information technology systems are vulnerable to damage from a variety of sources, including network failures, malicious human acts and natural disasters. In addition, some of our servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive issues. Failures or significant disruptions to our information technology systems or those used by our third-party service providers may prevent us from conducting our general business operations. Any disruption or loss of information technology systems on which critical aspects of our operations depend could have an adverse effect on our business, results of operations and financial condition.

In addition, we store highly confidential information on our information technology systems, including information related to our products. If our servers or third-party servers on which our data is stored are attacked by a physical or electronic break-in, computer virus or any other malicious human action, our confidential information may be stolen, unlawfully disclosed or destroyed. Any security breach involving misappropriation, loss or unauthorized disclosure or use of confidential information of our suppliers, customers or others, whether by us or by third parties, could subject us to civil and criminal penalties, have a material negative impact on our brands and reputation, create relevant legal and financial exposure, result in loss of customer confidence, or decrease the use of our products and services, any of which results may have an adverse impact on our business, results of operations and reputation.

Our security measures may also be breached by human error, wrongdoing, system errors or vulnerabilities, or other irregularities. Our measures to monitor and develop information technology infrastructure and networks may not be effective in protecting us against cyberattacks and other breaches related to our information technology systems. The techniques used to gain unauthorized, improper or illegal access to our systems, data or data from our customers, to disable or degrade services, or to sabotage systems are constantly evolving, can be difficult to detect quickly and often are not recognized until they are used against a target. Unauthorized parties may attempt to gain access to our systems or facilities by various means, including, but not limited to, hacking into our systems or those of our customers, partners or suppliers, or attempting to fraudulently induce our employees, customers, partners, suppliers or other users of our systems to disclose usernames, passwords, financial information or other confidential information, which in turn may be used to access our information technology systems. Certain third-party efforts to access information technology systems can be supported by significant financial and technological resources, making them even more sophisticated and difficult to detect.

Noncompliance with data protection laws could adversely affect our business.

Personal privacy, information security, and data protection are significant issues globally. The regulatory framework governing the collection, processing, storage, use and sharing of certain information, particularly financial and other personal data, is rapidly evolving and is likely to continue to be subject to uncertainty and varying interpretations. The occurrence of unanticipated events and the development of evolving technologies often rapidly drive the adoption of legislation or regulation affecting the use, collection or other processing of data and the manner in which we conduct our business. Any failure or perceived failure by us to comply with our privacy policies or any applicable privacy, security or data protection, information security or consumer-protection related laws, regulations, orders or industry standards in one or more jurisdictions could expose us to costly litigation, significant awards, fines or judgments, civil and criminal penalties or negative publicity, and could materially and adversely affect our business, financial condition and results of operations.
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The Brazilian General Data Protection Law (Federal Law No. 13,709/2018 - Lei Geral de Proteção de Dados) or the “LGPD,” which came into force on September 18, 2020, is a comprehensive data protection law establishing general principles and obligations that apply across multiple economic sectors and contractual relationships. The LGPD applies to individuals or legal entities, private or government entities, who process personal data in Brazil or collect personal data in Brazil or, further, when the processing activities have the purpose of offering or supplying goods or services to data subjects located in Brazil. The LGPD establishes detailed rules for the collection, use, storage and any other form of processing involving personal data (including personal data of clients, suppliers and employees), and affects all economic sectors, including the relationship between customers and suppliers of goods and services, employees and employers and other relationships in which personal data is collected, whether in a digital or physical environment. Specifically, the LGPD establishes, among others, data subjects’ rights, the legal bases for processing personal data, requirements for obtaining consent from data subjects, obligations and requirements related to security incidents, data breaches and data transfers – including international transfer –, as well as the creation of the National Data Protection Authority (Autoridade Nacional de Proteção de Dados), or the “ANPD,” for the purposes of regulating, monitoring, implementing and supervising compliance with the LGPD in Brazil. In the event of noncompliance with the LGPD, we may be subject to penalties, including (1) warnings, with the impositions of a deadline for the adoption of corrective measures; (2) a one-time fine of up to 2% (subject to an upper limit of R$50,000,000) of our revenue; (3) a daily fine (subject to an upper limit of R$50,000,000); (4) public disclosure of the violation; (5) the restriction of access to the personal data to which the violation relates, until corrective measures are implemented; (6) deletion of the personal data to which the violation relates; (7) partial suspension of the databases to which the violation relates for up to 12 months, until corrective measures are implemented; (8) suspension of the personal data processing activities to which the violation relates for up to 12 months; and (9) partial or full prohibition on personal data processing activities. While we have put in place systems and processes to comply with the LGPD, there can be no assurance that our LGPD compliance efforts will be deemed appropriate or sufficient by regulatory authorities or by courts, such as the Brazilian Public Prosecution Office (Ministério Público). Moreover, as the LGPD requires further regulation from the ANPD regarding several aspects of the law, which are still unknown, and we may have difficulty adapting our systems and processes to the new legislation due to the legislation’s complexity. The changes have impacted, and could further adversely impact, our business by increasing our operational and compliance costs.

In Argentina, Law No. 25,326 on the Protection of Personal Data, or the “LPPD,” regulates issues related to the protection of data stored in files, records, databases, and other technical means of data processing, whether they are public or private, to guarantee the right to honor and privacy of people, as well as access to the information that is recorded about them. The owner of personal data has the power to exercise the right of access to it free of charge at intervals of no less than six months, unless a legitimate interest to not permit such access is proven in accordance with the LPPD. The Agency for Access to Public Information, in its capacity as the enforcement authority of the LPPD, has the power to administer complaints and claims filed by individuals whose rights have been affected due to a breach of current regulations on personal data protection.

Any additional privacy laws, rules or regulations enacted or approved in Brazil, Argentina or in other jurisdictions in which we operate could cause us to incur costs to correct the noncompliance with such laws, expose us to uninsured liability, increase our risk of regulatory scrutiny, subject us to lawsuits and result in the imposition of material penalties and fines under state and federal laws or regulations, which could seriously harm our business, financial condition or results of operations. Any failure, real or perceived, by us to comply with our privacy policies or with any regulatory requirements or orders or other local, state, federal or international privacy or consumer protection-related laws and regulations could cause customers to reduce their purchases of our agricultural products and services and could have a material and adverse effect on our business.

Our operations are subject to disruptions by third parties who interfere with the possession of our real estate or our means of production.

Our operations are subject to disruption by third parties, including through illegal burnings, the invasion or occupation of our real estate, and the blocking of roads and agricultural land by members of certain social movements, environmental protection movements, as well as indigenous peoples, all of which is common practice in, and affects, the industry. In certain regions, including those where we own property or lease land under agricultural partnership agreements, available remedies, such as police protection and litigation, may be inadequate or nonexistent. In these cases, our operations, image and reputation may be affected, and we may be subject to legal and administrative litigation that may result in criminal and administrative penalties, including, but not limited to, suspension, shutdowns, and a requirement to pay fines, which may also result in the need for additional investments. In addition, we may be subject to civil liabilities for environmental damage, which includes the obligation to redress any damages caused to the environment and/or public health. The demonstration of the cause-and-effect relationship between the damage caused and action or omission is sufficient to trigger the obligation to redress environmental damage.
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Moreover, social movements are active in Brazil and advocate land reform and mandatory property redistribution by the Brazilian government. Land invasions and occupations of rural areas by a large number of individuals is common practice for these movements, and, in certain areas, including those in which we have invested or are likely to invest, police protection and effective eviction proceedings are not available to land owners. As a result, there can be no assurance that our properties will not be subject to invasion or occupation by these groups. A land invasion or occupation could materially impair the normal use of our lands or have a material adverse effect on our results of operations, financial condition or the value of our common shares. In addition, our land may be subject to expropriation by the Brazilian government. Under the Brazilian Federal Constitution, the Brazilian government may expropriate land that is not in compliance with mandated local “social functions.” A “social function” is defined as including: (i) the rational and adequate use of land; (ii) the adequate use of natural resources available and preservation of the environment; (iii) compliance with labor laws; and (iv) the use of land to promote welfare of owners and employees. If the Brazilian government decides to expropriate any of our properties, our results of operations may be adversely affected, to the extent that potential compensation to be paid by the Brazilian government may be less than the profit we could make from the sale or use of such land. Disputing the Brazilian government’s expropriation of land is usually time-consuming and the outcomes of such challenges are uncertain. In addition, we may be forced to accept public bonds, which have limited liquidity, as compensation for expropriated land instead of cash.

In addition, along with the expropriation rights, Brazilian law also confers to the government the power to create public easements over third-party property. Public easements are commonly used where infrastructure projects require the use of multiple plots of land, in particular in rural areas (e.g. transmission lines or oil and gas pipelines). Public easements require the payment of fair and prior indemnification, which authorizes the government to use such property for the public interest. The creation of a public easement must observe the same procedures applicable for the expropriation of real property. However, unlike expropriation, the public easement does not remove the property from the owners’ estate, but only creates the right of using the property or part of it. The creation of a public easement on our land, including on our farmland, would mean we would be prevented from using the relevant piece of land, which could adversely affect our results of operations and financial condition.

Tether owns approximately 74% of the outstanding common shares of the Company and, as such, will have the ability to effect certain decisions requiring shareholder approval, which may be inconsistent with the interests of our other shareholders

On March 28, 2025, Tether commenced a cash tender offer to acquire our common shares, which was consummated on April 25, 2025, establishing Tether as the Company’s controlling shareholder. Following the tender offer, Tether further increased its ownership through open-market purchases and currently holds more than 70% of our outstanding common shares.

Tether’s interests may be different from, or conflict with, our interests or the interests of our other shareholders. Tether and its affiliates are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete indirectly with us. Tether may also pursue acquisition opportunities that are complementary to our business, and, as a result, those acquisition opportunities may not be available to us. Accordingly, the interests of Tether may not always coincide with our interests or the interests of other shareholders, and Tether may seek to cause us to take courses of action that, in its judgment, could enhance its investment in the Company but which might involve risks to our other shareholders or adversely affect us or our other shareholders.

In the future, we may hold stablecoins or other digital assets in our balance sheet, which could expose us to a variety of factors that are difficult to evaluate with respect to the digital asset ecosystem, a relatively new and rapidly changing industry.

We are exploring the possibility of opportunistically trading some of our agricultural by-products (such as renewable electricity) and products for consideration that may consist of stablecoins or other digital assets. Digital assets may be used, among other things, to buy and sell goods and services or to transfer and store value by users. The digital asset ecosystem is a new and rapidly evolving industry, and its growth is subject to a high degree of uncertainty. The factors affecting the further development of the digital asset ecosystem include:

•continued worldwide growth in the adoption and use of cryptocurrencies and other digital assets;

•government and quasi-government regulation of cryptocurrencies and other digital assets and their use, or restrictions on or regulation of access to and operation of public blockchains or digital asset networks or protocols;
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•the security, maintenance and development of the open-source software protocol and other technologies impacting digital asset network;

•changes in consumer demographics and public tastes and preferences;

•the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; and

•general economic conditions and the regulatory environment relating to digital assets and relevant services providers.

The price of digital assets has been, and is expected to continue to be, volatile and subject to fluctuations. A variety of factors, known and unknown, may affect price and valuation. While our investment strategy does not currently contemplate a material investment in digital assets, a decrease in the price of digital assets that we may hold as investments in the future may have an adverse effect on our financial condition. Furthermore, there is no assurance that the availability of and access to digital asset service providers will not be negatively affected by government regulation or supply and demand of digital assets.

Risks related to the Profertil Acquisition

The financial position and results of operations of Adecoagro following the acquisition of Profertil may differ materially from our expectations.

Following the acquisition of Profertil, its results of operations have been consolidated into our financial statements beginning on the acquisition date. As a result, our consolidated financial statements for the year ended December 31, 2025 reflect only a limited period of Profertil’s results of operations, which may not be indicative of the results that would have been achieved had the acquisition occurred at the beginning of the period or of our future results of operations.

In addition, the assets acquired and liabilities assumed in connection with the acquisition of Profertil have been recorded at fair value based on preliminary estimates using assumptions that our management believes are reasonable based on information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining appropriate assumptions and estimates. These estimates may be revised as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates and the final acquisition accounting may occur and could have a material impact on our financial position and future results of operations.

Moreover, the integration of Profertil and the realization of any anticipated benefits from the acquisition are subject to various risks and uncertainties, and our expectations regarding the financial performance of the combined business may not be realized. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations and could cause significant variations in our share price.

The acquisition of Profertil is subject to mandatory notification to the Argentine Antitrust Authority.

Following the consummation of the acquisition of Profertil, Avaldi S.A. is required to file all requested documentation with the Argentine Antitrust Authority to seek and obtain antitrust approval of the acquisition. Avaldi assumes the entire risk and burden of obtaining such approval and is the sole responsible party to perform all actions required by any governmental order issued by the Argentine Antitrust Authority in connection with the acquisition. There can be no assurance as to the terms on which the acquisition of Profertil will be approved by the Argentine Antitrust Authority, or whether such approval will be obtained at all. Any conditions, limitations or remedies imposed by the Argentine Antitrust Authority could adversely affect our business, financial condition and results of operations.

Risks Related to the Countries in Which We Operate

Our results of operations and financial condition are dependent upon economic conditions in the emerging countries in which we operate.

All of our operations and/or development activities are in South America. As of December 31, 2025, based on total asset value, 63.3% of our assets were located in Argentina, 30.3% in Brazil and 2.3% in Uruguay. During the year ended December 31, 2025, 33.8% of our consolidated revenue were attributable to our Argentine operations, 35.7% were attributable to our Brazilian operations and 29.9% were attributable to our Uruguayan operations.
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In the future, we expect to have additional operations in the South American countries in which we now operate or in other countries with similar political, economic and social conditions. Many of these countries have a history of economic instability or crises (such as inflation or recession), government deadlock, political instability, civil strife, changes in laws and regulations, expropriation or nationalization of property, and exchange controls which could adversely affect our business, financial condition and results of operations.

In particular, fluctuations in the economies of Argentina, Brazil and Uruguay, and actions adopted by the governments of those countries have had and may continue to have a significant impact on companies operating in those countries, including us. Specifically, we have been affected and may continue to be affected by high levels of inflation, increased interest rates, fluctuations in the value of the Peso and the Brazilian Real (“Real”) against foreign currencies, wage controls, price and foreign exchange controls, regulatory policies, business and tax regulations, political and social tension, and in general by the political, social and economic scenarios in Argentina, Brazil and to a lesser extent, Uruguay.

The Argentine economy has experienced significant volatility in past decades, including numerous periods of low or negative growth and high and variable levels of inflation and currency devaluation. Inflation remains a challenge for Argentina given its persistent nature in recent years and considering its high levels during 2023, 2024 and 2025. No assurance can be given that the rate of growth experienced over past years will be achieved in future years or that the national economy will not suffer a recession. If economic conditions in Argentina were to slow down, or contract, if inflation were to accelerate, or if the Argentine government's measures to attract or retain foreign investment and international financing in the future to incentivize domestic economy activity are unsuccessful, such developments could adversely affect Argentina's economy and in turn affect our financial health and results of operations.

Moreover, the Argentine presidential and congressional elections held in August and October 2023 resulted in the election of Javier Milei, the candidate of “La Libertad Avanza”, as President. Since taking office, the Milei administration has implemented extensive deregulation policies aimed at addressing the ongoing economic and social crisis. On December 20, 2023, through the Decree of Necessity and Urgency No. 70/2023 (“DNU 70/2023”), the Executive Branch declared a public emergency across economic, financial, fiscal, administrative, social security, tariff, sanitary, and social matters. This framework was subsequently reinforced and further specified by the enactment of Law No. 27,742 (the “Ley Bases”), enacted in July 2024, which declared a public emergency in administrative, economic, financial and energy matters for an initial period of one year. Under this law, the Executive Branch is authorized to extend the emergency period for an additional year, potentially through July 2026.

These measures include, among others, the repeal of regulations governing housing rental contracts, the supply of essential products and the commercialization of mass consumption goods, as well as changes to the corporate structure of companies with State participation. The breadth of these reforms represents a significant shift in the Argentine legal and economic landscape, aimed at fostering market-driven competition.

However, the Argentine Constitution provides for legislative oversight of DNU 70/2023 by the National Congress. Under Law No. 26,122, the decree remains in force unless and until it is expressly rejected by both chambers of Congress; should a bicameral rejection occur, the decree would be rendered null and void. In this regard, on March 14, 2024, the Argentine Senate voted to reject DNU 70/2023; however, as of the date of this report, the decree remains legally effective because it has not been rejected by the Chamber of Deputies.

In addition, DNU 70/2023 has been subject to judicial review as to its constitutionality. However, on April 16, 2024, the Supreme Court of Justice unanimously rejected two actions filed against DNU 70/2023, stating that neither of them presented the existence of a 'cause,' 'case,' or 'controversy' that falls under the jurisdiction of the Supreme Court to rule on. Uncertainty persists regarding the long-term effects of DNU 70/2023 on the economy and our business.

On July 9, 2024, the law titled "Bases and Points of Departure for the Freedom of the Argentine People" (the "Bases Law") entered into force, following its approval by the National Congress on June 27, 2024. The key points of this approval are as follows:

•Emergency: The declaration of a public emergency in economic, financial, tax, social security, security, defense, trade, energy, health, administrative, and social matters. The declaration of emergency in the Bases Law is set to expire on December 31, 2025, but it enables the Executive to extend such term for two more years which was exercised by the Executive Branch to extend said emergency for an additional one-year period. Consequently, as of the date of this report, the public emergency and the corresponding delegation of legislative powers remain in effect. In terms of state reorganization, for as long as the declaration of emergency is in effect, the Bases Law establishes the legal foundation for delegating legislative powers to the Executive as it relates to: i) improving the functioning of the state; ii) reducing the oversizing of the state structure; and iii) ensuring effective internal control in the national public administration.
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•Regime for Large Investments: The creation of the 'Regime for Large Investments' ("RIGI"), which establishes a legal and regulatory framework to promote investment in productive projects in Argentina.

•Labor Modernization: Various modifications to laws 24,013 (Employment), 20,744 (Labor Contract Law), and 26,727 (Agricultural Work). Moreover, Law 25,323 (Labor Compensation) is repealed. The amendments include the extension of the trial period or the exemption from penalties and criminal actions for those employers who have not made the corresponding contributions, in exchange for the regularization of the corresponding worker.

•Concessions: Enables the Executive to grant concessions to private or public entities for the construction, maintenance, or exploitation of public works.

•Various amendments to Laws 17,319 (Hydrocarbons), 24,076 (Natural Gas) and 26,741 (Fiscal Oilfields), including the repeal of Article 1 of Law 26,741, which declared Argentina’s hydrocarbon self-sufficiency to be of public interest and a priority objective, and the creation of the National Gas and Electricity Regulatory Entity, replacing the Electricity Regulatory Entity (“ENRE”).

•Tax Modernization: Various tax changes, including, but not limited to, changes in income tax, personal property tax, and an asset regularization (voluntary disclosure) regime, among others.

On July 12, 2024, Congress approved Law No. 27,743 on Palliative and Relevant Tax Measures (“Tax Package”) regarding the regularization of tax, customs, and fiscal obligations, aimed at achieving voluntary payment by taxpayers and responsible parties. On that same date, the Executive Branch published Decree No. 608/2024 in the Official Gazette, which regulated various provisions of the Tax Package. Chapter II of this Decree specifically outlines the Asset Regularization Regime, designed to incentivize taxpayers to declare reportable assets to the Argentine federal tax authorities. The Asset Regularization Regime was structured in three stages. The first stage ran from October 1, 2024, to November 8, 2024, during which taxpayers were able to declare reportable assets of up to US$100,000 tax-free and a 5% penalty tax rate was applied to reportable assets exceeding such amount. The second stage took place from November 9, 2024, to January 31, 2025, during which the applicable penalty tax rate increased to 10%. Finally, the third stage covered the period from February 1, 2025, to April 30, 2025, during which the applicable penalty tax rate increased to 15%.

On August 5, 2024, Decree No. 695/2024 was published in the Official Gazette, regulating, among other matters, four chapters of Title II of the Bases Law: (i) Administrative reorganization; (ii) Privatizations; (iii) Administrative procedure; and (iv) Public employment. A week later, on August 12, 2024, Decree No. 713/2024 was issued, advancing the regulation of Title III of the Bases Law, specifically addressing 'Contracts and Transactional Agreements,' with particular focus on Chapter I, 'Force majeure in existing contracts and transactional agreements,' as well as certain articles of Chapter II, 'Concessions.' Additionally, on August 23, 2024, the Executive Branch published Decree No. 749/2024, which regulated Title VII of the Bases Law in relation to the RIGI.

On November 29, 2024, the Executive Branch published Decree 1057/2024 in the Official Gazette, which establishes implementing regulations to the amendments introduced by the Bases Law to the Hydrocarbons Law, the Gas Law 24,076 and the aspects of the Bases Law related to the uniform environmental legislation.

Additionally, in Brazil, the president has the power to enact policies and issue orders relating to the Brazilian economy, including the sector in which we operate, through specific regulations or through their control over Petrobras, our sole supplier of gasoline, diesel and certain other oil by-products, which could affect our operations and financial performance in Brazil. Political and economic uncertainty and any new policies or changes in current policies could have a material adverse effect on our business, operating results, financial condition and prospects. And any difficulty by the Brazilian government in obtaining a majority in the national Congress could result in congressional stalemate, political unrest and massive demonstrations and/or strikes that could adversely affect our operations. Uncertainties in relation to the implementation, by the current government, of changes related to monetary, fiscal and social security policies, as well as to the pertinent legislation, can contribute to economic instability. These uncertainties and new measures may increase the volatility of the Brazilian securities market.

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Economic and political conditions in the countries in which we operate, and the perception of these conditions in international markets, may adversely impact our business, our access to the capital and debt markets, and our results of operations and financial condition.

The Brazilian and Argentine economies have experienced extreme volatility in recent decades, with uneven periods of economic growth, periods of high inflation and devaluation of the Peso and the Real against the U.S. dollar. Our business and operations may be affected by the economic and political events that may affect the Brazilian and Argentine economies, such as price controls, foreign exchange controls, currency devaluations, high interest rates, increased public expenditures, tax increases or other regulatory initiatives.

According to the National Institute of Statistics and Censuses (Instituto Nacional de Estadística y Censos, or “INDEC”), economic activity recovered in 2021 following the impact of COVID-19 in 2020, with GDP growth of 10.7%, and this positive trend continued in 2022, with GDP growth of 5.0%. However, this trend reversed in 2023, when GDP contracted by 1.6%, followed by a sharper decline of 3.5% in 2024, primarily driven by a significant reduction in public works and a contraction in private consumption.

In 2025, the economy began to stabilize. According to the latest reports from the International Monetary Fund (“IMF”) and official local data, Argentina’s GDP grew by approximately 5.0% for the full year, exceeding prior estimates, as inflation began to decelerate and credit conditions improved. In addition, in its January 2025 report, the IMF projects annual economic growth of 4.0% for both 2026 and 2027.

International commodity prices for Argentina’s primary commodity exports have historically fluctuated, which has had an adverse effect on Argentina’s economic growth. Reliance on the export of certain commodities, such as soy, has made the Argentine economy more vulnerable to fluctuations in the prices of commodities. If international commodity prices decline, the Argentine economy could be adversely affected. In addition, adverse weather conditions can affect the production of commodities by the agricultural sector, which accounts for a significant portion of Argentina’s export revenues.

Throughout 2022, 2023 and 2024, social and political tension and high levels of poverty and unemployment in Argentina persisted while industrial activity and consumption diminished considerably. However, throughout 2025 and the first quarter of 2026, industrial activity and consumption began to show signs of stabilization following the initial impact of the deregulation policies. Notably, INDEC recently reported a significant decline in poverty rates; the latest figures (published on March 31, 2026) showed a drop to 28.2% in the second half of 2025, marking a reversal from the peaks observed in early 2024. However, there can be no assurance that Argentina will not face political, economic or social problems in the future, and a severe downturn in the Argentine economy could significantly increase social and political turmoil, leading to civil unrest, riots, looting, nationwide protests, strikes and street demonstrations, as has occurred in the past and could plausibly occur again. Due to the high levels of inflation and devaluation in recent years, employers both in the public and private sectors experienced significant pressure from organized labor unions and their employees to further increase salaries. If inflation rates were to increase again, there is no guarantee that this situation will not arise again in the future.

Persistent inflation, increased unemployment and poverty rates, decreased GDP, Peso depreciation, and/or other future economic, social and political developments in Argentina, over which we have no control, may adversely affect our business, financial condition and results of operations.

Moreover, a significant portion of our operations, properties and customers are located in Brazil. Accordingly, our financial condition and results of operations are substantially dependent on economic conditions in Brazil. Historically, Brazil’s political situation has influenced the performance of the Brazilian economy, and political crises have affected the confidence of investors and the general public, which has resulted in economic deceleration and heightened volatility in the securities issued abroad by Brazilian companies. Future developments in policies of the Brazilian government and/or the uncertainty of whether and when such policies and regulations may be implemented may adversely affect our results of operations and financial condition. The Brazilian economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high and variable levels of inflation and currency devaluation. The Brazilian GDP decreased 4.1% in 2020, and increased 4.6% in 2021, 2.9% in 2022, 3.2% in 2023, 3.4% in 2024 and 2.3% in 2025. There can be no assurance that GDP will increase or remain stable in the future. Future developments in the Brazilian economy may affect Brazil’s growth rates and, consequently, the consumption of sugar, ethanol, and our other products. As a result, these developments could impair our business strategies, results of operations and financial condition.

Additionally, the effects of any new policies to be implemented by the government of Mr. Luiz Inácio Lula da Silva on the economy and the confidence of foreign investors in Brazil are still unclear. Accordingly, we cannot determine the scope of potential impacts resulting from such events on the economy and our business at this stage.
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The economies of the countries in which we operate may be adversely affected by the deterioration of other global markets.

Financial and securities markets in the countries in which we operate are influenced, to different degrees, by the economic and market conditions in other countries, including other South American and emerging market countries and other global markets. Investors’ reactions to developments in these other countries, such as the recent developments in the global financial markets, may substantially affect the capital flows into, and the market value of securities of issuers with operations in, the countries in which we operate. A significant deterioration in the economic growth of any of the main trading partners of Brazil, Argentina or Uruguay could have a material impact on the trade balance of those countries and could adversely affect their economic growth and that of other countries in the region. Furthermore, adverse economic conditions in any of these countries could have a material adverse effect on our business, financial condition and results of operations. A crisis in global financial markets including other emerging country markets could dampen investor enthusiasm for securities of issuers with South American operations, including our common shares.

Although economic conditions vary from country to country, investor reactions to events occurring in one country sometimes demonstrate a “contagion” effect in which an entire region or class of investment is disfavored by international investors. Furthermore, weak, flat or negative economic growth in any of Brazil’s or Argentina’s major trading partners, including each other, could adversely affect their balance of payments and, consequently, its economic growth.

The Argentine and Brazilian economies may also be affected by conditions in developed economies, such as the United States, that are significant trading partners of Brazil or Argentina or have influence over global economic cycles and the short-term evolution of commodity prices. If interest rates increase significantly in developed economies, including the United States, Argentina and its developing economy trading partners, such as Brazil, could find it more difficult and expensive to borrow capital and refinance existing debt, which could adversely affect economic growth in those countries. Decreased growth from Argentina’s trading partners could have a material adverse effect on the markets for Argentina’s exports and, in turn, adversely affect economic growth. Any of these potential risks to the Argentine economy could have a material adverse effect on our business, financial condition and results of operations.

On April 2, 2025, U.S. President Donald Trump announced via executive order a new 10% baseline tariff on all imports, including those from Brazil and Argentina, which could negatively impact the Argentine and Brazilian economies by raising export costs, reducing U.S. demand, and straining key industries like agriculture and manufacturing. However, the risk of bilateral trade friction in the region has been subsequently mitigated by recent diplomatic and judicial developments. Specifically, the Reciprocal Trade and Investment Agreement signed between the U.S. and Argentina has provided a framework for de-escalation, while the aggressive surcharges previously aimed at Brazil were effectively eliminated following the February 2026 U.S. Supreme Court ruling, which restricted executive authority regarding such duties. For more detail, see “—Our business may be materially and adversely affected by changes in international trade and economic and other conditions in key export markets for our products, including the imposition of tariffs, the modification of trade agreements between countries or other international trade restrictions.”

In addition, Brazil and Argentina are highly dependent on the export of certain commodities, such as soy, which has made the Brazilian and Argentine economies more vulnerable to fluctuations in commodity prices. If international commodity prices decline, the Brazilian or Argentine economies could be adversely affected. In addition, adverse weather conditions can affect the production of commodities by the agricultural sector, which account for a significant portion of Brazil’s and Argentina’s export revenues. All these circumstances could have a negative impact on the levels of government revenues, available foreign exchange and the government’s ability to service its sovereign debt, and could either generate recessionary or inflationary pressures, depending on the government’s reaction. Either of these results would adversely impact Brazil’s or Argentina's economic growth and, therefore, our financial condition and results of operations.

Governments have a high degree of influence in the economies in which we operate, which could adversely affect our results of operations or financial condition.

Governments in many of the markets in which we currently operate, or in which we may operate in the future, frequently intervene in their respective economies and occasionally make significant changes in monetary, credit, industry and other policies and regulations. Governmental actions to control inflation and other policies and regulations have often involved, among other measures, price controls, currency devaluations, capital controls and limitations on imports. We have no control over, and cannot predict what measures or policies governments may take in the future. Our results of operations and financial condition may be adversely affected by changes in governmental policy or regulations in the jurisdictions in which we operate that impact different factors such as:

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•labor laws and wage increases;
•changes in governmental economic or tax policies, and their effect on economic growth;
•abrupt currency fluctuations;
•high levels of inflation and the measures taken to combat it, such as price controls or price-fixing regulations;
•exchange and capital control policies;
•significant variation in interest rates;
•the lack of liquidity of domestic capital and lending markets;
•inconsistent fiscal and monetary policies;
•liquidity and solvency of their respective financial systems;
•restrictions on land acquisition or use or agricultural commodity production, including limitations on ownership of rural land by foreign persons or entities;
•developments in trade negotiations between countries or through the World Trade Organization or other international organizations, including as a result of the imposition of tariffs, import/export restrictions or other laws and policies affecting foreign trade and investment;
•environmental regulations;
•tax laws, including royalties and the effect of tax laws on distributions from our subsidiaries;
•restrictions on the repatriation of investments and on the transfer of funds abroad;
•expropriations or nationalizations;
•increased public expenses affecting the economy and fiscal deficits; and
•other political, social and economic developments, including political, social or economic instability, in or affecting the country where each business is based.

Uncertainty over whether governments will implement changes in policy or regulation affecting these or other factors in the future may contribute to economic uncertainty and heightened volatility in the securities markets, which may have a material and adverse effect on our business, results of operations and financial condition.

In recent years, the Argentine government had implemented various price control measures, no longer in force as of the date of this annual report, including voluntary programs launched in 2020 and 2022 to set reference prices for household goods. These regulations impacted the prices of our processed rice and fluid milk products. In addition, our facilities have been inspected in the past to control compliance with price control regulations.

As of the date of this annual report, there can be no assurance whether the Argentine government will enact new price control regulations. Interventions by the Argentine government similar to those described above can have an adverse impact on the level of foreign investment in Argentina, the access of Argentine companies to the international capital markets and Argentina’s commercial and diplomatic relations with other countries and, consequently, could adversely affect our business, financial condition and results of operations. In the future, the degree of governmental intervention in the economy may continue to rise, which may adversely affect the Argentine economy and, in turn, our business, results of operations and financial condition.

Although the Milei administration appears to have among its main objectives a significant reduction in the government’s intervention in the economy, it remains uncertain whether these efforts will succeed or whether future administrations will maintain such objectives.

Moreover, historically, the Brazilian government has frequently intervened in the Brazilian economy and has occasionally made significant changes in economic policies and regulations, including, among others, the imposition of a tax on foreign capital entering Brazil, changes in monetary, fiscal and tax policies, currency devaluations, capital controls and limits on imports. The administration is currently facing domestic pressure to retreat from the current macroeconomic policies in an attempt to achieve higher rates of economic growth. In addition, the Brazilian government has discussed the creation of a tax on financial transactions, including wire transfers, in order to improve the fiscal situation of the country or to increase taxation. We cannot predict which policies will be adopted by the Brazilian government and whether these policies will negatively affect the economy or our business or financial performance.
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In 2023, the Brazilian Congress approved and enacted Constitutional Amendment 132/23, which aims to reform the consumption tax system. Specifically, Constitutional Amendment 132/23 provides for the extinction of three federal taxes: (i) the Tax over Industrial Products (Imposto sobre Produtos Industrializados, or “IPI”), (ii) the Social Contribution on Gross Revenues (Programa de Integração Social, or “PIS”) and (iii) the Contribution for the Financing of Social Security (Contribuição para o Financiamento da Seguridade Social, or “COFINS”), which will be replaced by the Social Contribution on Operations with Goods and Services (Contribuição Social sobre Operações com Bens e Serviços, or “CBS”). Additionally, the amendment also involves the consolidation of state and municipal taxes. The Interstate and Intermunicipal Transportation Tax Over Goods and Services (Imposto sobre Operações relativas à Circulação de Mercadorias e sobre Prestações de Serviços de Transporte Interestadual e Intermunicipal e de Comunicação, or “ICMS”) which is a state tax, and the Tax on Services (Imposto Sobre Serviços, or ISS) which is a municipal tax, will be replaced by the new Tax on Operations with Goods and Services (Imposto sobre Bens e Serviços, or “IBS”).

On January 16, 2025, the Brazilian Congress enacted Supplementary Law No. 214/25, establishing general guidelines for the imposition of IBS and CBS, including their taxable events and calculation bases. The transition to the new system follows a phased schedule: beginning in 2026, taxpayers are required to issue invoices reflecting combined CBS and IBS at a test rate of 0.9% and 0.1%, respectively, but payment of these amounts is waived during this initial period, subject to compliance with ancillary obligations. Full payment of CBS and the phase-out of PIS and COFINS begin in 2027. ICMS and ISS will be progressively reduced between 2029 and 2032, with IBS fully replacing them by 2033. The combined standard rate, once fully implemented, is currently estimated at approximately 28%, although final rates are subject to further legislation by the Federal Senate. The overall reform is intended to simplify tax compliance, reduce cascading tax effects across supply chains, and align Brazil's system with destination-based international standards. The approved Tax Reform text also authorizes the Brazilian government to introduce a selective tax on goods and services considered harmful to health and/or the environment. Additionally, specific tax regimes will apply to industries explicitly listed in the Brazilian Constitution. The tax reform may reduce or eliminate existing our tax benefits, which could directly or indirectly impact our business and financial results. Furthermore, any future changes in tax laws and regulations may also affect our operations and financial performance.

Supplementary Law No. 214/2025 also advanced the implementation of the single-phase (monophase) PIS and COFINS collection regime for ethanol, effective May 1, 2025. Under this regime, ethanol producers — rather than distributors or retailers — are responsible for collecting and remitting PIS and COFINS across the entire downstream commercialization chain at a single point. The applicable rate was increased from R$130.90 per m³ to R$192.00 per m³, representing an increase of approximately 47% in the federal contribution burden per unit of ethanol produced.
This change has material implications for the economics of our ethanol business. As the entity now responsible for collecting these contributions on the entire value chain, we bear the liquidity cost associated with the upfront payment of PIS/COFINS before receiving payment from our customers at distributor-level pricing. The increase in the per-unit contribution amount also affects the competitive positioning of ethanol relative to gasoline in the flex-fuel market, as it raises the effective cost floor for ethanol distribution. To the extent we are unable to pass the full impact of this contribution increase through to our customers via higher ethanol prices, our operating margins could be adversely affected. There can be no assurance that future adjustments to the monophase PIS/COFINS rate will not impose additional cost burdens on our ethanol operations.

Exposure to Brazilian government debt could have a material adverse effect on us.

According to the Brazilian National Treasury's monthly report (RMD - Tesouro Transparente), Brazil’s Federal Public Debt remained above BRL 7 trillion as of December 31, 2025, reflecting increases during the year primarily driven by net debt issuances and interest accruals. In addition, Brazil’s five-year Credit Default Swap (CDS) spreads showed volatility during 2024 and 2025, at times reaching levels above 200 basis points. More recently, the RMD reported that the outstanding Federal Public Debt reached approximately BRL 8.84 trillion in February 2026, representing an increase of BRL 199.62 billion compared to January 2026. This variation reflected net issuances of approximately BRL 125.75 billion and positive interest appropriation of approximately BRL 73.87 billion

Any failure by the Brazilian government to make timely payments under the terms of these securities may increase the perception of risk of investors, reduce foreign investments, and consequently impact inflation levels. A rise in inflation and a reduction in investment volume may affect our business and influence our results.

Currency exchange rate fluctuations relative to the U.S. dollar in the countries in which we operate our businesses may adversely impact our results of operations and financial condition.
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Our businesses may be impacted by significant fluctuations in foreign currency exchange rates. Our exposure to currency exchange rate fluctuations results from the currency translation adjustments required in connection with the preparation of our Consolidated Financial Statements. The currency exchange exposure stems from the generation of revenues and the incurrence of expenses in different currencies and the devaluation of local currency revenues impairing the value of investments in U.S. dollars. While the Consolidated Financial Statements presented herein are, and our future Consolidated Financial Statements will be, presented in U.S. dollars, the financial statements of our subsidiaries are prepared using the local currency as the functional currency and translated into U.S. dollars by applying: (i) a year-end exchange rate for assets and liabilities; and (ii) an average exchange rate for the year for income and expenses. Resulting exchange differences arising from the translation to our presentation currency are recognized as a separate component of equity. Currencies in Argentina and Brazil have fluctuated significantly against the U.S. dollar in the past. Accordingly, fluctuations in exchange rates relative to the U.S. dollar could impair the comparability of our results from period to period and have a material adverse effect on our results of operations and financial condition.

Argentina has a history of high volatility in its foreign exchange market (the “FX Market”), including sharp and unanticipated devaluations, tight foreign exchange controls and severe restrictions on foreign trade. The devaluation of the peso may negatively affect the ability of certain Argentine businesses to service their foreign currency denominated debt and could contribute to higher inflation reducing real wages and adversely affecting our business. The peso depreciated against the U.S. dollar by 28.1%, 27.7% and 356.3% in 2025, 2024 and 2023, respectively, based on the official exchange rates published by the BCRA.

During 2025, Argentina transitioned to an exchange rate band regime introduced by the BCRA on April 11, 2025, under which the peso was initially permitted to fluctuate within a range of approximately Ps. 1,000 to Ps. 1,400 per US$1.00, with periodic adjustments intended to promote orderly market functioning and support monetary policy objectives. The Argentine government subsequently modified its foreign exchange policy to address currency valuation and macroeconomic stability. Under the updated framework, the BCRA adjusts the exchange rate broadly in line with the Consumer Price Index (CPI), while also taking into account international inflation rates to maintain real exchange rate parity. This “inflation-linked” approach is intended to prevent further real appreciation of the peso and provide greater predictability for exporters. However, the effectiveness of this policy depends on the government’s ability to control domestic inflation and maintain adequate international reserves. Any significant deviation from projected inflation levels or failure to maintain the exchange rate within the established bands could increase exchange rate instability and adversely affect our financial condition and results of operations.

In the past, the Argentine government has imposed restrictions on the purchase of foreign currency, giving rise to an unofficial market in which the U.S. dollar traded at a value different from the official exchange rate. In September 2019, following a foreign exchange crisis and a decline in the BCRA’s foreign currency reserves, the Argentine government reinstated stringent foreign exchange controls and transfer restrictions, substantially limiting the ability to obtain foreign currency or make certain payments or distributions abroad. Since late 2024 and throughout 2025, the current administration has implemented a series of deregulatory measures aimed at easing these controls, including shortening payment terms for imports, removing prior authorization requirements for certain transactions, and progressively relaxing restrictions on the repatriation of dividends and the payment of services to foreign affiliates.

More recently, in early 2026, the BCRA continued to simplify the regulatory framework, moving toward a unified foreign exchange market. However, while these measures have improved the flow of funds, certain residual restrictions remain in place, and there can be no assurance that future economic conditions will not lead the government to maintain or reintroduce exchange controls. See “—Exchange controls restrict the inflow and outflow of funds and may substantially limit the ability of companies to retain or obtain foreign currency or make payments abroad.”

The Brazilian currency has also historically suffered frequent fluctuations. As a result of inflationary pressures, the Brazilian government has implemented various economic plans and adopted a number of exchange rate policies, including sudden devaluations, periodic mini-devaluations during which the frequency of adjustments has ranged from daily to monthly, floating exchange rate systems, exchange controls and dual exchange rate markets. Formally, the value of the real against foreign currencies is determined under a free-floating exchange rate regime, but, in practice, the Brazilian government currently intervenes in markets through currency swaps and trading in the spot market, among other measures, every time the exchange rate is above or below the levels that the Brazilian government considers appropriate, taking into account inflation, growth, the performance of the real against the U.S. dollar in comparison with other currencies, and other economic factors. The Real appreciated approximately 11.18% in 2025, depreciated 27.9% in 2024 and appreciated 7.2% in 2023.

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Future fluctuations in the value of the local currencies relative to the U.S. dollar in the countries in which we operate may adversely affect our results of operations or financial condition.

Inflation in some of the countries in which we operate, along with governmental measures to curb inflation, may have a significant negative effect on the economies of those countries and, as a result, on our financial condition and results of operations.

Some of the countries in which we operate, particularly Argentina and Brazil, have experienced, or are currently experiencing, high rates of inflation, adversely affecting their economies and financial markets, and limiting the ability of their governments to create conditions that stimulate or maintain economic growth. Although inflation rates in some of these countries have been relatively curtailed in the recent past, there can be no assurance that this trend will continue. Measures taken by the governments of these countries to control inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and impairing economic growth. Measures to combat inflation and public speculation about possible additional actions have also contributed significantly to economic uncertainty in many of these countries and to heightened volatility in their securities markets. Periods of higher inflation may also slow the growth rate of local economies. Inflation is also likely to increase some of our costs and expenses, and we may not be able to fully pass such increases on to our clients, which could adversely affect our operating margins and operating income. For instance, a portion of our operating costs in Argentina are denominated in Pesos and most of our operating costs in Brazil are denominated in Brazilian Reais. Inflation in Argentina or Brazil, without a corresponding Peso or Real devaluation, could result in an increase in our operating costs without a commensurate increase in our revenues, which could adversely affect our financial condition and our ability to pay our foreign currency denominated obligations.

Historically, inflation has materially undermined the Argentine economy and the government’s ability to create conditions that would permit long-term and stable growth. High inflation may also undermine Argentina’s foreign competitiveness in international markets and adversely affect economic activity and employment, as well as our business and results of operations. In particular, the profit margin on our services is impacted by the increase in our costs in providing those services, which is influenced by wage inflation in Argentina, as well as other factors. In recent years, Argentina has experienced persistently high inflation, as reflected in the annual Consumer Price Index (CPI) published by INDEC: 211.4% in 2023, 117.8% in 2024, and 31.5% in 2025. If the Argentine government continues to fail to address Argentina’s structural inflationary imbalance, the current levels of inflation may continue to rise, which may have an adverse effect on Argentina’s economy.

Brazil, in turn, has historically experienced high rates of inflation. Inflation, as well as government efforts to curb inflation, have had significant negative effects on the Brazilian economy, particularly prior to 1995. Inflation was 7.2% in 2016, as measured by the General Market Price Index (Índice Geral de Preços – Mercado), or IGP-M, compiled by the Getulio Vargas Foundation (Fundação Getulio Vargas, or FGV). In 2017, Brazil registered deflation of 0.53%, largely due to a decline in food prices. Brazil then registered inflation of 7.5% in 2018 and 7.3% in 2019, and, mainly due to the depreciation of the Brazilian Real against the U.S. dollar and the increase in primary product prices, inflation was 23.1% in 2020 and 17.8% in 2021. In 2022, Brazil registered inflation of 5.45%, in 2023 deflation of 3.18%, in 2024 inflation of 6.54%, and in 2025 deflation of 1.05%, in each case as measured by the IGP-M. A significant proportion of our cash costs and operating expenses are denominated in Brazilian Reais and tend to increase with Brazilian inflation. The Brazilian government’s measures to control inflation have included, and continue to include, maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and reducing economic growth. This policy was eased between 2016 and January 2021, when the Special System for Settlement and Custody rate (Sistema Especial de Liquidação e Custódia), or SELIC rate, which is set by the Monetary Policy Committee (Comitê de Política Monetária, or COPOM), was reduced from 14.25% to 2.00%. Subsequently, rising inflation led the Brazilian government to adopt other measures to control inflation, including tax relief for several sectors of the economy and tax cuts on products included in the basic food basket. These measures were not sufficient to curb inflation, which led the Brazilian government to reinstate a tighter monetary policy. As a result, interest rates have fluctuated significantly. The year-end SELIC rate in Brazil was 4.50%, 2.00%, 9.25%, 13.75%, 11.75%, 12.25% and 15.00% in 2019, 2020, 2021, 2022, 2023, 2024 and 2025, respectively. As of the date of this annual report, the SELIC rate is 14.75%.

Argentina and/or Brazil may experience higher levels of inflation in the future, which may impact domestic demand for our products. Inflationary pressures may also weaken investor confidence in Argentina and/or Brazil, curtail our ability to access foreign financial markets and lead to further government intervention in the economy, including interest rate increases, restrictions on tariff adjustments to offset inflation, intervention in foreign exchange markets, and actions to adjust or fix currency values, which may trigger or exacerbate increases in inflation, and consequently have an adverse impact on us. In an inflationary environment, the value of uncollected accounts receivable, as well as of unpaid accounts payable, declines rapidly. If the countries in which we operate experience high levels of inflation in the future and price controls are imposed, we may not be able to adjust the rates we charge our customers to fully offset the impact of inflation on our cost structures, which could adversely affect our results of operations or financial condition.
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Despite the positive effects the depreciation of the Peso may have on the competitiveness of certain sectors of the Argentine economy, including our business, it also had a negative impact on the financial condition of many Argentine businesses and individuals. The devaluation of the Peso affected or may affect the ability of certain Argentine businesses to honor their foreign currency-denominated debt, generates high levels of inflation, reduces real wages significantly, and has a negative impact on companies oriented to the domestic market, such as public services and the financial industry. Additional volatility, appreciation or depreciation of the Peso, or reduction in the BCRA’s international reserves due to currency interventions could adversely affect the Argentine economy, which, in turn, may have an adverse effect on our financial condition and results of operations. Inflation has also contributed to a material increase in our costs of operation, in particular labor costs; it also enables a reduction in the purchasing power of the population, thus increasing the risk of a lower level of consumption from our customers in Argentina, which could negatively impact our financial condition and results of operations. Inflation rates could continue to grow in the future, and there is uncertainty regarding the effects that any measures adopted by the government could have to control inflation.

Inflation can also lead to an increase in Argentina's debt and have an adverse effect on Argentina's ability to service its debt, mainly in the medium and long term when most inflation-indexed debt matures. In addition, weaker fiscal results could have a material adverse effect on the Argentine government's ability to access long-term financing, which, in turn, could adversely affect Argentina's economy and financial condition and access to international or domestic capital markets. If the measures adopted by the Argentine government are not able to resolve the structural inflationary disruptions of Argentina, the current inflationary levels could rise and have a negative impact on the economic and financial conditions of Argentina, and, as such, adversely affect our operations and financial condition.

Depreciation of the Peso or the Real relative to the U.S. dollar or the euro may also create additional inflationary pressures in Argentina or Brazil that may negatively affect us. Depreciation generally curtails access to foreign financial markets and may prompt government intervention, including recessionary governmental policies. Depreciation also reduces the U.S. dollar or euro value of dividends and other distributions on our common shares and the U.S. dollar or euro equivalent of the market price of our common shares. Any of the foregoing might adversely affect our business, operating results and cash flow, as well as the market price of our common shares. Conversely, in the short term, a significant increase in the value of the Peso or the Real against the U.S. dollar would adversely affect the respective Argentine and/or Brazilian government’s income from exports. This could have a negative effect on GDP growth and employment, and could also reduce the public sector’s revenues in those countries by reducing tax collection in real terms, as a portion of public sector revenues are derived from the collection of export taxes.

Any deterioration in Brazil’s or our credit rating may adversely affect the trading price of our common shares and us.

Credit ratings affect investors’ perceptions of risk and, as a result, the yields required on issuances of indebtedness in the financial markets. Rating agencies regularly evaluate Brazil and its sovereign ratings, taking into account a number of factors, including macroeconomic trends, fiscal and budgetary conditions, indebtedness and the prospect of change in these factors.

Standard & Poor’s maintained Brazil’s sovereign credit rating at BB- with a stable outlook in 2021, revised the outlook to positive in June 2023, upgraded Brazil’s sovereign credit rating to BB in December 2023 and affirmed that rating with a stable outlook in June 2025. Moody’s confirmed Brazil’s sovereign credit rating at Ba2 with a stable outlook in 2021, upgraded Brazil’s sovereign credit rating to Ba1 in October 2024 while maintaining a positive outlook, and affirmed the Ba1 rating in May 2025, revising the outlook to stable. Fitch reaffirmed Brazil’s sovereign credit rating at BB- with a negative outlook in 2021, upgraded the rating to BB with a stable outlook in June 2023, and affirmed that rating with a stable outlook in June 2024 and again in June 2025

The review in Brazil’s credit rating by Standard & Poor’s and Fitch to BB- in past years adversely affected the trading price of debt and equity securities of Brazilian issuers. Any further downgrade of Brazil’s credit rating could heighten investors’ perception of risk and, as a result, increase the cost of debt issuances and adversely affect the trading price of our securities.

Additionally, any downgrade of our credit rating may adversely affect our ability to obtain loans and/or financings in the future or our cost of funding, which may increase the cost of funding our operations or the refinancing of our financial obligations, adversely affecting us.

Disruption of transportation and logistics services, insufficient investment in public infrastructure or disruption to any aspect of the supply chain could adversely affect our operating results.
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One of the main disadvantages of the agricultural sector in the countries in which we operate is that key growing regions lie far from major ports. As a result, efficient access to transportation infrastructure and ports is critical to the growth of agriculture as a whole in the countries in which we operate and of our operations in particular. Improvements in transportation infrastructure are likely to be required to make more agricultural production accessible to export terminals at competitive prices. A substantial portion of agricultural production in the countries in which we operate is currently transported by truck, a means of transportation significantly more expensive than railroad transportation available to U.S. and other international producers. Our dependence on truck transportation may affect our position as a low-cost producer which may impair our ability to compete in world markets.

Substantial investments are required for road and rail improvement projects, which may not be completed on a timely basis, if at all. Any delay or failure in developing infrastructure systems could reduce the demand for our products, impede our products’ delivery or impose additional costs on us. We currently outsource the transportation and logistics services necessary to operate our business. Any disruption in these services could result in supply problems at our farms and processing facilities and impair our ability to deliver our products to our customers in a timely manner.

In Brazil, a strike held by truckers in May 2018 resulted in completely halted road transportation throughout the country. As a result, the Brazilian government enacted of Law No. 13,703/2018, which established a base price for road freight transportation and created a freight table, in which minimum and mandatory transportation cost values are set each six months by the Brazilian Land Transportation Agency (Agência Nacional de Transportes Terrestres), or the “ANTT.” These measures adversely affected many companies in the agribusiness sector through increased transportation costs.

In addition, we are exposed to the risk of disruption to any aspect of our supply chain, to suppliers’ operations or to distribution channels, and the deterioration in the financial condition of our trading partners. These may be caused by a cyber-event, global health crisis, major fire, violent weather conditions or other natural disasters that affect the manufacturing or other facilities of our operating subsidiaries or those of their suppliers and distributors. In certain geographic areas where we operate, insurance coverage may not be obtainable on commercially reasonable terms, if at all. Coverage may be subject to limitations or we may be unable to recover damages from its insurers.

The Argentine economy may be affected by its government’s limited access to financing from international markets and the result of any failure to pay its debt obligations.

Historically, the Argentine government and provinces have defaulted on debt payments, which has limited their access, as well as that of private companies, to the international financial markets, and has substantially increased their respective financing costs. The Argentine economy has been experiencing significant instability in the past decades, including devaluations, high inflation, and prolonged periods of reduced economic growth, which have led to payment defaults on Argentina’s foreign debt and multiple downgrades in Argentina’s foreign debt rating with attendant restrictions on Argentina’s ability to obtain financing in the international markets.

Argentina’s 2001 sovereign default and its failure to fully restructure its sovereign debt and negotiate with the holdout creditors has historically limited Argentina’s ability to access international financing. Between 2005 and 2010, Argentina completed the restructuring of a substantial portion of its indebtedness and settled all of its debt with the IMF. In 2016, the Macri administration entered into settlement agreements with certain holdout bondholders to settle these claims, which were subject to the approval of the Argentine Congress. The Argentine government reached settlement agreements with holders of a significant portion of the defaulted bonds and repaid the majority of the holdout creditors with the proceeds of a US$16.5 billion international offering of three-year, five-year, 10-year and 30-year bonds on April 22, 2016. Although the size of outstanding claims decreased significantly, litigation initiated by bondholders that did not accept Argentina’s settlement offer in 2016 continues in several jurisdictions.

Additionally, foreign shareholders of several Argentine companies filed claims with the International Center for Settlement of Investment Disputes, (“ICSID”), alleging that the emergency measures adopted by the Argentine government since the crisis in 2001 and 2002 differ from the just and equal treatment standards set forth in several bilateral investment treaties to which Argentina is a party. The ICSID ruled against Argentina with respect to many of these claims. Litigation involving holdout creditors, claims with ICSID and other claims against the Argentine national government, resulted and may result in material judgments against the government, lead to attachments of, or injunctions relating to, Argentina’s assets, or could cause Argentina to default under its other obligations, and such events may prevent Argentina from obtaining favorable terms or interest rates when accessing international capital markets or from accessing international financing at all. Our ability to obtain U.S. dollar-denominated financing has been adversely impacted by these factors.

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Recently, Argentina achieved a significant judicial outcome in connection with the 2012 expropriation of 51% of YPF’s shares. On March 27, 2026, the U.S. Court of Appeals for the Second Circuit overturned a 2023 District Court ruling that had ordered the Argentine State to pay approximately $16.1 billion in damages to former minority shareholders. The appellate court vacated the judgment and dismissed the claims against the Republic, representing a material development in litigation, that has been ongoing for more than a decade.

While the plaintiffs may still pursue further legal remedies, including petitions for rehearing or an appeal to the U.S. Supreme Court, the immediate financial exposure and risk of asset seizures have been significantly reduced. This development has contributed to increased market confidence, as reflected in the performance of Argentine ADRs and sovereign bonds following the decision. However, as related legal proceedings may continue, there can be no assurance that additional claims or adverse developments will not arise. Although this outcome reduces a significant potential liability for Argentina and may support macroeconomic stability and the investment climate, any future adverse developments could negatively affect these conditions and, in turn our business and results of operations.

In June 2018, the IMF approved a financial support plan for Argentina in the form of a stand-by arrangement for US$50 billion, which was increased to US$57.1 billion in September 2018. The Argentine government negotiated an extension with the IMF for repayments under the stand-by arrangement that matured in 2022. On January 28, 2022, the IMF and the Argentine government reached an understanding, and the final agreement was approved by the IMF’s executive board on March 3, 2022. On March 17, 2022, the Argentine Congress approved the staff-level agreement to be entered into with the IMF. Further, on October 7, 2022, the IMF communicated that its executive board conducted a second review of the agreement with Argentina and approved a second immediate disbursement of approximately US$3.8 billion. Likewise, on December 22, 2022, the third review of the agreement was announced, approving a disbursement of approximately US$6.0 billion.

In March 2023, the Argentine government restructured its public debt by issuing bonds denominated in Pesos. The restructuring obtained 64.0% participation and extended the maturities of notes worth Ps.4.3 billion.

In addition, on August 4, 2023, through Decree No. 404/2023 a loan agreement between Argentina and Qatar for 580,000,000 Special Drawing Rights was approved in an attempt to pay interest on the debt contracted with the IMF. In this regard, the Argentine government announced the cancellation of US$ 1,411 million within the framework of the agreement. Moreover, on August 23, 2023, former Economy Minister, Sergio Massa, announced agreements with the World Bank and the Inter-American Development Bank that determined that these entities would provide Argentina with total financing of US$ 1,310 million.

Moreover, in the press release dated May 13, 2024, the IMF announced that the IMF Executive Board and Argentine authorities reached an agreement on the eighth review under the agreement with Argentina. As a result, the Board's decision allowed an immediate disbursement of approximately US$ 800 million (or SDR 600 million), bringing the total disbursements under the agreement to approximately US$ 41.4 billion. Furthermore, recently the Argentine Congress validated the presidential decree authorizing the execution of a new debt refinancing agreement with the IMF. The Staff-Level Agreement with the International Monetary Fund (“IMF”) aims to reduce the fiscal deficit, inflation and subsidies, among other objectives, with the goal of promoting macroeconomic stability and addressing structural challenges to strengthen support for sustainable and inclusive growth.

On March 19, 2025, the Argentine Congress validated a presidential decree authorizing the execution of a new debt refinancing agreement with the IMF. Pursuant to the technical agreement reached on April 8, 2025, this arrangement provides for a new extended funding facility of US$ 20 billion over a 48-month period, which was approved by the IMF Executive Board on April 11, 2025.

However, there can be no assurance that Argentina will have access to international or domestic financial markets on favorable terms, or at all. Any limitation on such access could adversely affect the projected capital expenditures for our operations in Argentina and, in turn, have an adverse effect on our financial condition and results of operations.

If current fiscal surplus is not maintained, the Argentine economy could be adversely affected, negatively impacting our operations, our capital expenditure program and our ability to service our foreign currency liabilities.

In the past, Argentina has had severe macroeconomic imbalances, including frequent and extreme fiscal deficits. Since 1961, the Argentine government has had yearly fiscal deficits approximately 90% of the time, resulting in highly vulnerable macroeconomic conditions. The Argentine government has financed its fiscal deficit mainly in two ways: (i) by relying on external debt issuances, which has historically led to rapid increases in public debt levels; and (ii) by having the BCRA issue currency, which has led to high inflation and, in certain cases, hyperinflation. As a result of the measures taken by Javier Milei’s administration, the Argentine government reported continued monthly fiscal surpluses, resulting in an annual surplus of approximately 0.8% of GDP as of December 2025.
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This reflects the continuation of fiscal consolidation efforts and marks the first time since the early 2000s that Argentina has recorded two consecutive years of positive fiscal balances.

Failure by Javier Milei’s or subsequent administrations to maintain the current fiscal surplus and reversion to historical deficits could lead to growing levels of uncertainty regarding Argentina’s macroeconomic conditions. In particular, it could lead to growing inflation rates and unanticipated foreign exchange depreciation and balance of payments crises, higher local vulnerability to international credit crises or geopolitical shocks, higher interest rates and erratic monetary policies, a reduction in real salaries and as a consequence, in private consumption, and a reduction in growth rates. This level of uncertainty, over which we have no control, may adversely affect our financial condition and results of operations.

Because foreign direct investment remains stagnant in Argentina, it may become impossible for Argentina and its provinces to meet their debt obligations in the future, since Argentina’s foreign currency needs would severely overcome its foreign currency sources. If this level of uncertainty prevails on international investors, Argentina may suffer a “sudden stop” event, where investors stop lending money to Argentine institutions. This, in turn, may result in large capital outflows that could not only force the Argentine government to default on its debt, but also generate a rapid and unanticipated depreciation of the Peso, a hike in local interest rates and a probable banking system crisis if bank deposits are largely withdrawn following social unrest. If a balance of payments crisis were to occur, a large depreciation of the Peso against the U.S. dollar could adversely affect our ability to meet our foreign currency obligations. Furthermore, the negative effect such a crisis could have on the growth rates of the Argentine economy and its consumption patterns could have a material adverse effect on our business, financial condition and result of operations.

Failure to adequately address actual and perceived risks of institutional corruption may adversely affect the economy and financial condition of the emerging markets in which we operate.

A lack of a solid and transparent institutional framework for contracts with the Argentine government and its agencies and corruption allegations have affected and continue to affect Argentina. Argentina ranked 99 of 180 in the Transparency International's 2024 Corruption Perceptions Index. The Argentine government's ability to implement initiatives aimed at strengthening Argentina's institutions and reducing corruption is uncertain as it would be subject to independent review by the Judicial Branch, as well as legislative support from opposition parties. There can be no assurance that the implementation of these measures by the Argentine government will be successful in stopping institutional deterioration and corruption.

Moreover, in the past, members of the Brazilian government and of the Brazilian Legislative Branch have faced allegations of political corruption. Notably, between 2014 and 2021, the Car Wash Operation (Operação Lava-Jato) — a wide-ranging anti-corruption investigation conducted by Brazilian federal prosecutors — resulted in the arrest and conviction of numerous senior federal officials, congressmen, and business executives. The operation was formally wound down in February 2021, and certain of its prosecutorial activities were subsequently subject to review by the Brazilian Supreme Court (STF), which issued rulings addressing the jurisdiction and impartiality of the investigations. The legal and political legacy of these events continues to influence the Brazilian institutional environment. Any political crisis could worsen the economic conditions in Brazil, which may adversely affect our results of operations and financial condition

Finally, under Brazilian law, real property ownership is normally transferred by means of a transfer deed, and subsequently registered at the appropriate real estate registry office under the corresponding real property record. There are uncertainties, corruption and fraud relating to title ownership of real estate in Brazil, mostly in rural areas. In certain cases, the real estate registry may register deeds with errors, including duplicate and/or fraudulent entries, and, therefore, deed challenges frequently occur, leading to judicial actions and police investigations. Property disputes over title ownership are frequent in Brazil, and, as a result, there is a risk that errors, fraud or challenges could adversely affect us.

Laws on the foreign ownership of rural properties may adversely affect our results of operations and future investments in rural properties.

In Argentina, Law No. 26,737/2011 and Decree No. 274/2012, as amended and supplemented by Decree No. 820/2016, impose limits on the ownership or possession of rural properties by foreign legal entities or certain foreign individuals. Under these rules, foreign ownership of rural land may not exceed 15% of the total amount of rural land in the Argentine territory and in the province, department or municipality where the relevant lands are located. Foreign ownership is defined as the ownership (whether by acquisition, transfer, assignment of rights or otherwise) of rural land by: (i) certain foreign individuals, regardless of whether they are Argentine residents; (ii) legal entities where foreign individuals or entities own, directly or indirectly, a number of votes sufficient to direct the entity’s decision-making process (which is presumed in the case of an equity interest greater or equal to 51%); (iii) companies that issue bonds (a) convertible in stock representing 25% or more of the company’s stock upon conversion and (b) whose holders are foreign individuals or entities; (iv) trusts whose beneficiaries are foreign individuals or entities holding an interest of at least 25%; (v) joint ventures in which foreign entities or individuals hold an interest greater than as set forth in the law; (vi) foreign, public law-governed legal entities; and (vii) associations or de facto corporations in which foreigners hold an interest greater than as set forth in the law or which are controlled by foreigners.
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A National Registry of Rural Land (Registro Nacional de Tierras Rurales), or the “RNTR,” was made in charge of enforcement of this framework.

In addition, foreign entities or individuals of a single nationality cannot own more than 4.5% of rural land in Argentina, and a single foreign entity or individual may not own more than 1,000 hectares in a certain “core area” or the “equivalent surface,” as set by the Interministerial Council of Rural Land (Consejo Interministerial de Tierras Rurales), in accordance with the provinces’ proposal, specifying districts, sub-regions or areas and taking into consideration the location of the land, the proportion of the land area in respect of the total territory of the relevant province, department or municipality and, the quality of the land for use and exploitation. Moreover, foreign legal entities or individuals may not own rural land that contains or is located next to permanent and significant bodies of water. Any change to the capital stock of companies that own or possess rural land that results in a direct or indirect change of control must be reported to the RNTR within 30 days. As an exception, Decree No. 820/2016 provides that a foreign legal entity or individual may exceed the ownership thresholds for up to 90 days, provided they reduce ownership to the legal limit by (i) transferring or causing any of its controlled legal entities to transfer the amount of rural land that exceeds the legal limit, (ii) modifying or causing any of its controlled legal entities to modify the type of exploitation awarded to rural lands owned by such foreign legal entity, or (iii) transferring its interest to permitted legal entities under Law No. 26,737.

Law No. 26,737 initially provided that vested rights were not to be affected by its application. Decree No. 820 further clarified this and set forth that foreign entities or individuals who owned rural land in excess of the ownership threshold when the Law No. 26,737 came into effect (i) are not required to transfer such rural land in excess, and (ii) in the event of transfer of rural lands acquired before Law No. 26,737 came into force, can acquire the equivalent to such transferred rural land, provided that the legal limits established for its use and location were complied with at the time of such acquisition. As such, the application of these laws does not have an adverse effect on the current rural land owned by our Argentine subsidiaries. However, our Argentine subsidiaries may be prevented from acquiring additional rural land in Argentina, which may adversely affect our financial condition and results of operations.

Recently, Section 154 of DNU 70/2023 has repealed Law No. 26,737. In addition to the control by Congress, DNU 70/23 is also subject to judicial review as to its constitutionality in cases arising from its entry into force or application. Recently, the Federal Court of Appeals in La Plata, in a class action promoted by an association of Former Combatants of Malvinas Islands, declared the unconstitutionality of Section 154 of DNU 70/23. Even though this ruling is not final, we consider that the repeal of Law 26,737 is currently suspended. It may be a matter of discussion whether this ruling has “erga omnes” (towards all) effects. However, as long as Law No. 26,737 has to be enforced by the Executive Power and it is the defendant of this process, we are of the opinion that Section 154 of DNU 70/23 is suspended. There is a meaningful risk to our business if Section 154 is suspended or declared unconstitutional given that, as set forth above, our Argentine subsidiaries may be prevented from acquiring additional rural land in Argentina, which may adversely affect our financial condition and results of operations.

In Brazil, Law No. 5,709/1971 sets forth certain restrictions on the acquisition of rural property by foreigners. Foreign investors may only acquire rural properties in which agricultural, cattle-raising, industrial or colonization projects are going to be developed as approved by the relevant authorities. The total rural area to be acquired by a foreign investor cannot exceed one quarter of the surface of the municipality where it is located, and foreigners of a single nationality cannot cumulatively own more than 10% of the surface of the respective municipality. The acquisition or possession (or any in rem right) by a foreign person of rural property located in an area of national security (i.e. at or near the Brazilian border) must be previously approved by the General Office of the National Security Council (Secretaria-Geral do Conselho de Segurança Nacional). Moreover, under Law No. 8,629/1993, these restrictions are also applicable to rural lease agreements; however, agriculture partnerships agreements (parcerias agrícolas) are not subject to these restrictions. The acquisition or lease by a foreign person of rural property exceeding 100 indefinite use units (módulos de exploração indefinida), a unit of measurement set by the National Institute of Colonization and Land Reform (Instituto Nacional de Colonização e Reforma Agrária), or “INCRA,” must be previously approved by the Brazilian Congress.

Between June 7, 1994 and August 22, 2010, the prevailing view was that Law No. 5,709 did not apply to Brazilian companies directly or indirectly controlled by foreign investors. However, an August 23, 2010 opinion by the Brazilian Solicitor-General’s Office (Advocacia-Geral da União), which was ratified by the President of Brazil, modified this view to confirm that Brazilian entities controlled by foreigners should be subject to these restrictions. We believe, and it is now generally held, that the recorded acquisition of rural land by Brazilian companies directly or indirectly controlled by foreigners prior to August 23, 2010 is not affected by this change in position.
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Any new rural land acquisitions by us are nonetheless subject to these restrictions, the waiver of which may be burdensome and time consuming. In order to obtain the authorization for the acquisition or lease of rural properties, foreign investors must present a project proposal to INCRA describing: (i) the relationship between the property and the envisioned project; (ii) the physical and financial schedule of the investment and implementation of the project; (iii) whether governmental funds will finance the project; (iv) the logistical viability of the project and proof of compatibility between the envisioned site and the geographic location of the land; and (v) proof of compatibility with the environmental zoning rules relating to the location of the property. While we conduct our operations in Brazil through local subsidiaries, we would be considered a foreign controlled entity within the meaning of these restrictions. Therefore, if we are unable to comply with these restrictions and obtain the required approvals in connection with future acquisitions or lease transactions, our business plan, contemplated expansion in Brazil and results of operations would be adversely affected. In addition, there can be no assurance that future legislation will not further restrict the acquisition of rural land by Brazilian companies controlled by foreign holders.

An increase in export and import duties and controls may have an adverse impact on our sales.

The Argentine government has historically imposed duties on the exports of various primary and manufactured products, including some of our products. Nevertheless, export duties have been modified according to Decree No. 38/2025, which sets a decrease in the rate until June 30, 2025. The export duty rate was decreased from 26% to 24% for soybean, 24-24.5% to 22-22.5% for soybean oil (depending on the applicable tariff code), 9.5% to 7.5% for soybean flour, and 26% to 21% for biodiesel. While these specific temporary rates expired, the administration subsequently enacted a new structural reform in late 2025, establishing a permanent and gradual phase-out schedule for export duties on major agricultural commodities. Under this new framework, export duty rates are scheduled to decrease incrementally on a semi-annual basis through 2027, aimed at eventually eliminating such taxes to enhance international competitiveness. However, the pace and continuity of this reduction schedule remain subject to the government’s ability to maintain fiscal balance and could be modified by future regulations depending on macroeconomic conditions.

Most other agricultural products, such as fresh fruit and vegetables, usually grown in specific regions, were set at a 0% export duty rate. Most industrial and manufactured goods have had their export duty rates reduced throughout 2022, 2023, 2024 and 2025. The Social Solidarity Law established new caps to set the export duty rate of all goods included in the tariff positions of the Common Mercosur Nomenclature. Even though most goods have a maximum 12.0% ad valorem export duty rate, there are special lower caps for some agricultural products from specific regions and industrial goods.

There can be no assurance that export duties will not be increased in the future or that new export taxes, quotas or other restrictions on imports and exports will not be imposed. Any such measures, including significant increases in existing export duties or the introduction of export quotas or other trade restrictions, could adversely affect our financial condition and results of operations. Although this risk may be partially mitigated by the recently signed trade agreement between the United States and Argentina, under which both countries have committed to reducing tariffs on more than 1,600 Argentine products, there can be no assurance as to the timing, scope or effectiveness of such measures.

As of January 1, 2022, the Executive Branch no longer has delegated authority to increase export duty rates. Accordingly, any export duties imposed without proper legislative authorization could be subject to constitutional challenge in Argentine courts. Notwithstanding the absence of such delegated powers, during 2024 and 2025 the Federal Executive implemented reductions in export duties for certain sectors, including agricultural commodities, dairy, meat products and fruits, in some cases on a temporary basis, in order to promote exports.

On December 26, 2023, Resolution No. 523/2017 of the National Secretariat of Commerce was repealed. This resolution had required prior approval from local authorities, through the Argentine Import System (Sistema de Importaciones de la República Argentina, or “SIRA”), for both automatic and non-automatic import licenses covering all tariff positions under the MERCOSUR Common Nomenclature for goods imported for consumption. The SIRA regime was initially replaced by the Import Statistical System (Sistema Estadístico de Importaciones, or “SEDI”), which was subsequently repealed in February 2025 by Joint General Resolution No. 5651/2025 (issued by ARCA and the Secretariat of Industry and Commerce). As a result, importers are no longer required to obtain prior authorization or await government validation to import goods.

In addition, the Executive Branch has eased technical and qualitative requirements applicable to the importation and commercialization of goods in Argentina. Through Decree No. 892/2025, the government introduced measures aimed at streamlining international trade.
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As of February 15, 2026, technical requirements applicable to imports are deemed satisfied if the goods comply with the standards required for their entry and/or commercialization in certain international markets designated as “high vigilance countries.” However, the decree also limits the scope of this flexibilization, as certain categories of goods—particularly those subject to health and sanitary oversight—remain subject to specific requirements or are excluded altogether.

Furthermore, on April 15, 2025, through Communication “A” 8226, the BCRA revised the payment framework for imports of goods, allowing Argentine residents to access the foreign exchange market, without prior BCRA approval, to make payments for imports upon customs entry registration. Such access remains subject to compliance with the general requirements established under Argentine foreign exchange regulations.

See “Item 10. Additional Information—D. Exchange Controls.”

Changes in tax laws, incentives, benefits and regulations may have a material adverse impact on the taxes applicable to our business and may increase our tax burden.

Changes in tax laws, regulations, related interpretations and tax accounting standards in Brazil, Argentina, Uruguay, Luxembourg or the United States may result in a higher tax rate on our earnings, which may significantly reduce our profits and cash flows from operations.

The Brazilian government frequently implements changes to the Brazilian tax regime that may affect us and our clients. These changes include changes in prevailing tax rates and, occasionally, imposition of temporary taxes, the proceeds of which are earmarked for designated Brazilian government purposes. Some of these changes may result in increases in our tax payments, which could adversely affect industry profitability and increase the prices of our products, restrict our ability to do business in our existing and target markets and cause our financial results to suffer.

For example, the consumption tax reform enacted through Constitutional Amendment 132/23 could have a direct or indirect impact on our operations and financial performance. See “—Governments have a high degree of influence in the economies in which we operate, which could adversely affect our results of operations or financial condition.”

On November 26, 2025, Brazil enacted Law No. 15,270/2025 (converting Bill No. 1,087/2025), ending approximately three decades of exemption from dividend taxation. Effective January 1, 2026, the law introduces a 10% withholding income tax (IRF) on profits and dividends remitted abroad to non-resident shareholders, whether individuals or legal entities, regardless of the amount or domicile of the beneficiary.
As a Luxembourg-based holding company that relies on dividends from our Brazilian operating subsidiaries to meet financial obligations and pay dividends to our shareholders and ADS holders, Law No. 15,270/2025 represents a material change to our tax cost structure. The 10% withholding tax on remittances abroad will increase the effective tax burden on profit repatriation, which could adversely affect our ability to pay dividends and our results of operations.
The law also establishes a transitional exemption under which profits and dividends related to fiscal years ending on or before December 31, 2025, that have been formally approved for distribution by the relevant corporate governance body by that date, may be distributed until December 31, 2028 without being subject to the new withholding tax. For this exemption to apply, both conditions must be satisfied cumulatively.
In practice, this transitional rule creates significant operational challenges for Brazilian companies, as financial results for fiscal year 2025 are unlikely to have been finalized, audited, and approved by December 31, 2025 given that such approvals typically occur at annual general meetings held in the first quarter of the following year. Brazilian legal commentators have also identified potential inconsistencies between the transitional rule and Brazil’s Corporations Law (Law No. 6,404/1976), which generally requires dividends to be paid in the same fiscal year in which they are declared. Regulatory guidance from the Federal Revenue Service (Receita Federal) on the application of this transitional rule remains pending, and there can be no assurance that distributions made in reliance on the exemption will not be challenged by tax authorities.
The Brazilian government regularly enacts reforms to the tax and other assessment regimes to which we and our customers are subject. Such reforms include changes in tax rates and, occasionally, enactment of temporary levies, the proceeds of which are earmarked for designated governmental purposes. The effects of these changes and any other changes that result from the enactment of additional tax reforms cannot be quantified and there can be no assurance that any such reforms would not have an adverse effect upon our business. Furthermore, such changes may produce uncertainty in the financial system, increasing the cost of borrowing and contributing to an increase in our non-performing credit portfolio. The effects of these changes and any other change that could result from the enactment of additional legislation cannot be quantified.
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There can be no assurance that we will be able to maintain our projected cash flow and profitability following any increases in Brazilian taxes applicable to us and our operations.
We are also subject to review of the interpretation of certain laws by the Brazilian Judiciary, which may result in adverse tax consequences for us. For example, in February 2023, the Federal Supreme Court, by unanimous vote, concluded that favorable judicial decisions to taxpayers (res judicata) must be automatically voided if, after such decisions were issued, the Supreme Court reaches a different conclusion on the subject matter in question. That is, if a company obtained authorization from a court to stop withholding a specific tax in the past, such authorization will automatically expire upon confirmation by the Brazilian Supreme Court that the withholding of such tax is legitimate and due. Accordingly, if pro-taxpayer court decisions are reversed by the Brazilian Supreme Court, and we have benefited from any such decisions, our business, financial performance and operating results could be negatively affected.
Similarly, the Argentine government frequently implements changes to the Argentine tax regime. In this sense, Argentina has experienced frequent and significant changes in its tax legislation over the past several years. These changes have affected a wide range of tax matters, including corporate income tax, dividend taxation, employer contributions, indirect taxes, and international tax rules. Such amendments are often introduced with limited notice and may apply retroactively, creating uncertainty for taxpayers and complicating long-term business planning.
In particular, major tax reforms were introduced through Law No. 27,430 in 2017 and subsequent legislation, including the Social Solidarity and Productive Reactivation Law in 2019, Law No. 27,630 in 2021 and Law 27,743 in 2024. These reforms modified the applicable corporate tax rates—transitioning from a flat rate to a progressive scale —and introduced a withholding tax on dividends and other profit distributions made by Argentine companies to Argentine resident individuals and foreign beneficiaries. Moreover, inflation adjustment mechanisms, which affect the determination of taxable income, were reinstated under certain conditions, adding further complexity to the tax compliance process.
Further, the sale, exchange or disposition of shares and other securities not trading in, or listed on, capital markets and securities exchanges by resident individuals and foreign beneficiaries in general is subject to tax at a rate of 15%. Non-residents can opt to be taxed at a rate of 15% on the net gain or 13.5% on the gross amount of the transaction, at the option of the seller.
In addition to income tax, other areas of the tax system have also been modified these past years. For instance, in 2020, new taxes were introduced on the acquisition of digital services and cross-border transactions, while changes in employer contribution schemes and tax rates applicable to equity holdings have increased the effective tax burden for companies operating in Argentina. Although some of these measures have been repealed or adjusted, the tax landscape remains volatile.
In the United States, the Trump administration has indicated the intent to propose significant changes to the U.S. tax system. Many aspects of these potential proposals are unclear or undeveloped and we are unable to predict which, if any, U.S. tax reform proposals will be enacted into law, and what effects any enacted legislation might have on our tax liabilities. The likelihood of these changes being enacted or implemented is unclear. We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business.
Furthermore, the Company is within the scope of the OECD (Organization for Economic Cooperation and Development) Pillar Two model rules (the Global Anti-base Erosion rules or GloBE). Pillar Two legislation was enacted in Luxembourg, the jurisdiction in which the company is incorporated, and came into effect from January 2024. Under Pillar Two, the Company is liable to pay a top-up tax for the difference between its GloBE effective tax rate per jurisdiction and the 15% minimum rate. We did not recognize any such liabilities in any jurisdiction for the year ended December 31, 2025.
These and other changes in Brazilian and Argentine tax laws could adversely affect our operations, financial condition and cash flows.
We receive certain tax benefits from Brazilian tax authorities, and there can be no assurance that such benefits will be maintained or renewed.

We receive certain tax benefits by virtue of our production facilities and investment projects in underdeveloped regions in Brazil. These tax incentives reduce the amount of Brazilian sales tax ICMS, due in the state of Mato Grosso do Sul as a result of the Ivinhema and Angélica mills. These benefits were most recently renewed until 2032.

However, Supplementary Law No. 214/2025, which implements Constitutional Amendment No. 132/2023, establishes a mandatory phase-out schedule for ICMS at the national level. Under this schedule, ICMS rates will gradually decline beginning in 2029 and will be fully replaced by the new IBS by 2033.
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As a result, even if our ICMS benefits remain nominally valid through 2032, their economic value is expected to diminish starting in 2029 as ICMS is progressively reduced and ultimately eliminated. There can be no assurance that the transitional mechanisms provided under LC 214/2025 or subsequent regulations will preserve the economic value of our existing ICMS benefits throughout the reform period.
There can be no assurance that the tax incentives we currently benefit from will be maintained, renewed or that we will obtain new tax incentives on favorable terms. In the event we fail to comply with specific obligations to which we are subject in connection with the tax benefits described above, such benefits may be suspended or canceled, or we may be required to pay the taxes due in full, plus penalties, which may adversely affect us.

Additionally, Constitutional Amendment No. 132/2023 and Complementary Law No. 214/2025 provide for the creation of a Fiscal Benefits Compensation Fund (Fundo de Compensação de Benefícios Fiscais), intended to provide transitional compensation to states and taxpayers holding ICMS incentive agreements that would be adversely affected by the reform. However, the detailed rules governing the Fund, including eligibility criteria, the methodology for calculating compensation, and the procedures for claiming compensation, remain subject to further regulation by the IBS Management Committee (Comitê Gestor do IBS) and additional complementary legislation. There can be no assurance that the transitional mechanisms associated with the Compensation Fund will preserve the full economic value of our existing ICMS benefits during the phase-out period, or that we will qualify for compensation in an amount equivalent to the benefits we currently receive. Any failure of these mechanisms to fully offset the erosion of our ICMS incentives could increase our effective tax burden and adversely affect our results of operations and financial condition.

Risks Related to Our Common Shares

The price of our common shares may be highly volatile.

We cannot predict the extent to which investor interest in our common shares will create or be able to maintain an active trading market, or how liquid that market will be in the future. The market price of our common shares may be volatile and may be influenced by many factors, some of which are beyond our control, including:

•the failure of financial analysts to cover our common shares or changes in financial estimates by analysts;
•actual or anticipated variations in our operating results;
•changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow our common shares or the shares of our competitors;
•announcements by us or our competitors of significant contracts or acquisitions;
•future sales of our common shares; and
•investor perceptions of us and the industries in which we operate.

In addition, the equity markets in general have experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our common shares, regardless of our operating performance. In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could adversely affect our financial condition or results of operations.

Our status as a “foreign private issuer” exempts us, and our status as a “controlled company” within the meaning of the NYSE corporate governance rules further exempts us, from certain rules under the U.S. securities laws, which results in less information about us being available to investors than for U.S. companies, and may make our common shares less attractive to investors.

The corporate governance rules of the NYSE require listed companies to have, among other things, a majority of independent directors and independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a “foreign private issuer” in the United States, we are permitted to, and we do, follow home country practice for certain requirements, and we are exempt from certain rules under the U.S. securities laws and are permitted to file less information with the SEC than U.S. companies.
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As long as we rely on the foreign private issuer exemption to certain of the NYSE corporate governance standards, a majority of the directors on our board of directors are not required to be independent directors, our compensation committee is not required to be composed entirely of independent directors and director nominations are not required to be made, or recommended to our full board of directors, by a nominations committee that consists entirely of independent directors. We are also exempt from certain rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors, and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our common shares. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies that are not “foreign private issuers” whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD promulgated by the SEC under the Exchange Act, which restricts the selective disclosure of material information. As a result, the management oversight of our Company may be more limited than if we were subject to all of the NYSE corporate governance standards, and our shareholders may not have access to information they deem important, which may result in our common shares being less attractive to investors.

In addition, we are a “controlled company” within the meaning of the NYSE corporate governance rules. A “controlled company” is a company of which more than 50% of the voting power is held by an individual, group or another company. Following the consummation of the Offer, Tether controls a majority of the combined voting power of our outstanding shares. As a controlled company, we are eligible to elect not to comply with certain requirements of the NYSE corporate governance standards, including the requirement that a majority of our board of directors consist of independent directors and that our compensation committee and nominating sub-committee be composed entirely of independent directors. Accordingly, our shareholders do not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance standards.

We are a Luxembourg corporation (“société anonyme”) and it may be difficult for you to obtain or enforce judgments against us or our executive officers and directors in the United States.

We are organized under the laws of the Grand Duchy of Luxembourg. Most of our assets are located outside the United States. Furthermore, most of our directors and officers and experts reside outside the United States, and most of their assets are located outside the United States. As a result, you may find it difficult to effect service of process within the United States upon these persons or to enforce judgments outside the United States obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for you to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for an investor to bring an action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons. Luxembourg law confers to shareholders the right to bring a derivative action on our behalf only in limited circumstances and, subject to certain conditions.

Service of process within Luxembourg upon the Company may be possible, provided that The Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters of November 15, 1965 is complied with. As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and the Grand Duchy of Luxembourg, courts in Luxembourg will not automatically recognize and enforce a final judgment rendered by a U.S. court. The enforceability in Luxembourg courts of judgments entered by U.S. courts will be subject prior to any enforcement in Luxembourg to the procedure and the conditions set forth in particular in the Luxembourg civil procedure code and/or established by court interpretation, which conditions may include the following and which may evolve:

•the judgment of the U.S. court is final and duly enforceable (exécutoire) in the United States and has not been fully enforced in the United States and/or any other jurisdiction;
•the U.S. court had jurisdiction over the subject matter leading to the judgment (based on the verification of a characterized link of connection of the litigation to the judge of origin);
•the U.S. court has applied to the dispute the substantive law which would have been applied by Luxembourg courts;
•the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if it appeared, to present a defense and other conditions for a fair trial have been complied with taking into account all facts and circumstances whether occurring before, during or after trial or issue and delivery of the judgment, and the judgment has not been obtained by reason of fraud;
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•the judgment of the U.S. court does not contravene Luxembourg international public policy (as such term is interpreted under the laws of Luxembourg); and
•the absence of contradiction between such judgment and an already issued judgment of a Luxembourg court.

Under our articles of incorporation, we indemnify and hold our directors harmless against all claims and suits brought against them, subject to limited exceptions. Under our articles of incorporation, to the extent allowed or required by law, the rights and obligations among or between us, any of our current or former directors, officers and company employees and any current or former shareholder will be governed exclusively by the laws of Luxembourg and subject to the jurisdiction of the Luxembourg courts, unless such rights or obligations do not relate to or arise out of their capacities as such. Although there is doubt as to whether U.S. courts would enforce such provision in an action brought in the United States under U.S. securities laws, such provision could make the enforcement of judgments obtained outside Luxembourg more difficult as to the enforcement against our assets in Luxembourg or jurisdictions that would apply Luxembourg law.

Our shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. corporation, which could adversely impact trading in our common shares and our ability to conduct equity financings.

Our corporate affairs are governed by our articles of incorporation and the laws of Luxembourg, including the laws governing public joint stock companies (sociétés anonymes). The rights of our shareholders and the responsibilities of our directors and officers under Luxembourg law are different from those applicable to a corporation incorporated in the United States. In addition, Luxembourg law governing the securities of Luxembourg companies may not be as extensive as those in effect in the United States, and Luxembourg law and regulations in respect of corporate governance matters may not be as protective of minority shareholders as state corporation laws in the United States. Therefore, our shareholders may have more difficulty in protecting their interests in connection with actions taken by our directors and officers or our principal shareholders than they would as shareholders of a corporation incorporated in the United States.

Neither our articles of incorporation nor Luxembourg law provide for appraisal rights for dissenting shareholders in certain extraordinary corporate transactions that may otherwise be available to shareholders under certain U.S. state laws. As a result of these differences, our shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. issuer.

Luxembourg and European Union insolvency and bankruptcy laws and regulations are substantially different from U.S. insolvency laws and may offer our shareholders less protection than they would have under U.S. insolvency and bankruptcy laws.

As a company organized under the laws of the Grand Duchy of Luxembourg and with its registered office in Luxembourg, we are subject to Luxembourg and European Union insolvency and bankruptcy laws and regulations in the event any insolvency proceedings are initiated against us including, among others, Council and European Parliament Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast). Should courts in another European Union Member State determine that the insolvency and bankruptcy laws of that Member State apply to us (or to certain of our assets) in accordance with and subject to such European Union regulations, the courts in that Member State could have jurisdiction over the insolvency proceedings initiated against us. Insolvency and bankruptcy laws in Luxembourg or the relevant other European Union Member State, if any, may offer our shareholders less protection than they would have under U.S. insolvency and bankruptcy laws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency and bankruptcy laws.

Our ability to pay dividends is restricted under Luxembourg law.

Our articles of incorporation and the Luxembourg law of August 10, 1915, on commercial companies as amended from time to time (loi du 10 août 1915 sur les sociétés commerciales telle que modifiée), require a general shareholders’ meeting to approve any dividend distribution, except as set forth below.

Our ability to declare dividends under Luxembourg corporate law is subject to the availability of distributable earnings or available reserves, including share premium. Moreover, we may not be able to declare and pay dividends more frequently than annually. As permitted by Luxembourg corporate law, our articles of incorporation authorize the declaration of dividends more frequently than annually by the Board of Directors in the form of interim dividends so long as the amount of such interim dividends does not exceed total net profits made since the end of the last financial year for which the annual accounts have been approved, plus any profits carried forward and sums drawn from reserves available for this purpose, less the aggregate of the prior financial year’s accumulated losses, the amounts to be set aside for the reserves required by Luxembourg law or by our articles of incorporation for the prior financial year.
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We are a holding company and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments, which they may not be able to do.

We are a holding company, and our subsidiaries conduct all of our operations. We own no material assets other than the equity interests in our subsidiaries. As a result, our ability to make dividend payments depends on our subsidiaries and their ability to distribute funds to us. If we are unable to obtain funds from our subsidiaries, we will be unable to distribute dividends. We do not intend to seek to obtain funds from other sources to pay dividends.
Item 4.    Information on the Company 
A.    HISTORY AND DEVELOPMENT OF THE COMPANY
General Information

Adecoagro was incorporated in the Grand Duchy of Luxembourg on June 11, 2010 as a société anonyme (a joint stock company). The Company’s legal name is “Adecoagro S.A.” On January 28, 2011, Adecoagro completed the IPO of its shares listed on the NYSE. The shares are traded under the symbol “AGRO.”

Adecoagro is registered with the Luxembourg Registry of Trade and Companies under number B153681. Adecoagro has its registered office at 28 Boulevard F.W. Raiffeisen, L-2411 Luxembourg. Our telephone number is (+352) 264491, and our website is www.adecoagro.com. The SEC also maintains a website at http://www.sec.gov which contains reports and other information regarding registrants that file electronically with the SEC.
History

The Company was founded in September 2002 following the acquisition of a 100% equity interest in Adeco Agropecuaria S.A. This transaction, which included over 74,000 hectares of productive farmland in Argentina, established the Company as what we believe to be a leading sustainable agricultural company and provided the foundation for subsequent expansion. Between 2004 and 2005, the Company expanded regionally expansion by acquiring over 25,000 hectares of farmland in Uruguay and the Western Bahia region of Brazil, as well as additional farmland in Argentina to consolidate its Crops business.

In 2005, the Company diversified into the Brazilian sugar, ethanol and energy sector through the acquisition of the Usina Monte Alegre S.A. mill, located in the state of Minas Gerais. In subsequent years, we completed the construction of two greenfield mills, Angelica and Ivinhema, creating a sugarcane cluster in Mato Grosso do Sul, Brazil. During the same period, the Company expanded its operations in Argentina through the acquisition of Pilagá S.A., which added more than 88,000 hectares of land and two rice processing facilities. In addition, we constructed two free-stall dairy facilities with a total capacity of 7,000 milking cows. As of December 31, 2025, we operate four free-stall facilities with over 14,400 milking cows.

The Company further integrated its operations downstream to capture higher margins. Together with CHS de Argentina S.A., we constructed a sunflower processing facility in Pehuajó, Province of Buenos Aires, Argentina. The facility processes black oil and confectionary sunflower seeds into specialty products, including in-shell seeds and oil seeds, primarily for export. We subsequently acquired 100% ownership of this entity.

In alignment with the Company’s sustainability objectives, in 2017 we completed construction of a biodigester to generate renewable electricity from dairy effluents.

In 2019, the Company significantly expanded its consumer retail presence through the acquisition of two milk processing plants and two established dairy brands in Argentina: "Las Tres Niñas" and "Angelita." The Company also expanded its peanut operations through the acquisition of a peanut processing facility to process its production into value-added products for export.

Recent strategic initiatives have focused on consolidating market leadership and optimizing the Company's global portfolio. In May 2022, we acquired Viterra Limited’s rice operations in Uruguay and Argentina. This transaction increased our rice processing capacity, yielded operational synergies, and expanded access to international markets for premium Uruguayan rice.
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Most notably, in December 2025, the Company completed the acquisition of a 90% controlling interest in Profertil through a $11 billion transaction involving stakes previously held by Nutrien and YPF. This strategic acquisition positions the Company as what we believe is a leading, cost-efficient global producer of urea and ammonia, further diversifying its agro-industrial platform and revenue streams.

Corporate Developments

In October 2010, the Company undertook a corporate reorganization to prepare its holding structure for its initial public offering (the “IPO”). As part of this reorganization, Adecoagro S.A., a société anonyme (joint stock company) incorporated under the laws of the Grand Duchy of Luxembourg, was established as the ultimate parent company and acquired approximately 98% of the underlying operating entities.

On January 28, 2011, the Company completed its IPO, listing its common shares on the New York Stock Exchange under the symbol “AGRO.” On February 2, 2011, the Company issued 28,405,925 common shares to the public. Concurrently with the closing of the IPO, the Company issued and sold 7,377,598 common shares in a private placement to Al Gharrafa Investment Company, a wholly owned subsidiary of Qatar Holding LLC, at a price equal to the IPO underwriters’ purchase price. By 2012, the Company had issued an additional 1,654,752 shares to remaining limited partners to consolidate its ownership, increasing Adecoagro’s interest in its underlying holding structure to approximately 100%.

To optimize its capital structure and extend its debt maturity profile, on September 21, 2017, the Company issued $500 million aggregate principal amount of its 6.000% Senior Notes due 2027 pursuant to an indenture with The Bank of New York Mellon. The notes are guaranteed on a senior unsecured basis by certain operating subsidiaries.

On March 28, 2025, Tether commenced a cash tender offer to acquire up to 49,596,510 of the Company’s common shares. The offer was consummated on April 25, 2025, and Tether became the Company’s controlling shareholder. Following the tender offer, Tether increased its stake through open-market purchases throughout May 16, 2025 to August 28, 2025, of 4,756,273 additional shares and currently holds more than 70% of the Company’s outstanding common shares.

On December 8, 2025, our registration statement on Form F-3 (File No. 333-291872) was declared effective by the SEC for a public offering of our common shares. We completed the public offering on December 15, 2025 issuing 41,379,311 common shares at a price of $7.25 per share. J.P. Morgan Securities LLC, BofA Securities, Inc., Banco BTG Pactual S.A. – Cayman Branch, Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. acted as underwriters in the offering. On December 17, 2025, the underwriters exercised their over-allotment option, resulting in the issuance of an additional 1,111,035 shares at the same price.

In total, the net proceeds to us from the offering were approximately $304.1 million, after deducting underwriting discounts and commissions and offering expenses. To date, we have used the net proceeds from the offering for the payment of installments due to YPF in connection with the acquisition of its equity interests in Profertil, as well as for working capital and general corporate purposes, and we currently expect to continue to use the remaining net proceeds for the same purposes. Tether participated in the offering, acquiring 30,344,827 of the newly issued shares. As of December 31, 2025, Tether holds 105,880,368 common shares, representing approximately 74.3% of the Company’s outstanding common shares.

In December 2025, the Company acquired from Nutrien its 50% interest in Profertil. This acquisition was carried out together with a third party, ACA, with ownership interests of 80% and 20%, respectively. The Company subsequently acquired the remaining 50% interest in Profertil from YPF. This second acquisition was completed without the participation of ACA, resulting in the Company owning 90% of Profertil and ACA owning the remaining 10%.

The following chart summarizes our corporate structure as of the date of this annual report:

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Principal Capital Expenditures

Capital expenditures totaled $938.0 million, $274.2 million and $$250.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. Capital expenditures include both maintenance capital expenditures and expansion capital expenditures.

B.    BUSINESS OVERVIEW

Our Company

We are a leading agro-industrial company in South America, with operations in Argentina, Brazil and Uruguay. Our businesses encompass agricultural production, industrial processing and the production of critical agricultural inputs. In agriculture, we produce a diversified portfolio of products—including various crops, rice, sugarcane and dairy—supplying both our own industrial operations and third-party clients. Our manufacturing activities include the processing and commercialization of value-added products, such as sugar, ethanol, energy, processed peanuts, rice and dairy products, including UHT milk and powdered milk, among others. In addition, we produce nitrogen-based fertilizers, supporting agricultural productivity in Argentina and South America. We also provide ancillary services including grain warehousing, conditioning, handling and drying. We also opportunistically conduct land sales and acquisitions.

As of December 31, 2025, we managed 608,399 hectares of which we owned a total of 210,371 hectares through 17 farms in Argentina and 7 farms in Brazil. In terms of hectares, Argentina accounts for 94% of our portfolio and Brazil accounts for 6%. In addition, we own and operate several industrial facilities. For more information about our industrial assets, see “Item 4. Information on the Company—B. Business Overview—Property, Plant and Equipment—Our Industrial Facilities.

We believe that we are:
•one of the largest owners of productive farmland in South America;

•an efficient producer and processor in Brazil, where we manage a plantation of 228,640 hectares and three sugar and ethanol mills with an annual installed capacity of 14.2 million tons of sugarcane crushed.

•the largest producer of granular urea in South America, with a total installed capacity of 790 thousand tons of ammonia and 1.3 million tons of granular urea per year;

•a leading producer of grains and oilseeds in South America, where we produce a wide range of crops, including soybeans, corn, wheat, peanut, sunflower and cotton, among others;
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•one of the largest fully integrated producers of rough (unprocessed) rice in the world. We are also a large processor and exporter of white rice (processed) in Argentina and Uruguay. Moreover, we are a leading retailer of rice products, including four popular brands—Molinos Ala, Apóstoles, 53 and Mucho Gusto;

•a leading dairy producer in South America in terms of cutting-edge technology, productivity per cow and grain conversion efficiencies, and we add value in our processing facilities. We are a leading retailer of dairy products, including three popular brands—Las Tres Niñas, Apóstoles and Angelita; and

•one of the leading companies in South America in the acquisition and transformation of undermanaged land to more productive uses, generating higher cash yields. The results of these transactions are disclosed within the Crops or Rice segment, depending on the utilization of the farm.

We are engaged in three main businesses: our Sugar, Ethanol and Energy business based in Brazil, our Fertilizers business based in Argentina; and our Farming business which is based in Argentina and Uruguay, and includes our Crops, Rice and Dairy operations. Following the completion of the Fertilizers business through our acquisition of Profertil, we consolidated the results of operations of this business for the 13‑day period from the acquisition date, December 18, 2025, through December 31, 2025.

Sugar, Ethanol and Energy Business
We cultivate and harvest sugarcane, which is then processed in our own mills to produce sugar, ethanol and energy. As of December 31, 2025, we had 228,640 hectares of sugarcane plantations in the Brazilian states of Mato Grosso do Sul and Minas Gerais, of which 12,951 hectares were planted on our own land and 215,689 hectares were planted on land leased by us under long-term agreements.
Furthermore, we own and operate three sugar and ethanol mills—UMA, Angélica and Ivinhema—with a total crushing capacity of 14.2 million tons of sugarcane per year as of December 31, 2025 (assuming an average of 5,569 milling hours). Our mills produce both sugar and ethanol, and accordingly, we have some flexibility to adjust our production (within certain capacity limits that generally vary between 40% and 80%) between sugar and ethanol, to take advantage of more favorable market demand and prices at given points in time. By using a by-product of the milling process which is the bagasse (the fiber of the sugarcane), we cogenerate renewable electricity which is used to power our mills, and we then sell the balance to the local grid via long-term contracts and spot transactions. In addition we reuse various by-products of the process, such as vinasse, which we use as a biofertilizer and as an input in the production of biomethane.
For more information about our Sugar, Ethanol & Energy business, see “Item 4. Information on the Company—B. Business Overview—Sugar, Ethanol & Energy Business.

Fertilizers Business
We are a leading fertilizer producer in Argentina, supplying products that support efficient and sustainable agriculture. We primarily produce and commercialize granular urea, a high-nitrogen fertilizer used to support crop growth. We also commercialize other nutrients and specialty blends designed to optimize crop yields. With annual sustainable production of approximately 1.3 million tons of granular urea and 790 thousand tons of ammonia at our fertilizer plant located in Bahía Blanca, Province of Buenos Aires, we supply approximately 50% of Argentina’s urea demand. In addition, we operate four reception, storage and dispatch terminals located in Bahía Blanca, Necochea, and San Nicolás, in the Province of Buenos Aires, and in Puerto General San Martín, Province of Santa Fe.
For more information about our Fertilizers business, see “Item 4. Information on the Company—B. Business Overview—Fertilizers Business.

Farming Business
As of December 31, 2025 we owned 197,417 hectares of farmland in Argentina. During the 2024/2025 harvest-year, we held leases or entered into agricultural partnerships for an additional 161,945 hectares of arable land. We own the facilities and have the resources to store and condition 100% of our crop and rice production. In addition, within our land portfolio there is a portion destined to cattle grazing activities in the Argentine provinces of Corrientes, Santa Fe, Formosa and Santiago del Estero.
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Our Farming business is subdivided into three main businesses:
•Crops: We produce a wide range of agricultural commodities, including soybean, corn, wheat, peanut, sunflower and cotton, among others. In Argentina, our farming activities are primarily conducted in the Argentine Humid Pampas region, where agro-ecological conditions are optimal for low-cost production, as well as in the northern region of the country and in the center-west region of Uruguay. We own two grain handling and conditioning facilities, in addition to one processing facility for peanuts and one for sunflower, where we process our production as well as third-party production, and turn them into higher value-added products which are later exported. Furthermore, we produce over 300,000 tons of forage which is used to feed our cow herd.
•Rice: We own a fully integrated rice operation. We produce irrigated rice in the northeastern provinces of Argentina and in Uruguay, where the availability of water, sunlight, and fertile soil results in a coveted region for the low-cost production of rice. We own four rice mills and one rice snack facility in Argentina and two rice mills in Uruguay that process our own production, as well as rice purchased from third parties. We produce different types of white and brown rice sold both in the domestic Argentine retail market under our own brands, and abroad.
•Dairy: Through the production of raw milk, we are able to transform forage and grains into value-added animal protein. We operate four free-stall dairies in Argentina, which allow us to optimize our use of resources (land, dairy feeding cattle and capital), increase our productivity and maximize the conversion of forage and grain into raw milk. We also own two milk processing facilities where we produce ultra-high temperature (“UHT”) milk, powdered milk, semi-hard cheese, cream and chocolate milk, among other products, with the flexibility to sell to both the domestic and export market based on relative profitability. Moreover, we constructed two biodigesters with a total installed capacity of 3.4 MW that generate and deliver electricity to the local power grid by burning biogas extracted from effluents produced by our dairy cattle.
For more information about our Farming business, see “Item 4. Information on the Company—B. Business Overview—Farming Business.

Our Competitive Strengths

•Unique and strategic asset base. We own strategically located farmland and industrial facilities throughout Argentina, Brazil and Uruguay. By continuously improving our operations and practices, we increase productivity and operating efficiencies while reducing operating and logistics costs. Owning a portion of the land where we operate is a key element of our business model.
•Low-cost production leveraging agro-ecological competitive advantages. Each of our products is produced in regions where agro-ecological conditions provide competitive advantages and, together with our production model, support our position as a low-cost producer. These advantages include high-yield sugarcane growth in Brazil, access to low-cost natural gas for fertilizer production in Argentina, premium farmland in the Humid Pampas for crops and dairy, and favorable water and sunlight conditions for rice in Argentina and Uruguay, resulting in high productivity, efficient input use and competitive logistics.
•Diversified asset base driving synergies, scale and resilient cash flows. Our diversified footprint across geographies, products and operations creates synergies and economies of scale, enabling the transfer of technologies and best practices across business lines, the implementation of land transformation strategies and a stronger negotiating position with suppliers and customers. This diversification also reduces exposure to climate risks and individual commodity cycles, supporting more stable cash flows.
•Vertical integration enhancing efficiency and value capture. We pursue vertical integration selectively where it enhances the efficiency of our operations, where attractive returns are available or where the absence of competitive markets limits price transparency. This approach allows us to capture additional value across the value chain and reduce reliance on third-party infrastructure and commercialization channels. In businesses such as Rice, Dairy and Sugar, Ethanol and Energy, we process a portion of our production into higher-value products, improving margins and reducing exposure to commodity price volatility.
•Scalable, technology-driven and sustainable operating model. Our standardized production model leverages agricultural practices and technology to optimize yields, reduce costs and enhance sustainability. These include mechanization, precision agriculture, proprietary seed development, efficient irrigation and circular processes such as energy cogeneration and by-product reuse, supporting margin improvement while maintaining environmental standards.
•Proven land transformation and capital allocation expertise. We have a strong track record of acquiring, developing and monetizing farmland, including executing significant land purchase and disposition transactions since our inception. Our approach is supported by a disciplined, data-driven methodology for land valuation and transformation, drawing on proprietary analysis and technological tools, and extensive experience in assessing productivity and appreciation potential across regions in South America.
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•Experienced management team with strong execution capabilities Our management team has extensive industry experience and a track record of executing complex, large-scale projects, including land transformation initiatives, greenfield industrial developments and the integration of acquisitions. Our operations are supported by a skilled and technically qualified workforce across our operating sites.

Our Business Strategy
We intend to strengthen our position as a leading agro-industrial company in South America by expanding and consolidating our business lines to create long-term value for our shareholders. The key elements of our business strategy are as follows:

•Consolidate our sugar and ethanol cluster in Mato Grosso do Sul. Our sugarcane cluster in Mato Grosso do Sul has allowed us to become what we believe is one of the most efficient and low cost producers of sugar, ethanol and energy in Brazil. We believe we still have capacity to expand our operations in the region while maintaining our competitive position. Additionally, we plan to continue to closely monitor the Brazilian sugar and ethanol industries and may pursue selective acquisitions that provide opportunities to increase our economies of scale, operating synergies and profitability.

•Consolidate our Fertilizers business. Following the recent acquisition of Profertil, our strategy is to integrate this business into our agro-industrial platform and realize operational synergies and efficiencies. We believe we are among the lowest-cost producers of urea and ammonia globally, supported by access to competitively priced natural gas and our location in a net importing region. We are also evaluating opportunities to expand installed capacity given our access to more competitive natural gas prices and to regional markets that are net importers of urea.

•Expand our Farming business through organic growth, leasing and strategic acquisitions. We will continue to seek opportunities for organic growth, target attractive acquisition and leasing opportunities and strive to maximize operating synergies and achieve economies of scale in each of our three main Farming business areas (Crops, Rice and Dairy). We believe that the execution risk associated with these projects will not be significant as we are investing in existing operations that are highly efficient. Moreover, our expected results do not rely exclusively on rising commodity prices, which we expect to remain flat.

•Further increase our operating efficiencies while maintaining a diversified portfolio. We intend to continue to focus on improving the efficiency of our operations and maintaining a low-cost structure to increase our profitability and protect our cash flows from commodity price cycle risk. We seek to maintain our low-cost platform by (i) making additional investments in advanced technologies, including those related to agricultural, industrial and logistical processes and information technology, (ii) improving our economies of scale through organic growth, strategic acquisitions, and more efficient production methods, and (iii) fully utilizing our resources to increase our production margins. In addition, we intend to mitigate commodity price cycle risk and minimize our exposure to weather related losses by (a) maintaining a diversified product mix and vertically integrating production of certain commodities and (b) geographically diversifying the locations of our farms.

•Continue to implement our land transformation strategy. We plan to continue to enhance the value of our owned farmland and future land acquisitions by making them suitable for more profitable agricultural activities, thereby seeking to maximize the return on our invested capital in our land assets. In addition, we expect to continue rotating our land portfolio through strategic dispositions of certain properties in order to realize and monetize the transformation and appreciation value created by our land transformation activities. We also plan to leverage our knowledge and experience in land asset management to identify superior buying and selling opportunities.


Operations and Principal Activities
Sugar, Ethanol and Energy Business
Sugarcane
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Sugarcane is a tropical grass that grows best in locations with stable, warm temperatures and high humidity, although cold and dry winters are an important factor for the sucrose concentration of sugarcane. The climate and topography of the center-south region of Brazil is ideal for the cultivation of sugarcane and accounts for approximately 90% of Brazil’s sugarcane production. Sugarcane is the most efficient agricultural raw material used in the production of sugar and ethanol. Ethanol produced from sugarcane is highly regarded as an environmentally friendly biofuel with the following characteristics.

Renewable: Sugarcane ethanol, unlike coal or oil, which can be depleted, is produced from sugarcane plants that grow back year after year, provided that they are replanted every five to seven years.

Sustainable: Sugarcane only needs to be replanted every five to seven years, as a semi-perennial crop. It can be harvested without uprooting the plant, and therefore its cultivation has less of an impact on the soil and the surrounding environment. The mechanization of the harvesting and planting process further improves sustainable agricultural management.

Energy Efficient: Sugarcane is highly efficient in converting sunlight, water and carbon dioxide into stored energy. The energy output of sugarcane is equal to nine times the energy input used in the production process, whereas the energy output of corn ethanol is only about 1.9 to 2.3 times the energy input used in its production process. Sugarcane produces seven times more energy compared to corn used for ethanol production.

Low Carbon Emissions: Compared to gasoline, sugarcane ethanol reduces greenhouse gases by more than 61.0%, which is the greatest reduction of any other liquid biofuel produced today in large quantities. Ethanol made from sugarcane is deemed an advanced biofuel by the United States Environmental Protection Agency (EPA).

Synergies: The main raw material used in the production of electricity in sugar mills is bagasse, which is a by-product of the sugarcane milling process, allowing for a renewable source of co-generated electricity.
As of December 31, 2025, our sugarcane plantations consisted of 228,640 hectares of sugarcane planted in Minas Gerais and Mato Grosso do Sul in Brazil. Approximately 95% of our sugarcane is planted over land leased through agricultural partnerships. Under these agreements, our partners lease land to us for periods of between one and two sugarcane cycles, equivalent to periods of seven to fourteen years, on which we cultivate the sugarcane. Lease payments are based on the market value of the sugarcane set forth by the regulations of the State of São Paulo Sugarcane, Sugar and Alcohol Growers Council (Conselho dos Produtores de Cana-de-Açúcar, Açúcar e Álcool do Estado de São Paulo) or “Consecana”. We planted and harvested approximately 90% of the total sugarcane we milled during 2025, with the remaining 10% purchased directly from third parties at prices also determined by the Consecana system, based on the sucrose content of the cane and the prices of sugar and ethanol. The following table sets forth a breakdown during the time periods indicated of the amount of sugarcane we milled that was grown on our owned and leased land or purchased from third parties:
  Year Ended December 31,
  2025 2024 2023
(In tons)
Grown on our owned and leased land 10,970,267 11,668,117 11,685,815
Purchased from third parties 1,174,945 1,094,480 811,608
Total 12,145,212 12,762,597 12,497,423
Sugarcane Harvesting Cycle
The annual sugarcane harvesting period in the center-south region of Brazil begins in March/April and ends in November/December of each year. In Mato Grosso do Sul, where our cluster is located, the weather pattern is less seasonal than in Sao Paulo. Our wet season is dryer and our dry season is more humid than traditional sugarcane regions. As a consequence of this weather pattern, the sugar content, measured by the total recoverable sugar, or “TRS”, gap between the beginning and the end of the year compared to the peak of the harvest is much smaller than in São Paulo. This allows us to grow and harvest sugarcane year-round with a minimal impact on TRS.
Since the beginning of the 2016/2017 harvest year, we have implemented a “non-stop” or “continuous” harvest model. This means that we harvest and crush sugarcane year-round, without stopping during the traditional off-season. This strategy allows us to increase annual sugarcane milling and sugar, ethanol and energy production by approximately 10%. Another benefit of the system is that we produce ethanol in the off-season, when market prices usually have a high premium to prices at harvest. In addition, cogeneration efficiency is related to harvested volumes and unrelated to TRS, enabling us to utilize our cogeneration potential during the whole year.
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Considering that approximately 86% of total costs are fixed, this model has resulted not only in higher revenues but also in the dilution of our fixed costs.
We plant several sugarcane varieties, depending on the quality of the soil, the local microclimate and the estimated date of harvest of such area. Once planted, sugarcane can be harvested, once a year, up to six to eight consecutive years. With each subsequent harvest, agricultural yields decrease. The plantations must be carefully managed and treated during the year in order to continue to attain sugar yields similar to a newly-planted crop.
We believe we own one of the most mechanized harvesting operations in Brazil. Our sugarcane harvesting process is currently 100% mechanized. Mechanized harvesting does not require burning prior to harvesting, significantly reducing environmental impact when compared to manual harvesting. In addition, the leaves that remain on the fields after the sugarcane has been harvested mechanically create a protective cover for the soil, reducing evaporation and protecting it from sunlight and erosion. This protective cover of leaves decomposes into organic material over time, which increases the fertility of the soil. Mechanized harvesting is more time efficient and has lower costs when compared to manual harvesting. Sugarcane is ready for harvesting when the crop’s sucrose content is at its highest level. Sucrose content and sugarcane yield (tons of cane per hectare) are important measures of productivity for our harvesting operations. Geographical factors, such as soil quality, topography and climate, as well as agricultural techniques that we implement, affect our productivity. Since most sugar mills produce both sugar and ethanol in variable mixes, the industry has adopted a conversion index for measuring sugar and ethanol production capacity, the TRS index, which measures the amount of kilograms of sugar per ton of sugarcane.
Once sugarcane is harvested, it is transported to our mills for inspection and weighing. We utilize our own trucks and trailers for transportation purposes. The average transportation distance from the sugarcane fields to the mills is approximately 30 kilometers at the UMA mill and 33 kilometers at the Angélica and Ivinhema mills.
Our Sugar Mills
We currently own three sugar mills in Brazil—UMA, Angélica and Ivinhema. Our mills produce sugar, ethanol and energy, and have the flexibility to adjust the production mix between sugar and ethanol, to take advantage of more favorable market demand and prices at given points in time. As of December 31, 2025, our mills had a total installed crushing capacity of 14.2 million tons of sugarcane, of which 13.0 million tons correspond to our sugarcane cluster in Mato Grosso do Sul (Angélica and Ivinhema). As of December 31, 2025, we crushed an aggregate volume of 12.1 million tons of sugarcane.
The UMA mill is located in the state of Minas Gerais, Brazil, and has a sugarcane crushing capacity of 1.2 million tons per year (assuming an average of 4,800 milling hours). During 2025, UMA had the capacity to produce up to 90,573 tons of sugar, 57,637 cubic meters of ethanol and to export 74,880 MWh of energy. It has an associated sugar brand, Açúcar Monte Alegre, with a strong presence in the regional retail market.
Angélica and Ivinhema are two modern mills, which were built in the state of Mato Grosso do Sul, Brazil, located 45 kilometers apart, and form a cluster surrounded by one large sugarcane plantation. Angélica is an advanced mill, completed in 2010, with a current sugarcane crushing capacity of 5.6 million tons per year (assuming an average of 5,333 milling hours). During 2025, it had the capacity to produce up to 363,863 tons of sugar, 310,496 cubic meters of ethanol and to export 504,000 MWh of energy. It is equipped with two modern high pressure boilers and three turbo-generators with the capacity to generate approximately 110 MW of electricity through the use of sugarcane bagasse. The energy produced through this process is used to power the mill with an excess of 70 MW available for sale to the power grid. Ivinhema mill has a current sugarcane crushing capacity of 7.4 million tons per year (assuming an average of 5,920 milling hours). It is equipped with state-of-the-art technology including full cogeneration capacity, flexibility to produce sugar and ethanol and fully mechanized agricultural operations. During 2025, it had the capacity to produce up to 350,686 tons of sugar, 350,686 cubic meters of ethanol and to export 612,000 MWh of energy. In terms of energy produced, it is used to power the mill with an excess of 85 MW available for sale to the power grid.
The following table sets forth a breakdown of our production volumes by product for the years indicated in our Sugar, Ethanol and Energy business:
  Year Ended December 31,
  2025 2024 2023
Sugar (tons) (1)
 600,383  832,389  805,608 
Ethanol (cubic meters) 588,004  532,715  522,508 
Energy (MWh exported) 676,389  743,488  694,259 
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(1) Includes 3,561 tons of organic sugar in 2023.

Our Main Products
 
Sugar
As of December 31, 2025, our sugar production capacity was approximately 3,550 tons per day which, after 15,385 hours of milling, resulted in a maximum production capacity of over 805,121 tons of sugar.
There are essentially five steps in the sugar manufacturing process. First, we crush the sugarcane to extract the sugarcane juice. We then treat the juice to remove impurities. The residue is used to make an organic compost used as fertilizer in our sugarcane fields. The juice is then boiled until the sugar crystallizes, and sugar is then separated from the molasses (glucose which does not crystallize) by centrifugation. The resulting sugar is dried and sent to storage and/or packaging. We use molasses in our production of ethanol.
On average, one metric ton of sugarcane contains 140 kilograms of TRS. While a mill can produce either sugar or ethanol, the TRS input requirements differ between these two products. On average, 1.045 kilograms of TRS equivalent are required to produce 1.0 kilogram of sugar, while the amount of TRS required to produce one liter of ethanol is 1.691 kilograms.
We produce two types of sugar: very high polarization, or “VHP” sugar and white crystal sugar. VHP sugar, a raw sugar with a minimum polarization of 99.00 degrees and a maximum polarization of 99.49 degrees of sucrose content, is similar to the type of sugar traded in major commodities exchanges, including the standard NY11 contract. The main difference between VHP sugar and NY11 raw sugar is the sugar content of VHP sugar, and it therefore commands a price premium over NY11 raw sugar. Crystal sugar is a non-refined white sugar (color 150 ICUMSA) produced directly from sugarcane juice.
We sell sugar both in domestic and international markets. Domestic sales are processed by our own brand “Açúcar Monte Alegre,” which is based in the state of Minas Gerais, Brazil. Through this brand, we sell conventional sugar, allowing us to have a competitive advantage amongst our peers. Prices for the sugar we export are set in accordance with international market prices, which are in turn determined in accordance with ICE # 11 futures contracts. For the year ended December 31, 2025, our largest three customers in this segment accounted for approximately 54% of our total export sales, and the remaining 46% was dispersed among several customers.
Sugar revenues comprised 18.6%, 25.8% and 32.3% of our total consolidated revenues in 2025, 2024 and 2023, respectively.

Ethanol
As of December 31, 2025, our ethanol production capacity was approximately 3,130 cubic meters per day which, after 15,385 hours of milling, resulted in a maximum production capacity of over 718,819 cubic meters of ethanol.
Ethanol is produced through the fermentation of sugarcane juice or diluted molasses. Initially, we process the sugarcane used in ethanol production the same way that we process it for sugar production. The molasses resulting from this process is mixed with clear juice and then with yeast in fermentation vats, and the resulting wine has an ethanol content of approximately 8% to 10%. After the fermentation is complete, the yeast is separated for recycling in the ethanol production process. We distill the wine to obtain hydrous ethanol. In order to produce anhydrous ethanol, hydrous ethanol undergoes a dehydration process in a molecular sieve. We produce both hydrous and anhydrous ethanol at our Angelica and Ivinhema mills whereas at our UMA mill we only have the industrial capacity to produce hydrous ethanol.
We sell ethanol both to domestic and international markets. During 2025, all our ethanol sales were destined to the domestic Brazilian market. Approximately 27% of our domestic ethanol sales are made through formal agreements. The remainder is sold through daily sales orders through specialized brokerage firms and/or directly with distribution companies and the prices for these transactions are set using the CEPEA/ESALQ hydrous ethanol index as a reference. Our largest five customers by volume accounted for approximately 74% of our sales for the year ended December 31, 2025.
Ethanol revenues comprised 23.6%, 17.5% and 19.0% of our total consolidated revenues in 2025, 2024 and 2023, respectively.
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Since 2020, we have been selling carbon credits or “CBios” under the RenovaBio program. The RenovaBio program was designed by the Brazilian government to cut carbon emissions by discouraging fossil fuel consumption while encouraging the production of renewable energy. Under this program, a carbon credit market is established in which sellers of fossil fuels have to acquire a mandatory quota of carbon credits set based on the amount of non-renewable fuels sold by them in the prior year. Issuers of CBios are biofuel producers whose mills have been certified by the ANP and awarded a score based on how “green” their mill operation is. This score acts as a multiplier for the amount of CBios the mill can issue for every cubic meter of ethanol it sells. CBios, in turn, are financial instruments traded on the B3. Prices are based on the supply of and demand for those credits.
Cogeneration
Sugarcane is composed of water, fibers, sucrose and other sugars and minerals. When the sugarcane goes through the milling process, we separate the water, sugar and minerals from the fibers or sugarcane bagasse. Bagasse is an important subproduct of sugarcane, and it is used as fuel for the boilers in our mills. Sugarcane bagasse is burned in our state-of-the-art boilers to produce high-pressure steam (68 atm) which is used in our high-efficiency turbo-generators to generate electricity to power our mills. The excess electricity, about 68% of the production capacity, is sold to the national power grid.
As of December 31, 2025, total installed cogeneration capacity reached 246 MW. The ability to generate electricity from the by-product of the sugarcane crushing process on a large enough scale to fully power a mill with excess electricity being available is referred to as having full cogeneration capacity. Our three mills are duly licensed by the Brazilian Electricity Agency (Agência Nacional de Energia Elétrica, or “ANEEL”) to generate and sell electricity.
We also sell electricity cogenerated at our sugar and ethanol mills to the grid. Sales are made to commercialization companies, in the spot market, to distributors and through government auctions in long-term contracts. Our largest six customers accounted for approximately 62% of our revenues for the year ended December 31, 2025.

ANEEL has organized yearly auctions for alternative energy and for renewable sources at favored rates. As a hedging strategy, we sell the electricity production of our mills through long-term contracts adjusted for inflation by reference to the “IPCA”.

In August 2010, Angélica participated in a public auction, where upon Angélica entered into a 15-year agreement with CCEE starting in 2011 for the sale of 131,400 MWh per year at a rate of R$357.27 per MWh (for 2025). Adecoagro Vale do Ivinhema S.A. entered into a second 25-year agreement with CCE starting in 2018, for the sale of 87,600 MWh per year at a rate of R$262.85/MWh. The delivery period is March to November for the first auction and April to November for the second auction. The rates under both agreements are adjusted annually for inflation by reference to the IPCA.
 
The following flow chart demonstrates the sugar, ethanol and cogeneration production process:

Sugarcane process.jpg

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The main advantages of energy generated by sugarcane bagasse are:

•it is a clean and renewable energy;

•it complements hydropower, the main source of Brazilian energy, as it is generated during the sugarcane harvest period (April to December) when water reservoirs are at their lowest level;

•it requires a short period of time to start operations; and

•it requires only a small investment in transmission lines when plants are located close to consumer centers.
We believe that there is a high potential for growth in the generation of electricity, and we are prepared to make investments to the extent economically viable.
The following table sets forth our revenues for each of the sugarcane by-products we produce for the years indicated:

  Year Ended December 31,
  2025 2024 2023
  (In thousands of $)
Sugar 265,687  391,738  419,858 
Ethanol 337,550  265,154  247,008 
Energy 37,198  33,795  34,844 
Other 16,433  17,267  20,597 
Total 656,868  707,954  722,307 

Furthermore, we continue developing and adopting technologies to become more efficient sugarcane producers and further reduce our carbon footprint. In 2017, we developed proprietary technology to produce biogas from vinasse, a subproduct of the ethanol production process, and built a biogas unit in our Ivinhema mill. Biogas can be used in the production of renewable energy or converted into biomethane to replace diesel consumption. We use vinasse in a concentrated form as input in a biodigester where microorganisms act on organic matter and produce biogas. Biogas, in turn, once cleaned and compressed is converted into biomethane which can be used as biofuel in adapted vehicles, such as trucks, lorries and cars.
We are currently expanding our installed capacity by five times via the construction of two additional biodigesters. Once completed (expected in 2026), we will be able to produce the equivalent of 14 million liters of diesel annually. In order to undergo this project, we secured financing from the Brazilian Funding Authority for Studies and Projects (Financiadora de Estudos e Projetos, or “FINEP”) for the total expected amount (R$226 million; equivalent to $41 million) due in 16 years (including 4 years of grace period).
This project will enhance the sustainability of our operations, has the potential to create an additional revenue stream and will enable us to replace our diesel consumption. Concurrently, and independently from its use in biogas production, we also use concentrated vinasse as potassium biofertilizer in our sugarcane plantation.
 Storage and Conditioning for the Sugar, Ethanol and Energy business
Our sugar and ethanol storage and conditioning facilities are located at our mill sites and enable us to deliver our products when they are ready to be commercialized with no third-party involvement. Having such facilities at mill sites allows us to (i) reduce storage and conditioning costs; (ii) reduce freight costs since we only commence moving the product once the final destination is determined, whether locally or to a port; and (iii) capitalize on fluctuations in the prices of sugar and ethanol. The following table sets forth the nominal storage capacity of sugar and ethanol at each of our locations as of December 31, 2025:
 
Nominal Storage Capacity Cluster UMA Total
Ethanol (cubic meters) 240,000 16,500 256,500
Sugar (tons) 110,000 28,000 138,000

Fertilizers Business
Fertilizers
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Fertilizers play an important role in increasing agricultural productivity and supporting food supply. They are also essential for replenishing soil nutrients that are depleted through crop growth. When applied in accordance with agronomic management practices, fertilizers support soil health, plant nutrition and crop yields.
Fertilizers are generally classified according to the primary nutrient they supply to the soil: nitrogen (N), phosphorus (P) and potassium (K). Among these, nitrogen fertilizers are the most widely used, and urea is the most commonly used nitrogen fertilizer due to its high nitrogen content.
Global urea production is approximately 200 million tons, with the three largest producing countries, China, India and Russia, accounting for approximately 55% of total output. Approximately 30% of global production is traded, with the main exporting regions including the Middle East (Iran, Qatar, Saudi Arabia, Oman, the United Arab Emirates and Bahrain), Eastern Europe (Russia, Turkmenistan and Belarus), and Africa (Egypt, Nigeria and Algeria), where producers benefit from access to competitively priced natural gas, the primary input for urea production. Countries with large agricultural sectors, such as India, Brazil and the United States, are the principal importers of urea.
In Argentina, fertilizers play a key role in supporting crops such as corn, wheat and barley. Annual consumption ranges between 5.0 and 5.7 million tons, of which approximately 50% to 60% are nitrogen‑based fertilizers, and approximately 80% of those are urea (approximately 2.0 to 2.5 million tons). Granular urea is the primary fertilizer used for crops, providing nitrogen, a key nutrient for the development of above-ground biomass.
Production Process
The production of granular urea requires three primary inputs: water, natural gas and air. The reactants to produce urea are ammonia and carbon dioxide. In the ammonia production process, natural gas is introduced into a furnace together with steam generated in boilers, where it undergoes an endothermic catalytic reaction that converts the natural gas (primarily methane) into processed gas in the primary Reformer. Thereafter, the gases are combusted with pressurized air at temperatures of up to 960°C and are further reformed to produce, among other components, carbon dioxide and hydrogen. The hydrogen is then combined with nitrogen obtained from the air in a catalytic reactor, to produce gaseous ammonia, which is subsequently liquefied and stored at a pressure close to atmospheric pressure at approximately –33°C. The majority of this liquid ammonia is used to produce urea, while the remainder is marketed for various applications, including refrigeration and as a raw material for the cosmetics and cleaning industries.
The liquid ammonia used for urea production is combined with carbon dioxide in a reactor, where urea begins to form in solution. The solution is then concentrated through water removal processes until it becomes a liquid urea stream (97% concentration), which is sent to the granulation units, where residual moisture is removed under vacuum conditions and urea granules are formed. This production process operates continuously, 24 hours a day, 365 days a year.
Industrial Assets & Gas Supply
Our fertilizer plant is located in Ingeniero White, in the city of Bahía Blanca, Province of Buenos Aires, Argentina. The complex has a nominal production capacity of 2,360 tons of ammonia and 3,950 tons of granular urea per day, corresponding to an installed sustainable capacity of 790 thousand tons of ammonia and 1.3 million tons of urea annually. The complex also includes a utilities area that supplies cooling water, compressed air, nitrogen and demineralized and industrial water. The site includes a dedicated dock capable of receiving vessels with significant length and draft, road and rail connections to key agricultural regions, and storage facilities with capacity for 150,000 tons of granular urea and 20,000 tons of ammonia. The plant also includes an external facility for the dispatch, blending and bagging of fertilizers.
The plant consumes approximately 2.5 million cubic meters per day of natural gas (equivalent to approximately 33 million MMBtu per year), sourced from the San Jorge Gulf, Austral and Neuquén basins. Natural gas supply and transportation are fully contracted at fixed prices with major upstream producers and pipeline operators, which mitigates volumetric risk. These contracts include take‑or‑pay provisions that secure gas prices for contracted volumes, while providing limited flexibility to purchase gas in the spot market when prices are favorable.
Commercialization
As Argentina is a net importer of urea, substantially all of our production is sold domestically. Prices are generally determined based on import parity, reflecting the country of origin and the costs associated with transportation and entry into Argentina. Our principal competition consists of imported urea sourced from countries such as Nigeria, Algeria, Egypt, countries in the Arabian Gulf, Venezuela, Bolivia and Russia.
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Given the characteristics of the market, most sales are executed through purchase spot orders. Fertilizer sales are primarily conducted through a large-account channel (representing approximately 86% of sales, corresponding to our eight largest customers) and a network of wholesale distributors (approximately 12%), which in turn sell to end customers. In addition, when product availability permits, we export limited volumes, primarily to Brazil, Uruguay and Chile.
Although our sales are conducted year-round, they are subject to seasonality associated with fertilizer application periods for crops in Argentina, particularly wheat and corn. Activity typically increases from May through year‑end, with the second half of the year accounting for approximately 60% to 65% of total sale and peak activity occurring between August and November.
Storage and Conditioning
In addition to the storage capacity available at our fertilizer plant, we operate three logistics and storage dispatch centers strategically located near Argentina’s key agricultural production regions: Puerto General San Martín, San Nicolás and Necochea.
Puerto General San Martín: Located in the Province of Santa Fe, Argentina, with storage capacity of approximately 200,000 tons of solid fertilizers. The terminal is situated in a key agricultural hub and serves as an important logistics facility.
San Nicolás: Located in the city of San Nicolás de los Arroyos, Province of Buenos Aires, Argentina. The terminal includes three domes (semi‑spherical silos) and one cell, with storage capacity of approximately 75,000 tons of solid fertilizers, as well as two tanks with capacity to store approximately 35,000 tons of liquid fertilizers. The facility receives urea produced in Bahía Blanca, as well as other fertilizers, by vessel, which are subsequently blended, bagged and dispatched by truck throughout the country.
Necochea: Located in the southern region of the Province of Buenos Aires, Argentina. This terminal has storage and dispatch capacity of approximately 70,000 tons of solid fertilizers.
Farming Business
Our Farming business is divided into three main reportable operating segments: Crops, Rice and Dairy.
Crops Segment
Our agricultural production is mainly based on planting, growing and harvesting crops. During the 2024/2025 harvest-year, we planted and harvested crops and forage on approximately 252,141 hectares, including our owned land, leased land and second harvest areas. In mid-2025, we began planting crops pertaining to the 2025/2026 harvest-year with a total planted area of 180,162 hectares (excluding forage). Our main products include soybean, corn, wheat, peanut, sunflower and cotton.
Our crop production process is directly linked to the geo-climatic conditions of our farms and our crop cycles, which define the periods for planting and harvesting our various products. Our crop diversification and the location of our farms in various regions of Argentina and Uruguay enable us to implement an efficient planting and harvesting system throughout the year, which includes second harvests in many cases. Our production process begins with the planting of each crop. After harvesting, crops may go through a processing phase where the grains or seeds are cleaned and dried to reach the required market standards.
The following table sets forth, for the harvest-years indicated, the planted areas for our main products:
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  Harvest Year
2024/2025
2023/2024
2022/2023
Planted Area (in hectares)
Soybean (1) 92,446  88,681  81,770 
Corn (2) 46,883  59,591  41,411 
Wheat (3) 47,820  28,142  35,789 
Sunflower 12,609  10,832  18,131 
Cotton 4,890  5,199  10,075 
Peanut 25,352  24,282  19,813 
Forage (4) 11,599  14,363  13,650 
Others (5) 10,542  3,698  2,657 
Total 252,141  234,788  223,296 
________________________________________________________________________________________________
(1) Includes soybean first crop and second crop planted area.
(2) Includes corn first crop and second crop planted area as well as sorghum.
(3) Includes barley crop.
(4) Forage includes corn silage, wheat silage and sorghum used for feeding cattle in our dairy operation.
(5) Includes beans, chia and sesame.
The following table sets forth, for the harvest-years indicated, the production volumes for our main products:
  Harvest Year
  2024/2025 2023/2024 2022/2023 2021/2022
Production(1)
 (in tons)
Soybeans (2)
 230,439  234,064  123,827  177,963 
Corn
 265,511  310,497  192,615  342,621 
Wheat 118,371  88,207  83,290  137,953 
Sunflower
 26,480  18,500  32,565  39,054 
Cotton lint
 2,238  2,207  6,224  4,262 
Peanut
 83,406  87,586  39,306  62,433 
Others
 5,895  2,453  6,028  5,238 
Total
 732,340  743,514  483,855  769,524 
________________________________________________________________________________________________
(1) Crop production does not include 336,000 tons, 320,839 tons, 288,137 tons and 314,000 tons of forage produced in the 2024/2025, 2023/2024, 2022/2023 and 2021/2022 harvest-years, respectively.
(2) Does not include the soybean planted in Brazil in 2024/2025, 2023/2024, 2022/2023 and 2021/2022 as cover crop during the implementation of the agricultural technique known as meiosis. Revenues corresponding to the sale of this product are booked in the Sugar, Ethanol and Energy segment.
 
Soybeans
Soybeans are an annual legume widely grown due to their high content of protein (40%) and oil (20%). The world’s top producers of soybeans currently are the United States, Brazil, Argentina, China and India. About 85% of the world’s soybeans are processed, or “crushed,” annually into soybean meal and oil. Approximately, 98% of soybean meal is further processed into animal feed, with the balance used to make soy flour and proteins. Of the oil content, 85% is consumed as edible oil and the rest is used for industrial products such as fatty acids, soaps and biodiesel.
Our soybean crop is sold to local companies and is ultimately exported or diverted to the crushing industry. A portion of our soybean crop is hedged pre-harvest, by forward sales and sales in the futures markets. Harvest and post-harvest sales are a function of the export market versus local premiums paid by crushers (oil, meal and biodiesel) and logistics considerations. Our eleven largest customers accounted for approximately 75% of our soybean sales for the year ended December 31, 2025.
Soybeans comprised 5.2%, 4.5% and 3.9% of our total consolidated revenues in 2025, 2024 and 2023, respectively.

Corn
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Corn is a cereal grown around the world and is one of the world’s most widely consumed foods. The main component of corn grain is starch (72% to 73% of grain weight), followed by proteins (8% to 11%). Corn grain is directly used for food and animal feed (beef, swine and poultry meat production and dairy). Corn is also processed to make food and feed ingredients (such as high fructose corn syrup, cornstarch and lysine), or industrial products such as ethanol and polylactic acid (PLA). Oil, flour and sugar are also extracted from corn, with several uses in the food, medicine and cosmetic industries. Additionally, there are specific corn types used for direct human consumption such as popcorn and sweet corn.
Our corn production is mainly destined to the export market. Our eight largest customers comprised approximately 71% of our corn sales for the year ended December 31, 2025.
Corn comprised 3.4%, 3.5% and 2.7% of our total consolidated revenues in 2025, 2024 and 2023, respectively.

Wheat
Wheat is the world’s largest cereal-grass crop. Unlike other cereals, wheat grain contains a high amount of gluten, the protein that provides the elasticity necessary for excellent bread making. Although most wheat is grown for human consumption, other industries use small quantities to produce starch, paste, malt, dextrose, gluten, alcohol, and other products. Inferior and surplus wheat and various milling by-products are used for livestock feed.
Our wheat production is mainly destined to the export market, but may also be sold locally to mills that produce flour for the food industry. Quality segregation allows us to negotiate premiums with the millers and the export market. Brazil is the main importer of Argentine wheat. Our seven largest customers comprised approximately 74% of our wheat sales for the year ended December 31, 2025.
Wheat comprised 1.7%, 1.5% and 1.2% of our total consolidated revenues in 2025, 2024 and 2023, respectively.
Sunflower
There are two types of sunflower, the most important of which in terms of volume is the oilseed sunflower, which is primarily grown for the oil extracted from the seed. Sunflower oil is considered one of the top three oils for human consumption, due to its high oil content (39-49%) and its oil composition (90% of oleic and linoleic oil). The other type of sunflower is the confectionary sunflower, which is used for direct human consumption. Sunflower seeds are an exceptional source of vitamin E, omega-6 fatty acids, dietary fiber and minerals. We grow both types of sunflower.
Since early 2019, we have been operating a sunflower processing facility located in Buenos Aires province, Argentina. This enables us to control processing activities and develop direct and long-term relationships with different customers around the world.
Our sunflower production from Argentina is sold to local companies. Our five largest customers comprised 79% of our sunflower sales for the year ended December 31, 2025.
Sunflower comprised 0.9%, 0.7% and 1.5% of our total consolidated revenues in 2025, 2024 and 2023, respectively.

Peanut
Peanut is a summer legume that has its harvesting process divided in two stages: (1) digging, which implies loosening the plant, cutting the taproot and inverting the plant; and (2) combining, which means separating the pods from the vines. Planting activities begin in October and approximately 150 days after planting, digging activities take place. In Argentina, all peanuts grown are highly oleic. Córdoba province is Argentina’s largest peanut production area due to its optimal agro-climatic conditions, which have led many processing industries to install there, including ours.
Argentina is positioned among the most important players in the production and export of peanuts, with high technological levels in terms of production as well as processing. Argentina exports more than 90% of the peanuts it produces and its main market is the E.U., followed by Latin America, Northern Africa and Asia. Its main competitors are the United States, Brazil and China.
Since early 2019, we own and operate a peanut processing facility equipped with cutting-edge technology. This vertical integration is in line with our strategy to grow our peanut business as it enables us to control processing activities and develop direct and long-term relationships with different customers around the world.
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Approximately 95% of our peanut production is exported. Our ten largest customers comprised approximately 82% of our peanut sales for the year ended December 31, 2025.
Peanut comprised 4.2%, 3.9% and 5.2% of our total consolidated revenues in 2025, 2024 and 2023, respectively.
Cotton
We typically make pre-harvest sales of cotton fiber produced in Argentina into the export market. Sales for the textile industry are based on domestic demand and premiums. Our three largest customers comprised approximately 81% of our cotton sales for the year ended December 31, 2025. Cotton seed is sold in the domestic market to meet feed demand.
Cotton comprised 0.4%, 0.2% and 0.9% of our total consolidated revenues in 2025, 2024 and 2023, respectively.
Forages
We are engaged in the production of forage in Argentina, including corn silage, wheat silage and sorghum silage. We use forage as cow feed in our dairy operation. During the 2024/2025 harvest-year, we planted 11,599 hectares of forage and produced 336,000 tons of forage.
Grain Prices
In Argentina, grain prices are based on the market prices quoted on Argentine grain exchanges, such as the Buenos Aires Grain Exchange (Bolsa de Cereales de Buenos Aires) and the Rosario Grain Exchange (Bolsa de Cereales de Rosario), which use as a reference the prevailing prices in international grain exchanges (including CBOT and ICE-NY). In Uruguay, local prices are based on an export parity (during harvest) or import parity in the case of post-harvest sales, which, in each case, take into account the prices and costs associated with each market. Prices are quoted in relation to the month of delivery and the port in which the product is to be delivered. Different conditions in price, such as terms of storage and shipment, are negotiated between us and the end buyer. We negotiate sales with the top traders and industrial companies in our markets. We also engage in hedging positions by buying and selling futures and options in commodities exchanges, including the Chicago Board of Trade, the New York Board of Trade, the B3, and the Mercado a Término de Buenos Aires (MATBA).

The following tables below set forth, for the years indicated, the sales breakdown and the associated hyperinflation adjustment of our main Crops products:
  Year Ended December 31,
  2025 2024 2023
Sales (In thousands of US$)
Soybeans (1) 74,218  68,791  51,096 
Corn (2) 48,866  53,556  35,464 
Wheat (3)
 23,611  23,305  15,968 
Sunflower 13,308  10,203  19,812 
Peanut 60,381  59,602  67,072 
Other crops (4) 27,132  20,671  27,500 
Adjustments (5) (5,929) 13,068  (50,659)
Total 241,587  249,196  166,253 
________________________________________________________________________________________________

(1) Does not include revenue corresponding to the sale of soybean planted in Brazil in 2024/2025, 2023/2024 and 2022/2023 as cover crop during the implementation of the agricultural technique known as meiosis. Revenues corresponding to the sale of this product are booked in the Sugar, Ethanol and Energy segment.
(2) Includes sorghum.
(3) Includes barley.    
(4) Includes cotton, other crops and farming services. Includes sale of certifications related to RTRS soybean (Round Table on Responsible Soy Association) and sales related to our cattle activities.
(5) Refers to the accumulated adjustment of hyperinflation in the accounting translation for our Crops segment sales.

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Hyperinflation Adjustments
 Year Ended December 31,
  2025 2024 2023
Sales (In thousands of US$)
Soybeans
 (1,979) 4,207  (18,038)
Corn
 (1,970) 3,599  (12,612)
Wheat
 (592) 2,454  (5,158)
Sunflower (414) 566  (4,416)
Peanut (434) 248  (3,426)
Other crops
 (540) 1,994  (7,009)
Total (5,929) 13,068  (50,659)

Crops Storage and Conditioning
Our storage and conditioning facilities allow us to condition, store and deliver our products with no third-party involvement. All our crop storage facilities are located close to our farms, allowing us to (i) reduce storage and conditioning costs; (ii) reduce freight costs since we only commence moving the product once the final destination is determined, whether locally or to a port; (iii) capitalize on fluctuations in the prices of commodities; and (iv) improve commercial performance by mixing grains to avoid discounts due to substandard quality.
We own two conditioning and storage facilities for grains and oilseeds, with a total built storage capacity of 37,000 tons. One of our facilities has a capacity of 12,500 tons and is located in the province of Santa Fe, Argentina, in the town of Christophersen. It has a railway loading terminal, providing logistical flexibility and savings. Our other facility has a capacity of 24,500 tons and is located in Buenos Aires province close to Bahía Blanca’s deep water port.
We also use silo bags to increase our storage capacity at a low cost. Silo bags are an efficient low-cost method for grain storage. As crops are harvested, they are placed inside large polyethylene bags that can be left in the fields for approximately 12 months without damaging the grain. Each silo bag can hold up to 180 to 200 tons of product, depending on the type of grain.
In addition, our peanut processing facility has the capacity to store 10,000 tons of finished product (and 67,000 of in-shell product), while our sunflower processing facility has the capacity to store 13,200 tons of sunflower, out of which 10 thousand tons are stored in leased silo bags. By the end of September 2024, we experienced a fire event in one of our peanut storage cells. This event was fully covered under our insurance policy and thereby the damaged storage cell has been repaired. We consider that such event did not materially affect our business as a whole.
The table below sets forth our drying and storage capacity as of December 31, 2025:
Drying & Storage Capacity Nominal
Total Drying Capacity (tons/day)(1)
 9,925
Total Storage Capacity (tons)(2)
 60,200
 (1) Includes the drying capacity corresponding to our two grain conditioning and storage facilities, our peanut processing facility and our sunflower processing facility.
(2) Includes 37,000 tons corresponding to our two conditioning and storage facilities, 10,000 tons to our peanut facility and 13,200 tons to our sunflower facility.
The tables below set forth our processing capacity in our peanut and sunflower facilities as of December 31, 2025:

Sunflower Processing Facility Nominal
Confectionary Sunflower (tons/year) 20,000
Bakery Sunflower (tons/year) 20,000

Peanut Processing Facility Nominal
Shelling (tons/year) 80,000
Blanching (tons/year) 36,000

Rice Segment
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Rice is the main food staple for about half of the world’s population. Although it is cultivated in over 100 countries and on almost every continent, 90% of the world’s rice is grown and consumed in Asia. Globally, rice is the most important crop in terms of its contribution to human diets and production value. There are three main types of rice: short grain, medium grain and long grain. Each one has a different taste and texture. We produce long grain rice and Carolina double rice, a variety of medium grain rice.
We conduct our vertically integrated rice operations in the northeast of Argentina and in the southeast of Uruguay, which are one of the most efficient locations in the world for producing rice at a low cost. This is a result of optimal natural agronomic conditions, including plentiful sunlight, abundant availability of water for low cost irrigation and large quantities of land. On the other hand, the production of rice in Uruguay is based on sourcing from third-party producers, with whom industry participants have long-term relationships and who many times finance their activities. The price paid for paddy rice is annually set forth by agreements between farmers and industry participants. Those agreements establish fixed margins for the industry and take into account average export prices. Given that sales price plays a key role in determining the cost of paddy rice, participants agree on offering similar prices and achieve synergies in sharing freight costs.
Rice Seed Production
We own a rice seed facility in Argentina, we are involved in the genetic development of new rice varieties adapted to local conditions to increase rice productivity and quality, to improve both farm production as well as the manufacturing process. In connection with these efforts, we have entered into agreements with selected research and development institutions such as the National Institute of Agricultural Technology (Instituto Nacional de Tecnología Agropecuaria, or “INTA”) in Argentina, the Instituto Riograndense do Arroz in Brazil, the Híbridos de Arroz para América Latina in Colombia, the Latin American Fund for Irrigated Rice (Fondo Latinoamericano para Arroz de Riego) in Colombia, the Santa Catarina State Agricultural Research and Rural Extension Agency (Empresa de pesquisa Agropecuária e Extensão Rural de Santa Catarina) in Brazil, Badische Anilin- und Soda-Fabrik (“BASF”) in Germany, Louisiana State University in United States, Bioherius in Argentina, Transactiva in Italy and the Universidad Nacional del Nordeste in Argentina.
Our own technical team is continuously testing and developing new rice varieties. We have developed the following rice seed varieties: Ita Caabo 105 (2008); Ita Caabo 110 (2011), Ita Caabo 107 (2014), Ita Caabo 111 FL (2021) and Ita Caabo 109 (2022). In 2025, we released Ita Caabo 360 CL, a long-grain white rice variety with Clearfield® technology, as well as Ita Caabo 754 FL, our first medium-grain rice variety developed in our seed unit. These seeds are used at our farms and sold to rice farmers in Argentina, Brazil, Uruguay and Paraguay.
Rice Planting/Harvesting Activities
Rice production cycle lasts approximately five to six months, from September to April of the following year. Rice planting occurs from September until November, followed by treatment of the rice, which lasts approximately three months, until January. Our harvest begins in February and lasts until April.
The following table sets forth, for the harvest-years indicated, the total number of rice-planted hectares we owned and leased, as well as the overall rough rice we produced: 
  Harvest Year
Rice Product Area and Production 2024/2025 2023/2024 2022/2023 2021/2022
Owned planted area (hectares) 40,926  40,560  39,817  43,013 
Leased planted area (hectares) 23,512  17,892  15,831  17,844 
Total rice planted (hectares) 64,438  58,452  55,648  60,857 
Rough rice production (tons)
513,885  357,980  354,128  416,735 
We grow rice in four farms owned by us, which are located in Argentina, whereas the rest is through leased farms located in Argentina and in Uruguay. In the 2024/2025 harvest-year, we have planted 64,438 hectares of rice and produced 513,885 tons of rice.
Rice Production Process
We process our rice production, as well as from third-parties, in our four rice mills in Argentina and two rice mills in Uruguay. At the mill, we clean the rice to remove all impurities. We then put it through a dryer to remove excess moisture from the grains. Proper drying results in increased storage life, prevents deterioration in quality and leads to optimum milling. Once dried, the rice grain, now known as rough rice or paddy rice, is ready for storage. We store rice in elevators or in silo bags until milling. During the milling process, the rough rice goes through a dehusking machine that removes the husk from the kernel. The rice that is obtained after this process is known as brown rice and is ready for human consumption. Brown rice becomes white rice after it is polished to remove the excess bran.
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The main objective of the milling process is to remove the husk and the bran, preserving the quality of the whole grain. Although the process is highly automated and uses advanced technology, some rice grains are broken in the process. The percentage of broken rice depends on a number of factors such as the crop development cycle at the farm, the variety of the grain, the handling and the industrial process. Average processing of rough rice results in 58.5% white rice, 13.0% broken rice, 20.0% rice husk and 8.5% bran rice, which is sold for use as cattle feed or floor bedding in the poultry business. The following table sets forth, for the years indicated, the total volume of rice processed (both from own and third party production):
  Year Ended December 31,
  2024 2023 2022
Processed Rice Production (in tons)
Rough rice processed — own 357,562  327,529  290,454 
Rough rice processed — third party 109,234  100,400  100,626 
Total rough rice processed 466,796  427,929  391,080 
 
Our rice mills account for 284,500 tons of total storage capacity. Moreover, we have three additional conditioning facilities for rice handling, with a total storage capacity of 60,000 tons. The following table sets forth the drying, processing and storage capacity of our Rice segment as of December 31, 2025:

Drying, Processing & Storage Capacity Nominal
Total Drying Capacity (tons/year) 699,000
Total Processing Capacity (tons/year)(1)
 494,760
Total Storage Capacity (tons) 344,500
(1) Expressed in white rice equivalent.

Rice Revenue
Rough rice is available for sale commencing after the harvest of each year. White rice availability is based on our milling capacity. From the total revenue, 72% is sold to the export market, with the remainder sold in Argentina, mostly in the retail market. Within exports, our main destinations were Puerto Rico, Spain, Turkey and Brazil, among other destinations. 20% of our rice sells are carried out in the Argentine retail market through five brands, which collectively have a 19.7% market share. Local rice prices are driven by regional supply demand and other world export prices. Our ten largest customers for rice in the retail market accounted for approximately 55% of our domestic rice sales in Argentina for the year ended December 31, 2025.
Rice comprised 15.0%, 17.1% and 17.7% of our total consolidated revenues in 2025, 2024 and 2023, respectively. The table below sets forth our revenue of processed rice for the years indicated:

  Year Ended December 31,
  2025 2024 2023
Processed Rice Revenue
 (in thousands of $)
Total revenue
 214,216  260,440  230,192 
Dairy Segment
We conduct our dairy business in our farms located in the Argentine Humid Pampas region. This region is one of the best places in the world for producing raw milk at a low cost, due to the availability of grains and forages produced efficiently and at low cost, and due to the favorable weather for cow comfort and productivity.
Our dairy operation consists of four free-stall dairy facilities, operating at full capacity, with an average occupancy of 14,424 dairy cows in 2025, and delivering high productivity levels above 37.5 liters of milk/cow/day. We believe our free-stall dairy facilities are a unique opportunity to leverage Argentina’s competitive advantages in transforming vegetable protein into milk protein, our operational expertise, and the positive outlook for global and local milk prices.
In addition, we own two facilities where we process our raw milk, as well as third parties’ milk, and we sell our products to the domestic and export markets.
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The following table sets forth, for the periods indicated below, the total number of our dairy cows, average daily milk production per cow and our total milk production at the farm level:
 
  Year Ended December 31,
Dairy Herd & Production 2025 2024 2023
Average dairy cows (1)
 14,424  14,478  14,509 
Average daily production (liters per cow) (1)
 37.5  37.6  37.7 
Total production (thousands of liters) 197,412  199,096  199,913 
(1) Annual average.

Dairy Production Process
Each cow in our dairy herd is mechanically milked three times a day. The milk obtained is cooled to less than four degrees centigrade in order to preserve its quality and is directly loaded to trucks, which results in increased quality and lower costs. Milk is delivered mainly to our processing facilities and the balance is sold to large third-party milk processing facilities on a daily basis by tank trucks. We feed our dairy cows mainly with corn and alfalfa silages, some grass and corn grain, supplemented as needed with soybean by-products, hay, vitamins and minerals.
We have invested in technology to improve the genetics of our cows, animal health and feeding in order to enhance our milk production. These investments include top quality imported semen from genetically improved North American Holstein bulls, agricultural machinery and devices, use of dietary supplements and modern equipment to control individual milk production and cooling. Our feeding program is focused on high conversion of feed into milk, while maintaining cows in good health and comfort. We have also invested in technology and know-how so as to increase our forage production and utilization.
Implementation of the free-stall system allows us to position ourselves as a key player in the dairy industry and boost our agricultural and industrial integration presence in the South American agricultural sector. Cow productivity (measured in liters of milk produced per day) using the free-stall system increases by up to 40% compared to traditional grazing systems. These productivity gains are achieved because the free-stall system significantly improves the conversion rate of animal feed to milk, resulting in the production of 1.4 liters of milk for each kilogram of animal feed, as compared to the average of one liter of milk for each kilogram of feed associated with the usual grazing model.
This increased productivity and conversion rate are primarily due to improved cow comfort and an enhanced diet quality. We assess cow comfort through the engagement of expert consultants, who recommended designing beds covered with sand. The sand plays a significant role in helping cows to rest comfortably. Additionally, we installed a cooling system to increase cow comfort as well. This system relies on water sprinklers and ventilation fans located all over the facility to create a controlled, cool atmosphere, which improves cow comfort as the Holstein herd is originally adapted to cold regions. Additionally, we manage diet quality by adapting our feeding regime based on the various feeding stages in the lifetime of each cow. The actual feeding is fully mechanized, and we carefully control the harvesting and storage of feed. The control of all productivity variables, such as reproduction, health and operations, supports efficiency gains through standardized processes. Finally, the physical concentration of the animals facilitates efficient overall management of the Dairy business as a whole. In terms of the environment, the free-stall model allows for better effluent treatment, which includes a sand-manure separator stage, a decantation pool and an anaerobic lagoon. All these processes help to decrease the organic matter content of the effluent and deliver a cleaner output. The final treated effluent is used to fertilize crops adjacent to the dairy operation. Accordingly, we transform dairy waste into a high value-added by-product, which reduces fertilizer usage.
On November 3, 2017, we began generating and delivering 1.4 MW of electricity to the local power grid from our first biodigester. Furthermore, in October 2023 we completed the construction of our second biodigester with 2 MW of installed capacity, which later in December 2023 started generating and delivering electricity to the local power grid. These two facilities generate electricity by burning biogas extracted from effluents produced by our dairy cattle. In addition to increasing revenues and securing our energy requirements, this facility enhances the sustainability of our free-stall dairy operation by reducing greenhouse gas emissions, improving the management of effluents and concentrating valuable nutrients, which are applied back to the fields.

Dairy Processing
We own two milk processing facilities acquired from SanCor Cooperativas Unidas Limitadas in February 2019, in addition to the Las Tres Niñas and Angelita trademarks, both of which are well-known in Argentina. Our milk facilities produce UHT milk and cream, powdered milk, and semi-hard cheese, among others; have a total installed volume capacity of 2.1 million liters per day and an installed processing capacity of over 1.7 million liters of raw milk per day.
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To account for the difference between total installed capacity and actual utilization, we must account for the efficiency rate of our machines, maintenance works, number of working days and number of personnel shifts, among other variables. In 2025, we processed 411.7 million liters of raw milk in aggregate.
Our Chivilcoy industrial facility is located in the city of Chivilcoy, in the province of Buenos Aires, and is primarily focused on fluid milk production for the domestic market. It has an installed processing capacity of 700 thousand liters per day and an installed milk reception capacity of 900 thousand liters per day. The facility has an installed processing capacity of 600 thousand liters of UHT milk and 100 thousand liters of cream, cocoa flavored milk and yogurt-based dairy product. In 2025, we processed 201.7 million liters of raw milk at the Chivilcoy facility. Furthermore, we invested throughout the year in the construction of a new warehouse for our finished products to improve our sales flexibility and storage capacity as we expand our product portfolio and our presence in the retail market.
Our Morteros industrial facility is located in the city of Morteros, in the province of Córdoba, and produces powdered milk and semi-hard cheese primarily for the export market. Morteros plant has an installed processing capacity of 980 thousand liters per day (650 thousand liters for powdered milk and 330 thousand liters for cheese), and it has an installed milk reception capacity of 1.2 million liters per day. In 2025, we processed 206.5 million liters of raw milk at the Morteros facility. The following table sets forth, for the years indicated, the total volume of raw milk processed at each of our facilities:
  Year Ended December 31
Dairy Processed Volumes 2025 2024 2023
  Thousand liters of raw milk
Chivilcoy 201,748  159,224  147,472 
Morteros 206,541  195,233  204,282 
Total Milk Processed(1)
 408,289  354,457  351,754 
(1) Does not include 3.4 million liters that were processed by third-parties as toll services.
The tables below set forth our processing capacity in dairy facilities as of December 31, 2025:
Chivilcoy Facility Nominal
Reception Capacity (thousand liters/day) 900
Processing Capacity (thousand liters/day) 700
Storage Capacity (thousand liters)(1)
 7,100
Morteros Facility Nominal
Reception Capacity (thousand liters/day) 1,200
Processing Capacity (thousand liters/day) 980
Storage Capacity (thousand liters) (1)
 30,800
(1) Morteros facility accounts for 30.8 million liters of fluid milk (equivalent to 2,500 tons of powdered milk and 1,000 tons of cheese), while Chivilcoy accounts for 7.1 million liters of fluid milk.

Dairy Revenue
In 2025, 92% of our raw milk production was destined to our processing facilities, while the majority of the balance was sold to five dairy producers. We negotiate the price of raw milk on a monthly basis in accordance with domestic supply and demand. The price of the milk we sell is mainly based on the percentage of fat and protein that it contains and the temperature at which it is cooled. The price of milk also rises or falls based on the content of bacteria and somatic cells. We are one of the top 10 dairy processors in Argentina, considering our free-stall production of almost 550,000 liters per day and the raw milk we source from 158 farmers (152 in Morteros and 6 in Chivilcoy).
As of December 31, 2025, 22% of our Dairy sales were destined to the export market, with the remainder being sold in Argentina. Within exports, our main destinations include Brazil, Algeria and Chile, among others. Our sales in the Argentine retail market accounted for 59% of the segment’s sales in 2025, which are done through our three trademarks and private labels, which collectively have a 22% market share. Our ten largest costumers for the retail market accounted for approximately 60% of the retail net sales.
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The balance of our Dairy sales (19%) includes the raw milk produced in our free stalls and sold to other dairy producers, the sale of the electricity produced by our biodigesters, as well as tolling services provided to third parties.
Dairy comprised 20%, 20% and 14% of our total consolidated revenues in 2025, 2024 and 2023, respectively. The table below sets forth our total diary sales for the years indicated:

  Year Ended December 31
Dairy Revene
 2025 2024 2023
  (In thousands of $)
Revenue
 283,916  301,317  180,119 
Our Approach to Land Transformation
We believe we are one of the most active players in the land business in South America. We acquire farmland that we believe is undeveloped or underutilized. By implementing cutting-edge production technology and agricultural best practices, we render this land suitable for more productive uses, enhance yields and increase its overall value. We seek to promote environmentally responsible agricultural production and a balance between production and ecosystem preservation. We do not operate in heavily wooded areas or wetland areas. Moreover, from time to time, we seek to recycle our capital by selling a portion of our fully developed farms. This allows us to monetize capital gains generated by our land transformation activities and allocate our capital to acquire land with higher transformation potential or to deploy it in other businesses, thereby enhancing return on invested capital. Since our inception, we have successfully identified multiple opportunities for the acquisition of undeveloped or undermanaged farmland with high potential for transformation.

The following table sets forth our acquisitions and divestitures since our inception:
  Acquisition Divestitures Total Land Holdings
Year Ended December 31, (in hectares)
2002 74,898  —  74,898 
2003 —  —  74,898 
2004 34,659  —  109,557 
2005 22,262  —  131,819 
2006 5,759  3,507  134,071 
2007 113,197  8,714  239,274 
2008 43,783  4,857  278,200 
2009 —  5,005  273,195 
2010 14,755  5,086  282,864 
2011 12,992  2,439  293,417 
2012 —  9,475  283,942 
2013 —  14,176  269,766 
2014 —  12,887  257,036 
2015 —  10,905  246,139 
2016 —  —  246,139 
2017 —  —  246,139 
2018 —  14,427  231,712 
2019 —  6,082  225,630 
2020 —  5,444  220,186 
2021 —  336(*) 219,850 
2022 —  —  219,850 
2023 —  6,302  213,548 
2024 —  3,177  210,371 
2025 —  —  210,371 
(*) 336 hectares of industrial parks in Brazil were excluded from the calculation, although not technically divested.

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Property, Plant and Equipment

Our Farms
 The table below sets forth the name, location, size and current use of our owned farms:
Farm State, Country Gross Size
(Hectares)		 Current Use
Las Horquetas Buenos Aires, Argentina 2,086  Grains & Cattle
San Carlos Buenos Aires, Argentina 4,215  Grains
La Carolina(1)
 Santa Fe, Argentina 4,306  Grains & Cattle
El Orden(1)
 Santa Fe, Argentina 3,506  Grains & Cattle
La Rosa Santa Fe, Argentina 4,087  Grains & Cattle
San Joaquín Santa Fe, Argentina 37,273  Rice, Grains & Cattle
Carmen Santa Fe, Argentina 10,021  Grains
Abolengo Santa Fe, Argentina 6,662  Grains
Santa Lucia Santiago del Estero, Argentina 17,495  Grains & Cattle
El Colorado Santiago del Estero, Argentina 4,960  Grains
La Guarida (2)
 Santiago del Estero, Argentina 7,880  Grains & Cattle
La Garrucha (2)
 Salta, Argentina 1,839  Grains
Los Guayacanes (2)
 Salta, Argentina 3,693  Grains
Ombú Formosa, Argentina 18,321  Grains & Cattle
Oscuro Corrientes, Argentina 33,429  Rice, Grains & Cattle
Itá Caabó Corrientes, Argentina 22,888  Rice, Grains & Cattle
Doña Marina Corrientes, Argentina 14,755  Rice
Bela Manhã Mato Grosso do Sul, Brazil 381  Sugarcane
Ouro Verde Mato Grosso do Sul, Brazil 679  Sugarcane
Don Fabrício Mato Grosso do Sul, Brazil 3,302  Sugarcane
Takuarê Mato Grosso do Sul, Brazil 298  Sugarcane
Agua Branca Mato Grosso do Sul, Brazil 1,614  Sugarcane
Nossa Senhora Aparecida Mato Grosso do Sul, Brazil 540  Sugarcane
Sapálio Mato Grosso do Sul, Brazil 6,140  Sugarcane
Total   210,371   
(1) In December 2015, we completed the sale of a 49% interest in Global Acamante S.L.U, Global Calidon S.L.U, Global Carelio S.L.U, and Global Mirabilis S.L.U, whose main underlying assets are El Orden and La Carolina farms.
(2) In June 2014, we completed the sale of a 49.0% interest in Global Anceo S.L.U and Global Hisingen S.L.U, two Spanish subsidiaries that owned the La Guarida, La Garrucha and Los Guayacanes farms.

A substantial portion of our assets consists of rural real estate. The agricultural real estate market in Brazil, Argentina and Uruguay is particularly characterized by volatility and illiquidity. As a result, we may experience difficulties in immediately adjusting our portfolio of rural properties in response to any alterations in the economic or business environments. The volatility of the local market could affect our ability to sell and receive the proceeds from such sales, which could give rise to a material adverse effect on our business, results of operations and financial condition. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industries—A substantial portion of our assets is farmland that is highly illiquid.”
Appraisal of Farms. In September 2025, to assess the market value of rural properties in Brazil and Argentina, we requested an appraisal by Cushman & Wakefield Argentina S.A., an independent real estate valuation firm with experience in the agricultural industry and the local real estate market. As part of these appraisals, the value of each of our properties was determined using the sales comparison approach taking into account current offerings and prices buyers had recently paid for comparable sites, adjusted for the differences between comparable properties and the subject property to arrive at an estimate of the value.
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The major elements of comparison used to value the properties included the property rights conveyed, the financial terms incorporated into the transaction, the conditions or motivations surrounding the sale, changes in market conditions since the sale, the location of the real estate and the physical characteristics of the property.
These valuations assumed good and marketable title to subject properties, which were assumed to be free and clear of all liens and encumbrances. The valuation did not include site measurements and no surveys of the subject properties were undertaken. In addition, the valuations also assumed (a) responsible ownership and competent management of the subject properties; (b) there were no hidden or unapparent conditions of the subject properties, subsoil or structures that render the subject properties more or less valuable; (c) full compliance with all applicable federal, state and local zoning and environmental regulations and laws; and (d) all required licenses, certificates of occupancy and other governmental consents were or can be obtained and renewed for any use on which the value opinion contained in the appraisals is based. Unless otherwise stated in the appraisals, the existence of potentially hazardous or toxic materials that may have been used in the construction or maintenance of the improvements or may be located at or about the subject properties was not considered in arriving at the appraisal of value. These materials (such as formaldehyde foam insulation, asbestos insulation and other potentially hazardous materials) may adversely affect the value of the subject properties.
Cushman & Wakefield reported that the market value of our farmland as of September 30, 2025 was US$767.5 million. Net of non-controlling interests in certain Argentine farms, the market value of our farmland totaled US$714.8 million. These valuations are only intended to provide an indicative approximation of the market value of our farmland property. This information is subject to change based on a host of variables and market conditions.
Land Leasing and Agriculture Partnerships. We enter into operating lease agreements based on criteria regarding the quality and projected profitability of the property, as well as our production and yield objectives in the short or medium term. Generally, we become aware of farms available for lease directly through the owners of farms near our farms and in some cases through regional brokers.
In the case of our Sugar, Ethanol & Energy business, we lease land for our sugarcane production primarily because leases in this sector are long term, lasting between one or two sugarcane cycles (with each cycle generally lasting seven years), which allows us to implement and reap the productivity benefits of our land transformation strategies. Sugarcane lease payments are established depending on the productivity of the land in terms of tons per hectare and sucrose content per hectare and also on the distance from the land to the mill. Sugarcane prices are based on the market value of the sugarcane set forth by Consecana regulations. Given the strategic location of our mills in the region and the inherent inefficiency of growing crops other than sugarcane in this region, we expect to be able to renew our leases for the sugarcane farmland with minimal issues.
With respect to our Farming business, the initial duration of lease agreements is generally one harvest-year. Leases of farmland for production of grains include agreements with both fixed and variable lease payments in local currency or U.S. dollars per hectare.
Land Management. We manage our land through an executive committee composed of a country manager, a regional manager, a farm manager and members of our technical groups, which meet on a monthly basis. We delegate individual farm management to farm managers, who are responsible for farm operations and receive advisory support from our technical groups to analyze and determine the most suitable and efficient technologies to be applied. Our executive committee establishes commercial and production rules based on sales, market expectations and risk allocation, and fulfilling production procedures and protocols.

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Our Industrial Facilities
In addition to our farmland, we also own the following principal industrial facilities: 
Facility   Province, Country   Relevant
Operational Data		   Current Use
“Christophersen” Santa Fe, Argentina 12,500 tons of storage capacity; 120 tons per hour of drying capacity
Seedbed and stockpiling plant (1)
"Las Horquetas" Buenos Aires, Argentina 24,500 tons of storage capacity; 240 tons per hour of drying capacity for grains (120 LPG; 120 natural gas) Storage, handling and conditioning
“Semillero Itá Caabó” Corrientes, Argentina
Processing capacity of 8,900 tons of rice seeds annually
 Rice genetic improvement program
“Molino Ala — Mercedes” Corrientes, Argentina
Husk rice drying capacity of 116,000 tons per year; Processing capacity of 78,180 tons of white rice/year; Storage Capacity of 48,000 tons
 Rice processing and drying plant
“Molino Ala — San Salvador” Entre Ríos, Argentina Husk rice drying capacity of 86,000 tons per year; Processing capacity of 69,600 tons of white rice/year; Storage Capacity of 70,000 tons Rice processing and drying plant
Molino Franck Santa Fe, Argentina
Husk rice drying capacity of 80,000 tons per year; Processing capacity of 83,088 tons of white rice/year; Storage Capacity of 50,000 tons
 Rice processing and drying plant
Molino Paso de los Libres Corrientes, Argentina Husk rice drying capacity of 125,000 tons per year; Processing capacity of 97,716 tons of white rice/year; Storage Capacity of 42,000 tons Rice processing and drying plant
Molino Paso Dragon Durazno, Uruguay Husk rice drying capacity of 75,000 tons per year; Processing capacity of 83,088 tons of white rice/year; Storage Capacity of 35,000 tons Rice processing and drying plant
Molino Melo Tacuarembó, Uruguay Husk rice drying capacity of 60,000 tons per year; Processing capacity of 83,088 tons of white rice/year; Storage Capacity of 39,500 tons Rice processing and drying plant
“Oscuro” Corrientes, Argentina Husk rice drying capacity of 59,000 tons per year; Storage Capacity of 3,000 tons Rice conditioning facility
“Ita Ibate” Corrientes, Argentina Husk rice drying capacity of 65,000 tons per year; Storage Capacity of 27,000 tons Rice conditioning facility
“Bonpland” Corrientes, Argentina Husk rice drying capacity of 33,000 tons per year; Storage Capacity of 30,000 tons Rice conditioning facility
“Pilarica”
Buenos Aires, Argentina
Processing capacity of 250 tons of rice snacks per month
Rice snack processing facility. Sells rice snacks to the domestic and export markets.
Free-Stall I, II, III and IV Santa Fe, Argentina
Production capacity of more than 190 million liters of raw milk
14,500 dairy cows
 Raw milk production
Biodigester Santa Fe, Argentina 1.4 MW capacity Energy generation
Biodigester II Santa Fe, Argentina 2.0 MW capacity Energy generation
Morteros Facility Córdoba, Argentina
Production capacity of 950,000 liters per day
Reception capacity of 1.2 million liters per day
Storage capacity of 30.8 million liters
 Milk processing facility producing powdered milk and semi-hard cheese. Sells products to the export market.
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Chivilcoy Facility Buenos Aires, Argentina
Production capacity of 700,000 liters per day
Reception capacity of 900,000 liters per day
Storage capacity of 7.1 million liters of fluid milk
 Milk processing facility, producing UHT milk, cream and flavored milk. Sells products to the domestic market.
"Maní del Plata" Córdoba, Argentina Shelling capacity of 80,000 tons, blanching capacity of 36,000 tons.
Storage capacity of 70,000 tons of in-shell and 10,000 tons of finished product 		Peanut processing facility producing raw and blanched peanuts. Sells mainly to the export market.
"Girasoles del Plata" Buenos Aires, Argentina Processing capacity of 20,000 tons/year of confectionary and 20,000 tons/year of bakery.
Storage capacity of 13,200 tons of confectionary.		 Sunflower processing facility producing confectionary and bakery sunflower. Sells mainly to the export market.
Fertilizer Plant “Bahía Blanca”
 Buenos Aires, Argentina
Production capacity of 790,000 tons of ammonia per year.
Production capacity of 1.3 million tons of granular urea per year.
Storage capacity of 20,000 tons of ammonia and 150,000 tons of granular urea.
Fertilizer plant with the capacity to produce ammonia and then transform it to granular urea. Sells mainly to the domestic market.
“Puerto General San Martín”
Santa Fe, Argentina
Storage capacity of 200,000 tons of solid fertilizers.
Storage & Dispatch center for fertilizers.
“San Nicolás”
 Buenos Aires, Argentina
Storage capacity of 75,000 tons of solid fertilizers and 35,500 of liquid fertilizers.
Storage & Dispatch center for fertilizers
“Necochea”
 Buenos Aires, Argentina
Storage capacity of 70,000 tons of solid fertilizers.
Storage & Dispatch center for fertilizers
“Angélica Agroenergía” Mato Grosso do Sul, Brazil
Installed milling capacity of 5.6 million tons of sugarcane per annum. 1,500 tons of sugar/day, 1,280 cubic meters of ethanol/day, and 110 MW energy production (70 MW for export).
 Sugar and ethanol mill producing hydrous and anhydrous ethanol and VHP sugar. Sells energy to local network.
“Ivinhema Agroenergía” Mato Grosso do Sul, Brazil
Installed milling capacity of 7.4 million tons of sugarcane per annum. 1,500 tons of sugar/day, 1,500 cubic meters of ethanol/day, and 120 MW energy production (85 MW for export).
 Sugar and ethanol mill producing hydrous and anhydrous ethanol and VHP sugar. Sells energy to local network.
“Monte Alegre” Minas Gerais, Brazil
Installed milling capacity of 1.2 million tons of sugarcane per annum. 550 tons of sugar/day, 350 cubic meters of ethanol/day, and 16 MW energy production (12 MW for export).
 Sugar and ethanol mill producing hydrous ethanol, VHP sugar and organic sugar. Sells energy to local the network.
Biodigester Mato Grosso do Sul, Brazil
12,000 Nm3 of biogas per day; 6,600 Nm3 of biomethane per day
 Produces biogas which is then converted into biomethane to replace diesel consumption
________________________________________________________________________________________________
(1)Classification of wheat and soybean seeds.
For information on environmental issues that may affect the use of our assets, see “Environmental Aspects.”
For additional information regarding our property, plant and equipment, see Note 12 of the Consolidated Financial Statements.
Competition
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The farming sector is highly fragmented. Although we are one of South America’s leading producers, due to the atomized nature of the farming sector, our overall market share in some of the industries in which we participate is insubstantial. Our production volume, however, improves our ability to negotiate favorable supply, transportation and delivery logistics with our suppliers, third-party transporters, ports and other facilities, and customers. Although competition in agriculture varies considerably by product and sector, in general, there are a large number of producers, and each one of them controls only a small portion of the total production. Therefore, individual producers often have little influence on the market and cause little or no effect on market prices as a result of their individual strategies, explaining why producers are price takers and not price makers. In many cases, the price is established in international market exchanges. As the majority of agricultural products are commodities, which stifles product differentiation, the principal competition factors are cost of production and volume efficiency gains. In addition, agricultural producers face strong foreign competition, and with this competition the factors are often more difficult to identify.
The majority of farming producers in developed countries can rely on specific protectionist policies and subsidies from their governments in order to maintain their position in the market. In general, we have been able to obtain discounts for the acquisition of supplies and excess prices for our production in the farming sector. In this sector, we view SLC Agrícola S.A., BrasilAgro - Companhia Brasileira de Propriedades Agrícolas, Cresud SACIF y A, MSU S.A. and Los Grobo Agropecuaria, among others, as our competitors. We also compete in Argentina with retailers of agricultural products, including other branded rice products, such as Molinos Río de la Plata S.A., Dos Hermanos S.H., Sagemüller S.A. and Cooperativa Arroceros Villa Elisa Ltda; as well as in branded dairy products, such as Mastellone Hermanos S.A. and Savencia.
The sugar and ethanol industries are highly competitive. In Brazil, we compete with numerous small- and medium-sized sugar and ethanol producers. Despite increased consolidation, the Brazilian sugar and ethanol industries remain highly fragmented, with more than 370 sugar mills. Some of the largest industry players with whom we compete are Raizen, Biosev, Atvos, Tereos, São Martinho, Jalles, Bunge, Santa Terezinha, Lincoln Junqueira and Coruripe. We also face competition from international sugar producers, such as those in the U.S. and the European Union, where local regulators have historically implemented tariffs, agriculture subsidies and/or other governmental incentive programs, of which some remain, to protect local sugar producers from foreign competition.
Urea production is primarily concentrated in regions with access to abundant and competitively priced natural gas, such as the Middle East, Eastern Europe, Africa and Asia. In South America, we believe we are one of the largest producers of granular urea, competing with smaller fertilizer plants in Bolivia and Venezuela. Our principal competitors include global industry participants such as CF Industries, Nutrien, Yara International, SABIC and Qatar Fertilizer Company.
With respect to farmland, there have historically been few companies competing to acquire and lease farmland for the purpose of benefiting from land appreciation and optimization of yields in different commercial activities. However, we believe that new companies may become active players in the acquisition of farmland and the leasing of sown land, which would add competitors to the market in coming years.
Supplies and Suppliers
Our principal supplies for our Farming business are seeds, fertilizers, phytosanitary products and fuel, which represented 13.4%, 10.6    %, 15.6% and 3.9%, respectively, of our total direct costs (including leasing cost) in the 2024/25 harvest season. Further, these supplies represented 37.8% of our total cost of production (including manufacturing and administrative expenses) in the 2024/25 campaign. As we use direct sowing in 99.0% of our planted area, without requiring soil preparation, fuel represents only 3.7% of the total cost of production for 2025.
Our principal supplies for our Sugar, Ethanol and Energy business are diesel, lubricants and fertilizers, which collectively represented 17.1% of our total cost of production (including manufacturing and administrative expenses) in 2025. We have an extensive network of suppliers for each of our business segments and for each required input within each segment, resulting in lower reliance on any particular supplier. Our 10 largest suppliers account for 31.0% of our total expenditures for supplies in 2025. While we value the relationships we have developed with each of our suppliers given the quality we have come to expect, we do not consider any single supplier to be key to our production.
We have been able to obtain lower prices particularly due to the volume that derives from our large-scale operations.
Seasonality
Many of our business activities are inherently seasonal, particularly those related to primary agricultural production. We generally harvest and sell corn, soybean, rice, peanut and sunflower between February and August, and wheat from December to January. We implement a "continuous harvest method” in sugarcane production at our facilities to stabilize production and counter seasonality during the year; however, the typical harvesting period in Brazil begins between April and May and ends between November and December.
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Sales of ethanol are generally concentrated during off-season to capture higher seasonal prices. Sales in other business segments, such as in our Dairy segment, tend to be more stable. However, milk sales are generally higher during the fourth quarter, when weather conditions are more favorable for production. In the case of fertilizers, sales are typically concentrated from May to August, reflecting demand for spring planting of major summer crops in Argentina. As a result of the above factors, there may be significant variations in our results of operations from one quarter to another, since planting activities may be more concentrated in one quarter compared to another. In addition, our quarterly results may vary as a result of the effects of fluctuations in commodity prices and production yields and costs related to the “Initial recognition and changes in fair value of biological assets and agricultural produce” line item. See Note 32 to the Consolidated Financial Statements.
Sustainability

Our production model is based on sustainability standards that seek to produce food, renewable energy and fertilizers on a long-term basis. Those standards include best practices and certifications that promote development and health, customer satisfaction and stakeholders’ interest, neighboring community welfare, food care and food safety, and environmental protection. Accordingly, our sustainable approach requires that we take into account not only economic, but also social and environmental aspects specifically adapted to local circumstances. We believe we accomplish these goals through a team committed to our values: trust, transparency, efficiency, innovation, safety and sustainability.

In 2025, we continued to work towards integrating environmental, social, and governance or “ESG" criteria, into our business model. On this path towards the triple generation of value, we worked with our ESG committee holding two main meetings over the year.

We focused on our ESG communications with a better understanding of our stakeholders’ requirements. During 2025, we worked on environmental aspects such as continued disclosure of carbon intensity, carbon balance and water management, and on social aspects including the analysis of our gender diversity performance.

Going forward, we will continue to innovate, be transparent, and report on our progress to accelerate our vision for a better and more sustainable future.

Personnel
The development, health and safety of our personnel is important to us. We promote enhanced working conditions, while we support training and internal education programs to improve skills and educate with the newest technologies and business practices. We implement and constantly revise our health and safety programs in each of our businesses. Our Occupational Health and Safety Management System is applied to all Adecoagro employees and facilities.

Standardized and Scalable Agribusiness Model
We have adopted an agribusiness model that allows us to engage in large-scale farming activities in an efficient and sustainable manner. Our agribusiness model consists of developing a specialized workforce and defining standard protocols to track crop development and control production variables, thereby enhancing efficient decision making and facilitating continuous improvement. This approach allows us to grow in scale, execute our expansion plan and efficiently manage various production units spread across different regions by effectively replicating our productive model. Process standardization also helps us assure compliance with local laws and regulations and reduce social and environmental risks.
In order to achieve efficient scales of production, we have redesigned our field sizes by removing useless cattle infrastructure such as fencing. Larger fields reduce the overlapping of farm works, enhancing operating efficiency, reducing the use of inputs and achieving agronomic timing (planting or harvesting on time). The goal is to reduce operative time and to improve efficiency in the use of inputs. Large-scale production also requires the implementation of advanced technology such as Global Positioning System, or “GPS,” Geographic Information System or “GIS”, and modern machinery as well.
We continue to develop and implement crop protocols. The purpose of these protocols is to coordinate and consolidate the knowledge on crop management for each area in order to standardize the execution of our operational processes. The protocols contain all the technical information for managing crops. This information is constantly reviewed by agricultural teams and their advisors, making it possible to preserve the technical knowledge of the company and at the same time improve agricultural production and make decisions pursuant to the company’s guidelines. Based on the results of the application of these protocols, we conduct an annual review of the techniques used and their results. This evaluation is done by means of crop campaign analysis, in which all teams review and discuss the last harvest-year’s productive performance and the technological package for the new harvest year. When processes and protocols are defined, they can be audited and certified by qualified third parties.
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We have previously been certified under ISO 9000, and as part of our continuous improvement efforts, we continue to implement its guidelines to enhance our management practices. Our two dairy biodigesters are both certified under ISO 14001, reinforcing our commitment to environmental sustainability. We are also certified under RTRS and Certified Responsible Soya (CRS) for soybean cultivation in some of our operations. In addition, we hold Farm Sustainability Assessment (FSA) SAI Platform certifications for some fields of rice, peanut, wheat, and corn. During 2025, we certified certain soybean and corn fields under regenerative agriculture and carbon footprint programs, including Indigo and ARVA, and, for soybeans, the 3S Cargill program. In addition, 100% of the milk produced at our dairy farms is certified under an animal welfare scheme, representing 44% of the raw material used in our industrial dairy production. Our dairy farms were certified by the International Agricultural Organization (OIA, by its Spanish acronym). During 2025, we also developed a new animal welfare protocol that more accurately reflects our production model and animal welfare program. The development of this protocol, together with the associated audits, extended the certification process; accordingly, the updated certification became effective in February 2026. Throughout this process, our animal welfare practices and controls remained fully implemented.
We are also adopting operational protocols and procedures in our industrial facilities to improve control of processing variables. Both of our milk processing facilities have been certified under the FSSC 22000 standard (Food Safety System Certification), and our Morteros facility has also obtained Halal certification. We have also certified four of our six rice mills under FSSC 22000, and two of our mills have obtained kosher certification. In our Crops business, our peanut processing facility was certified as kosher and obtained the BRC standard for food safety, and our sunflower processing facility obtained the FSSC 22000 standard and kosher certification. Most of our industrial facilities are either implementing or have been audited by the Sedex Members Ethical Trade Audit, which validates our compliance with health, safety and human rights practices, together with applicable environmental legislation. Similarly, we undergo annual client-specific audits at various industrial facilities in accordance with standards requested by our clients, covering areas such as asset security and corporate social responsibility. We were successful in these audits, which enabled us to continue with the relevant commercial relationships.
Most of our industrial facilities have been audited by the Sedex Members Ethical Trade Audit, which validates our compliance with health, safety, and human rights practices, as well as with applicable environmental legislation. Our industrial facilities regularly undergo client-requested audits, including asset security assessments, corporate social responsibility evaluations, and audits based on clients’ proprietary standards. Successful compliance with these audits allows us to maintain key commercial relationships.
When market conditions provide price premiums for certified grains or oilseeds, we evaluate the feasibility of implementing specific certifications. Some examples of this are RTRS, EPA and 2BSvs certifications for sustainable soybeans in Argentina. In Brazil, we have the following certifications reflecting the safety and quality of our products, services and social standards: Bonsucro, Renovabio, FSSC 22000, Halal, Kosher, Smeta, CARB, ISSC Corsia Plus, and Great Place to Work.
Contractors
Contractors play a significant role in our Farming business model. If cost competitive, we seek to outsource most of the typical farm work, such as planting, spraying and harvesting. Outsourcing allows us to reduce our investments in heavy machinery and equipment such as tractors or harvesters, enhancing the efficient allocation of our capital in our core productive activities. Notwithstanding, we are constantly reviewing the contractor model and comparing it with the use of own machinery in some of our crops and rice operations. We are developing our own equipment-based model where efficiencies can be enhanced.
The contractor model in the Argentine humid pampas region has existed for years and has developed into a highly competitive market. Contractors have gained extensive expertise and skill in the management of agricultural machinery and have access to modern advanced technology. When working with them, we seek to develop win-win relationships by considering them as part of our production team and providing constant technical training and support through the activities of the Adecoagro Production Teams. We strive to have a number of contractors associated with each farm to generate competition and allow benchmarking to enhance operational efficiency and ensure high-quality service.
In regions where this model is not fully developed, we use a mixed system where we hire the most experienced contractors in the region and we also operate our own machinery. We promote the development of new contractors by providing training and selling them our used machinery. We also promote the movement of selected contractors from developed regions into new marginal regions by offering them an opportunity to grow their businesses. In other regions where there is no established contractor system or there is specific farm work (rice land leveling for instance), we own the majority of the machinery. In our Sugar, Ethanol and Energy business, we own or lease and operate all the agricultural equipment and machinery needed for sugarcane planting, crop protection and harvesting operations. The performance of such model has exceeded our expectations, and we are implementing it in our Farming businesses, where we have recently incorporated some additional planters and harvesters. Our main goal is to achieve high-quality farm works, both when selecting any contractor and when using our own machinery.
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In Brazil, we only employ the contractor model for specific tasks, such as land leveling, and aerial spraying, among others.

Adecoagro Technical Groups
From time to time, we gather internal groups formed by agronomists, farm managers, technology experts, external advisors, contractors, trainees and suppliers, whose main goal is to excel in production management by providing constant technical and technological education and analysis regarding production technologies. Although these groups are focused on developing such knowledge under common criteria for the whole company, they also evaluate different production systems, such as crops, rice and dairy in Argentina and Uruguay, and sugarcane in Minas Gerais and Mato Grosso do Sul, Brazil. To achieve their goals, these groups meet regularly to analyze and discuss technical aspects of the farming production processes.
The technical groups participate in the design of the most efficient and productive land use strategies and the definition of the optimal crop production mix for each farm and region, and supervise and evaluate the implementation of the most profitable and sustainable technologies to be adapted and applied in each region. Additionally, these groups promote specific external training courses, facilitate participation in external technical groups, organize technical farm tours, offer support in establishing the crop planting plan and deliver a full-season analysis for each crop annually. This analysis is essential in order to allow technical improvements to be implemented for the following crop season.
In order to continually improve our technical development, we participate in specialized industry groups, such as CREA and AAPRESID in Argentina, with which we share values and goals. “CREA” is a 60-year-old farmers’ association focused on developing and supporting technical excellence with local farmers. “AAPRESID” is a technical association of highly innovative farmers specializing in no-till development. We participate in certain CREA and AAPRESID discussion groups in which we share and evaluate common technical matters. We take advantage of their vast network of test plots and we constantly exchange technological knowledge for implementation in our farms. During 2025 we were also part of the RIA Group, an agricultural innovation network consisting of 11 enterprises, with the goal of increasing innovation in our sustainable production model.
By implementing all these education programs and development activities, these groups provide the company with a network that focuses on the fine-tuning and optimization of the efficiencies throughout all the production processes of each business line.
Technology and Best Practices
We have consistently applied innovative production techniques to remain at the forefront of technological advancements and industry standards, with a strong focus on improving efficiency. In our farming operations, we place particular emphasis on implementing regenerative agriculture practices. For example, we use the “no-till” technology and crop rotation to improve our crop yields from the outset. We also use second harvests or double cropping where conditions allow, which enables us to plant and harvest a second crop from the same farmland in the same harvest-year. Our crop production model is based on balanced fertilization, integrated pest and weed management, and crop intensification. We use the silo bag storage method in our rice and crops businesses, which enables us to time the entry of our crop production into the market at optimal price points. Additionally, we believe we were the first company in South America to implement the innovative free-stall infrastructure in dairy operations resulting in increased raw milk production compared to our peers. The free-stall method enables better control over production variables by housing dairy cows into large barns, which are equipped with state-of-the-art technology to enhance cow comfort, such as sand beds, water spray cooling systems and fans. We are implementing guidelines to achieve international animal welfare standards. In addition, installations are equipped with indoor corrals and a mechanical advanced milking system on a rotary platform, which enables us to use production efficiencies and increase milk production volumes while maximizing our land use, resulting in significantly higher conversion rates of animal feed into milk.
Moreover, our sugarcane harvesting is practically 100% mechanized, which has significantly improved operating efficiency, thereby reducing operating costs. We have modern facilities in the Sugar, Ethanol and Energy business, including advanced sugar and ethanol mills with high-pressure boilers, which achieve one of the highest ratios of energy produced per ton of cane milled, according to the Cane Technology Center Benchmark program. Our Angélica sugar plant was the first continuously operative facility in Brazil, requiring no production stoppages between sugar harvests.
No-Till
“No-till” is the cornerstone of our crop production technology and the key to maintaining and even increasing the value and productivity of our land assets. “No-till”—often called zero tillage or direct sowing— is a technology developed more than 40 years ago to grow crops from year to year without disturbing the soil through tillage, and arose as an opposition to conventional tillage. We have been implementing No Till since we began operations more than 23 years ago.
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Conventional farming consists of using plows to turn and till the soil to remove weeds, mix in soil additives such as fertilizers, and prepare the surface for seeding. Soil tillage leads to unfavorable effects such as soil compaction, loss of organic matter, degradation of soil components, death or disruption of microorganisms, evaporation of soil humidity and soil erosion where topsoil is blown or washed away by wind or rain.
“No-till” farming avoids these negative effects by excluding the use of tillage. The “no-till” technology consists of leaving crop plant residues on the surface of the soil after harvesting a crop. These residues form a mulch or permanent cover protecting the soil from erosion risks caused by heavy rains and strong winds. This protective cover also helps natural precipitation and irrigation water infiltrate the soil effectively while decreasing water loss from evaporation. Absence of tillage helps prevent soil compaction, allowing the soil to absorb more water and roots to grow deeper into the soil. Furthermore, “no-till” reduces the emergence of weeds and enhances biological processes that positively impact soil properties, conserving and even improving the presence of organic matter and microorganisms and associated nutrients (nitrogen, phosphorous, etc.). The combination of these advantages results in important cost reductions due to the reduced need for inputs, mainly diesel and fertilizers, and higher crop yields, thus increasing the profitability of our business. These benefits are achieved in the medium to long term, resulting in a continuous increase of land productivity and thus its value. From an operational standpoint, “no-till” farming facilitates the timely performance of most operations, such as planting, spraying and harvesting, which enhances the development of large-scale operations and especially improves the probability of planting each crop at the optimal moment.
Crop Rotation
Crop rotation is the practice of growing a series of dissimilar types of crops in the same area in sequential seasons. Crop rotation allows us to better control the buildup of harmful weeds and reduces the incidence of plagues and diseases that often occur when the same commodity is continuously cropped. Crop rotation also allows us to balance the fertility demands of various crops to avoid the excessive depletion of soil nutrients, contributing to a more efficient use of fertilizers and a sustainable use of herbicides and phytosanitary products. Crop rotation results in increased yields and reduced production costs, providing a high rate of return. Our crop rotation model is tailored to each of our farming regions based on climatic and soil conditions. For example, in Argentina’s Humid Pampas, our three-year crop rotation cycle involves the planting of a wheat crop followed by a soybean double-crop in the first year, a corn crop in the second year, and a soybean crop in the third year. In some areas of the Argentine Humid Pampas with adequate agro-climatic conditions, we enhance our crop rotation by introducing some industrial crops such as peanut and confectionary sunflower.
Second Harvest - Double Cropping
Second harvest, also known as double cropping, is the practice of consecutively producing two crops on the same land within the same growing year. Double cropping is possible only in regions with long growing seasons, which is determined mainly by climate conditions such as rain and temperature. Double cropping allows us to increase the profitability of our land, diversify our production and commercial risk and enhance operational efficiencies through the better utilization of machinery, freight, labor and other resources, resulting in a dilution of our fixed costs. Double cropping has important agronomical advantages as well, such as having crops on the land for a longer period of time, which, enhanced by “no-till” and crop rotation practices, results in the improvement of the physical and chemical properties of the soil in the long term. We implement and adapt different double cropping systems for each of our productive regions in Argentina and Uruguay, with the most frequent being wheat/soybean, wheat/corn, and sunflower/soybean.
Integrated Pest Management (IPM)
Integrated pest management, or “IPM,” involves a deep analysis of agronomical, economic and environmental aspects with the goal of determining the most efficient way to control the pests. It simultaneously achieves three main goals: (i) enhancing crop productivity, (ii) reducing use of phytosanitary products and (iii) decreasing the risk of contamination. The first stage of IPM is to train the people who will be involved in phytosanitary products usage. The phytosanitary products to be applied is selected considering local regulations (only locally approved phytosanitary products are used) and the minimum resulting environmental risks due to its chemical classification. Additionally, when selecting biotechnologically developed crops, we evaluate the potential reduction of phytosanitary products uses that may be achieved. The doses of phytosanitary products are defined by vendor recommendations and adjusted through agronomical expertise (specific to a crop and a pest). We assess the environmental impact of such phytosanitary products by implementing the use of the Environmental Impact Quotient developed by Cornell University. The timing of phytosanitary products application is based on an economic threshold that takes into account the crop situation (growing stage, climate conditions), the potential damage of the pest (type, population, growing stage), the presence of “beneficial” pests, and finally, the price relationship between grains and phytosanitary products. We also use integrated management to control pests, which entails the use of biological and chemical products. The relevance of the pest is measured through the implementation of specific defense methodologies adapted to large-scale agriculture. Control is carried out by trained employees who supervise the entire area on a weekly basis. Based on the indicators resulting from monitoring, biological and chemical products are recommended to be applied.
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For biological pest control, natural enemies of the pest in question are released, as is the case with the borer pest in sugarcane. The doses of phytosanitary products are applied and localized by high-tech machinery, most of which is outsourced. Agricultural machines are precisely calibrated to increase the efficiency of the applications and reduce any potential risk of contamination. Climatic conditions are carefully taken into account when determining the ideal time for spraying to avoid risks of drifting and evaporation and to ensure successful application.
Balanced Fertilization
Balanced fertilization consists of determining an optimum use of fertilizers at the proper grades and in the proper amounts to supply the correct ratio of nutrients and to ensure that the soil will sustain high crop yields over time, consequently decreasing contamination risks. At the beginning of each crop season, we perform extensive soil studies in each of our farms to monitor the amount of organic matter, nitrogen, phosphorus and potassium levels in each field. Based on this analysis and considering the potential yield for each field, the crop rotation, and relative prices between fertilizers and agricultural products, we determine the optimum amount of fertilizer to be applied to maximize the economic response of the crop.
Water Management
Since crops need sufficient water to achieve their potential yields, we engage in techniques that are designed to increase the efficiency of water usage and at the same time decrease soil erosion risks. In that regard, “no-till” farming presents strong advantages since it improves rainfall infiltration and increases the soil’s water storage capacity. In areas that may be subject to excess water, we are developing terraces, soil leveling and other techniques intended to decrease runoff and erosion risks. In some of the jurisdictions in which we operate, the use of water for irrigation requires obtaining special permits. For certain irrigated crops such as rice – which represents most of our aggregate water consumption –, we focus on the design and operation of rainwater harvesting, which is the collection of water from rain in semi-natural reservoirs destined for future irrigation. In addition, we have developed a water recycling system for each farm where excess water (derived from drainage and rainfall) can be reused, instead of being drained out of the farm. Channels that move the water and drain the fields are developed by experts in order to deliver water in the most efficient manner. We have an advanced precision leveling system (with zero or controlled grade level) in most of our rice farms to increase productivity and reduce production costs. This technique involves a precise leveling of the land based on GPS technology. When fields are accurately leveled, water irrigation requirements are reduced, thus lowering the cost of labor and energy. Efficient management of irrigation also has a positive impact on crop yields.
We have in place different technologies that help us reduce water consumption in our rice fields. For example, we have implemented polypipe irrigation systems in our most hilly rice fields. This technology consists of deploying plastic pipes to move irrigation water from a big channel to the fields, thereby reducing water consumption, and the area devoted to infrastructure. In addition, we use satellite imagery and drones to assess water levels during the rice irrigation season. This high-precision surveillance method, allows us to enhance water management, which improves potential crop yields and reduces water consumption. Drones use different cameras to detect water levels even when dense canopies cover the fields. In addition to drones, we use satellite images that measure the normalized difference vegetation index (“NDVI”) of land for a rapid and efficient analysis of irrigation including speed and depth. In addition to higher water use efficiency and optimization, satellite images help in the prevention of weed proliferation, the reduction of phytosanitary products and the achievement of higher yields. Other crops, such as corn and sunflower seed, are irrigated by highly efficient pivot spraying systems. This type of irrigation system allows us to distribute water uniformly throughout the field, improving the use of water in terms of total millimeters per year. We conduct soil moisture sampling to identify the best moment and amount of water to be used for irrigation in each plot.
Mechanization
We incorporate all available mechanization technology into our business that we consider to be cost-effective. We believe that by employing mechanization technology, we improve our operating efficiency and are better able to reach desired economies of scale in our operations. Mechanization also enables us to adopt new associated technologies faster and hastens our development efforts. In our Farming business, we use cutting-edge mechanized technology for planting, spraying, harvesting and irrigating and for soil preparation and management. We also employ advanced mechanization technology in our logistics and product processing operations, including transportation, drying operations and grain sorting and storage. We have developed mechanization technology to benefit sugarcane planting and harvesting since inception, which traditionally have not benefited from such mechanization. We believe that by incorporating modern mechanization we have improved access to employment for women and other demographics, enabling us to expand our talent pool across operations while also enhancing workforce diversity.
Synergies
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The technologies we employ are very closely linked, and the joint implementation of a number of them is expected to result in positive synergies for our entire production system. For example, implementation of the “no-till” technology can be enhanced by crop rotations, due to the positive biological effects generated by the different types of roots from each crop in the soil. Benefits of integrated pest management are improved when combined with the “no-till” and crop rotation strategies, since the crop stubble that remains on the soil can be a barrier to some plagues, and because some other pests are specific to a particular crop and the crop rotation can be sufficient to control them. The use of machinery technology for selective spraying also complements our no-till system. We consider these synergies when we develop our crop seeding schedule. In the case of the reuse of residues, we benefited from our experience in sugarcane, where almost everything is reused and no residues are generated. As an example, by implementing such ideas to our dairy operations, we have been reusing the manure from our cows to generate renewable electricity through two diary biodigesters since 2017.
Agtech (Agricultural, Digital-Based Technology)
Since inception, we have been introducing cutting-edge technologies to increase our production efficiency. As digital and information-based technologies are rapidly advancing, we are currently devoting time and effort to work closely with local and international agtech startups, funds, research associations and other key players that could bring solutions to our operational processes. Examples of these initiatives include improving rice harvest efficiency through the development and implementation of ultra-light headers for combines; developing a digital platform to manage our grain trucking fleet more efficiently; creating a digital platform to enhance field crop scouting; and designing specialized equipment for precision and variable-rate spraying of crops and plantations.
For these initiatives, we have made our operations available as a large-scale testing environment to help startups refine and optimize their technologies and deliver more effective solutions in a shorter timeframe. While we devote resources to these initiatives, we are already realizing benefits from implementing these solutions in our operations.
Industrial Technology
In recent years, we have incorporated several industrial facilities to our portfolio and have been actively enhancing their performance using technology. In our dairy industry, we replaced LPG gas with natural gas as a source of energy in the facility of Morteros, thereby reducing both the cost of production and the environmental impact. At Morteros, we also incorporated technology to produce fat filled (powdered milk that contains vegetable fats instead of butterfat), a product that helps us enhance our operational efficiency and access new markets. At the Chivilcoy facility, we have incorporated technology to produce and package UHT cream and cacao milk. These advances help us enhance our milk-based product portfolio. All these new products are based on our own formulas and are developed by our production and quality team. See “Item 5.C—Research and Development, Patents and Licenses, Etc.” for more information.
Information Technology
We employ the Oracle eBusiness Suite ERP, SAP R3 and Oracle Hyperion to standardize and integrate our processes throughout the Company and improve controls and information accuracy and consolidation. The Oracle eBusiness Suite and SAP R3 allows us to fulfill our local accounting and fiscal needs while facilitating operational coordination across our geographic areas and lines of business, reducing our operational costs and minimizing duplication and inefficiencies. It also provides our management with consolidated results in a timely manner.
Cybersecurity
In accordance with the growing risks in cybersecurity like ransomware, malware, viruses, trojans, system vulnerabilities, hackers and other types of attacks, we have adopted a series of security measures designed to mitigate these risks. We are constantly implementing new technologies and solutions to assist in the prevention of potential and attempted cyberattacks, as well as protective measures and contingency plans in the event of an existing attack. We analyze the risks we face on an ongoing basis and, accordingly, strengthen our information technology infrastructure, update our policies, and raise awareness among our employees to enhance our ability to prevent and respond to such risks. Furthermore, we are in the process of implementing a formal internal policy to govern the use of AI tools, aimed at mitigating security, confidentiality, and regulatory compliance risks associated with such use.

We carry out a continuous improvement process and have contracted third-party provider specialized in cybersecurity to help us validate and develop our plans to grow our cybersecurity system as well as to perform annual penetration and vulnerability tests on all our on-premise and cloud infrastructure. One of those providers is also our 24x7 security operation center (SOC), which receives and analyzes the alerts from our monitoring system. This has allowed us to continue increasing the security at our facilities, as part of our commitment and decision to continue reinforcing our security systems, and to improve our contingency plans.

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Additionally, we continue using an awareness tool to train all our employees how to approach different types of cyber-attacks, such as phishing, smishing, spoofing and vishing.

Environmental Aspects
We implement a production model that reflects a strong commitment to the environment. Our responsibility to the environment begins with complying with local regulations. To become better stewards of the environment, we implement environmental management plans for our operations. Those plans involve different stages, which include training our own and outsourced staff, monitoring ecological parameters, preventing negative effects, and correcting deviations. Natural resources such as land, water, air and biodiversity are taken into account when we evaluate the development and operation of new and ongoing production projects and operations. In that regard, we are constantly evaluating best practices in our operations. See “—Technology and Best Practices.” With land being one of the most relevant natural resources in our operations, we have developed a sustainable land use strategy that considers factors beyond the requirements of local laws and regulations. There are ecosystems that we do not consider appropriate for agricultural development, such as heavy forests and key wetlands. We evaluate development of other areas only after carrying out an environmental impact assessment. In addition to such evaluations, we analyze the agricultural potential of the land in respect of the soil, the climate, crop productivity and available technology, among other factors. Using this approach, we aim to grow the most suitable crop in each region and be the lowest-cost producer in the sector. We then consolidate our analysis into a land transformation plan, which includes the best land use option and implements best practices based on regenerative agriculture such as “no-till” technology, crop rotations, integrated pest and weed management, balanced fertilization, responsible phytosanitary products usage and water management. In addition, in 2025, we planted 65,000 hectares of cover crops. Cover crops help prevent water and wind erosion, function as biological fallows, reduce the need to apply phytosanitary products and provide roots that increase soil porosity. We sow these crops and adapt the species to the agro-ecological environmental condition.
These best practices aim to increase resource efficiency and decrease the risk of contamination and waste production and are consolidated into an environmental management plan, which includes biodiversity management when applicable. We aim to properly implement our sustainable production model to enhance land productivity and therefore increase land value. With respect to phytosanitary products contamination risks, we implement a responsible phytosanitary products use program, which includes personnel training, personnel protection elements, application recommendations, phytosanitary products selection criteria, phytosanitary products handling and storage and after-use phytosanitary products packages (which are specifically cleaned, collected and stored for recycling purposes under third-party programs). In 2021, we began to implement the “Environmental Impact Quotient” indicator, which allows us to assess the potential risk of the application of phytosanitary products and the impact caused by them. Further, in 2021 we commenced the use of selective spray equipment. In 2025 we applied this technology to almost 35 thousand hectares of crops and sugarcane to reduce the doses of phytosanitary products and apply them only where necessary, which resulted in a reduction of up to 80% in the application of phytosanitary products in some of those areas. In addition, we periodically train our personnel in our fields to raise awareness about the responsible use of phytosanitary products.
Additionally, in some regions where biodiversity matters are relevant, we implement biodiversity management plans, which mainly consist of periodically monitoring flora and fauna, detecting significant variations of their populations, and proposing measures to reduce any potential threats to local species. As a result, we prohibit hunting on our farms and create environmental private protection areas (where natural vegetation is protected by implementing sustainable production practices). As environmental matters require specific expertise and an understanding of complex relationships, in some cases we hire highly qualified consultants and enter into cooperative arrangements and agreements with educational institutions.
In Brazil, the Brazilian Forest Code is the primary regulatory framework guiding our environmental policies and practices. In compliance with this legislation, we identify and assess all natural areas within our owned and leased properties and develop structured plans that set out specific actions for their protection, conservation and long-term preservation.
We are strongly committed to environmental conservation. The expansion of agricultural activities is carried out exclusively in areas previously used for such purposes, and we do not operate in native forests, Permanent Preservation Areas (PPAs), Legal Reserves, large wetlands or areas of high biodiversity value. We place particular emphasis on protecting riverbanks, streams and springs, recognizing their essential role in soil conservation, water quality and as habitats for native wildlife. In this context, we continuously monitor native fauna, flora and water resources across our areas of operation.
In respect to our industrial processing activities, we focus on energy-efficient processes that increase productivity with minimum waste disposal. At the same time, we seek to promote the reuse of any by-product or residue within industrial processes when feasible, or in the fields when the economic analysis is sensible. A successful example of this approach is the use of manure to produce electricity and the use of biofertilizers to grow crops in our dairy farms.
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Another success story is the use of all sugar and ethanol industrial by-products (vinasse, filter cake and composted ashes) as biofertilizers in our cane fields.
Since November 2017, we have produced renewable electricity through our first biodigester at our dairy farm. The biodigester transforms cow manure into biogas with high methane content, which then fuels a cogeneration facility that generates renewable electricity. The electricity produced is sold to the grid under a long-term contract with an Argentine federal utility. Additionally, as this project allows us to reduce greenhouse gas emissions, we have registered the project under the Verified Carbon Standard to deliver carbon credits from the biodigester. In 2011, we received a grant from the Sustainable Energy and Climate Change Initiative of the Inter-American Development Bank in order to carry out the pre-feasibility assessment. We also received a grant from the National Agency of Scientific and Technologic Promotion (Agencia Nacional de Promoción Científica y Tecnológica), an agency that promotes technological innovation, to partially fund the investment. In July 2016, we participated in Argentina’s “RenovAr” renewable energy auction and entered into a 20-year contract to supply up to 9,145 MWh per year at an average price of US$158.92 per MWh plus bonuses. In 2023, we also inaugurated our second biodigester in our free stalls. The incorporation of this second biodigester allows us to process 100% of our cow manure, increase the annual generation of bioelectricity to a total power capacity of 3.4 MW, and keep contributing to our sustainable development model. In 2025, our two dairy biodigesters generated 22,794 MWh.
At the Ivinhema Unit, located in the State of Mato Grosso do Sul, we have implemented innovative solutions focused on the circular economy and the reduction of environmental impacts. We produce biogas from concentrated vinasse, a byproduct of the ethanol production process, which is then purified to obtain biomethane. This renewable fuel is used in our internal fleet, in alignment with the United Nations Sustainable Development Goals (SDGs). These initiatives contribute to improved operational efficiency and reduced greenhouse gas (GHG) emissions. In 2021, our biogas unit was certified as the first renewable gas plant in Brazil, enabling us to issue and commercialize carbon credits known as Gas RECs. In addition, since 2020, we have issued Decarbonization Credits (CBios) under the RenovaBio program, becoming the first company in Brazil to operate in these markets. In 2025, we commercialized more than 712 thousand CBios, reinforcing the link between environmental performance and value creation. Higher environmental standards in our operations increase our ability to issue these credits, providing a continuous incentive for improvement.
With respect to our recently acquired fertilizer operations, Profertil’s approach to environmental sustainability is grounded in its core purpose of nourishing the land in a sustainable manner. A central pillar of Profertil’s environmental strategy is the transition to renewable electricity. The company is working toward procuring 100% of its electricity from renewable sources over time and continues to reduce Scope 2 emissions through the progressive replacement of fossil-based electricity with renewable alternatives. Profertil’s environmental management system is supported by a robust certification framework. The company holds ISO 9001 (quality), ISO 14001 (environmental management) and ISO 50001 (energy efficiency) certifications and, in 2019, obtained the Protect & Sustain certification from the International Fertilizer Association (IFA), one of the most demanding environmental and safety certifications available to fertilizer producers globally, recognizing responsible management throughout the product lifecycle. The company also participates in Argentina’s Responsible Care of the Environment Program (PCRMA), which is subject to biannual independent audits. Profertil’s sustainability strategy is aligned with the United Nations Global Compact, in which the company has participated since 2014, and with nine of the seventeen United Nations Sustainable Development Goals, including those relating to food security, clean energy, responsible consumption, climate action and water management. The company’s annual Sustainability Report is prepared in accordance with GRI (Global Reporting Initiative) and SASB (Sustainability Accounting Standards Board) standards, providing a credible and internationally recognized basis for ESG disclosure.

Social Programs
In addition to complying with local labor regulations, we seek to promote the personal and professional development of our employees by offering them an adequate working environment with proper health and safety protections. We aim to develop a transparent relationship with local authorities. One of our main goals is to contribute positively to the social development of the communities in which we operate, creating new jobs, preserving the environment, providing training opportunities through our internship program and assisting with social development. In order to implement our social development programs, we analyze the areas in which we operate and give special attention to education and poverty rates, possible alliances with other social actors, and potential synergies with local government programs. In addition, we contribute to organizations from our communities, including hospitals, schools, daycare centers and fire stations, among others. In Argentina, we also have a voluntary matching program where Adecoagro matches each donation from our employees at a 2:1 ratio. In 2025, 16 organizations were part of our matching program and received monthly donations.
Education
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Our main initiatives are aligned with the United Nations’ Sustainable Development Goal 4 – Quality Education. Our operations have a significant economic impact in the communities where we are located, and we have developed a social action program in various municipalities. In 2005, we started a partnership with Cimientos, a non-profit organization that promotes equal educational opportunities for children and youth from low-income families in Argentina. In 2025, we participated in Cimientos’ “Futuros Egresados” program, granting scholarships to 50 high-school students in Mercedes and Itá Ibaté (Corrientes). In 2016, we started another program together with Conciencia (a local non-governmental organization) through which we support our employees’ children to complete their education. In 2025, 21 high-school and higher-education students from San Salvador (Entre Ríos) and Las Lajitas (Salta) participated in this program.
In 2019, we made a new alliance with the Reciduca Foundation with the aim of providing scholarships for young people from the community of Pilar to finish their secondary studies, expand their employment opportunities and promote environmental care. We have supported the program since its inception, and in 2022, we decided to include the community of San Isidro as well, increasing the total number of scholarships granted to 20, which we maintained since then. We also have granted five additional scholarships to tertiary education students from the Victor Navajas Centeno Agrotechnical Institute at Virasoro (Corrientes).
We keep participating in the Escola Nota 10 Project at the municipalities of Angélica, Ivinhema and Novo Horizonte do Sul, in Mato Grosso do Sul. Through this project, we aim to contribute towards educational development by providing training sessions for teachers. This approach helps build long-term capacity among educators, who, in turn, pass on their knowledge to students, creating a multiplier effect. In 2023, we decided to restructure the program to offer better and stronger support for educators. In 2025, we provided continuous professional development to 180 teachers and educators from first to fifth grade—through online and in-person training sessions—impacting 3,911 students.
Moreover, we participated in the Território do Saber project with the aim of improving the quality of teaching and learning processes in schools through the promotion of reading. In 2025, we inaugurated a 13th library in Ivinhema.
Nutrition
In Argentina, we work in partnership with two main organizations: the Conin Foundation and Food Banks Argentina organization. The Conin Foundation fights malnourishment and undernourishment in children, focusing its actions on three main areas: education, assistance and research. Food Banks Argentina is a non-profit distribution enterprise that serves the community by receiving donated food and making it available to people in need through a network of community agencies. These agencies include school feeding programs, food pantries, soup kitchens, hospices, substance abuse clinics, after-school programs and other non-profit organizations. In 2025, we donated nearly 230 tons of rice and dairy products to around 100 organizations, including 12 Conin centers and 11 food banks.
Additionally, since 2007 we have collaborated with local organizations such as Solidagro, an alliance between rural corporate institutions and civic organizations that seek to solve famine and malnutrition problems, to which we donate our rice on a monthly basis.
We also collaborate with Haciendo Camino, a non-governmental organization fighting malnourishment and undernourishment in children in Santiago del Estero. We have supported the organization for the last several years and made contributions to finance the early childhood program in Los Juries. In 2025, the program assisted 60 children aged zero to five years and more than 20 mothers.
Violence Prevention
We seek to train leaders and teams on this topic to understand all aspects of workplace violence. Our “Proteger” program aims to prevent violence, as it seeks to guide and inform employees and the community about possible ways to report and prevent sexual abuse, the exploitation of children and adolescents, rape culture, violence against women and sexual or workplace harassment, while mobilizing society to contribute to this effort.
This program reinforces the idea that we do not accept, under any circumstance, the practice of any type of child labor, including by third-party suppliers and others with whom we may interact. In 2025, 100% of our employees in Brazil received training in violence prevention through our Proteger program.
We also collaborate with Childhood Brazil, an organization dedicated to defending children’s rights and improving the living conditions of children in vulnerable situations. Through this partnership, we supported the training of community service professionals in three municipalities in Mato Grosso do Sul and in 2025 we continued working with Childhood Brazil to establish protocols for assisting children and adolescents who are victims or witnesses of violence, tailored to each municipality’s specific needs.
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Internship and Young Talent Program
The purpose of our internship and young talent program is to promote the development of highly qualified professionals from the community by providing first-time work experience, good-quality training and access to highly technology-oriented operations. We seek to facilitate interns’ future access to the job market while detecting potential key employees. The interns actively participate in the TAG training program, which includes monthly technical meetings, external training and farm tours. In order to accomplish these goals, we promote institutional relationships with local and international universities and high schools. In 2025, 238 interns and young talents benefited from learning opportunities across our operations.
Material Agreements
For a description of the material agreements entered into by the Company in connection with the Offer, see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions”.
For a description of the material agreements relating to our indebtedness, please see “Item 5. Operating and Financial Review and Prospects— B. Liquidity and Capital Resources—Indebtedness and Financial Instruments.”
Brazil
Sugar Sale Agreements
In 2025, our largest three customers in this segment comprised approximately 54% of our sugar sales agreements. We entered into sugar sales agreements with Louis Dreyfus Commodities Suisse S.A., Viterra B.V. (formerly known as Glencore Agriculture B.V.) and BTG Pactual, pursuant to which we agreed to supply approximately 363,000 metric tons of Brazilian VHP sugar. This specific amount of sugar was delivered during the 2025 harvest-year through the ports of Paranaguá and Santos, and the price was fixed in reference to the ICE Sugar #11 Futures.
Electric Energy Agreements
In August 2010, Adecoagro Vale do Ivinhema S.A. participated in a public auction by the Brazilian federal government. As a result of this auction, Adecoagro Vale do Ivinhema S.A. entered into a second 15-year agreement with CCEE starting in 2011, for the sale of 131,400 MWh per year at a rate of R$357.27/MWh. The price of energy under the contract is adjusted annually according to inflation.
In August 2013, Adecoagro Vale do Ivinhema S.A. participated in another public auction by the Brazilian federal government. As a result of this auction, Adecoagro Vale do Ivinhema S.A. entered into a second 25-year agreement with CCE starting in 2018, for the sale of 87,600 MWh per year at a rate of R$262.85/MWh. The price of energy under the contract is adjusted annually according to inflation.
Argentina
Energy Supply Agreements
The Company’s fertilizer plant, located in Bahía Blanca, Buenos Aires, secures the supply and transportation of energy through long-term commercial agreements with major upstream producers and pipeline operators. To mitigate volumetric risk, these contracts are structured on a fixed-price basis and include take-or-pay provisions. Certain of these agreements are with Transportadora de Gas del Sur S.A. ('TGS'), Total Austral S.A., TotalEnergies Gas Cono Sur S.A., Compañía General de Combustibles S.A., Pan American Energy S.L., PAS 11 S.A., YPF Energía Eléctrica S.A and YPF.

Intellectual Property
As of April 2026, we owned 72 trademarks registered with the Argentine National Intellectual Property Institute, 30 trademarks registered in Brazil and one patent registered with the Brazilian National Industrial Property Institute (“INPI”). Adecoagro Uruguay S.A. has 3 trademarks registered in Uruguay.
In Argentina, we are required to renew our trademark registrations when they expire at the end of their respective terms. Under the Argentine Trade and Service Marks Law No. 22,362, the term of duration of a registered trademark is 10 years from its issue date, and a trademark may be indefinitely renewed for equal periods thereafter if, within the five-year period prior to each expiration, the trademark was used in the marketing of a product, in the rendering of a service or as the designation of an activity.
In Brazil, title to a trademark is acquired only once its valid registration has been issued by the INPI. During the registration process, the person requesting the trademark merely has an expectation of the right to use the trademark to identify its products or services. Under Law No. 9,279, of May 14, 1996 (the Brazilian Industrial Property Law), the holder of a trademark has the right to its exclusive use throughout Brazil.
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The term of duration of a registered trademark is 10 years from its issue date, and a trademark may be indefinitely renewed for equal periods thereafter. Within a five-year period from the issue date, the owner has an obligation to use the trademark in the marketing of a product, in the rendering of a service or as the designation of an activity. If the owner does not use the trademark within such a five-year period, it may be subject to a forfeiture process, upon request of any third party with legitimate interest in the trademark. The same forfeiture process may occur if the owner fails to use the trademark continuously for any five-year period. If the trademark is declared forfeited, the trademark rights are terminated.
Insurance
The type and level of insurance coverage we obtain is determined based on consultation with leading insurance brokers. We carry policies with leading U.S., European, and local insurance companies, and we are currently insured against a variety of risks, including losses and damages relating to our plants, equipment and buildings. We believe our level of insurance coverage is customary and appropriate for a company of our size and with respect to our activities. Our insurance currently covers only part of the losses we may incur and does not cover losses on crops due to hail storms, fires or similar risks.
Legal and Administrative Proceedings
In the ordinary course of business, we are subject to certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving tax, social security, labor lawsuits and other matters. We accrue liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. See “Item 8. Financial Information —A. Consolidated Statements and Other Financial Information—Legal and Administrative Proceedings.”
Environmental Regulations and Compliance
Our businesses in the various emerging market countries in which we operate are subject to comprehensive national, state and municipal laws and regulations relating to the preservation and protection of the environment to which those businesses must adhere. These laws and regulations require some of our businesses to obtain permits or licenses that have to be renewed periodically in order to allow us to continue to operate. If such permits or licenses lapse or are not renewed or if we fail to obtain any required environmental licenses and permits, or if we do not comply with any other requirements or obligations established under applicable environmental laws and regulations, we may be subject to administrative, civil or criminal liability (including fines, partial or total suspension of operations, suspension or cancellation of environmental licenses and permits and indemnification and penalties for any damage caused). In addition, our businesses that hold debt with banks, and multilateral lenders in particular, are typically required to adhere to environmental standards that exceed those of the country in which such businesses operate (e.g., World Bank standards).
We are currently in compliance with all applicable environmental laws and regulations and hold the licenses and permits required for the normal conduct of our operations. The operating license for the Monte Alegre Unit is valid through November 2030 and authorizes the processing of up to 1.2 million tons of sugarcane per year. The operating license for the Angélica Unit has been renewed and is valid through October 2031, allowing for the processing of up to 6.5 million tons of sugarcane annually. The operating license for the Ivinhema Unit is valid through July 2027 and authorizes the processing of up to 7.2 million tons of sugarcane per year.
In addition to its operating licenses, the Company has obtained additional authorizations for the Ivinhema Unit in connection with the expansion of its activities, including the formulation of organic fertilizers, the expansion and operation of fuel stations, and the expansion of biomethane production. The acquisition and maintenance of these licenses are essential to ensuring the continuity and regularity of our operations. Any non-compliance may result in operational restrictions, suspension of activities, and the imposition of administrative and financial penalties.
Our operating businesses use or adhere to all required environmental monitoring, equipment and procedures, and we utilize third-party contractors to conduct regular environmental audits. Our environmental expenses relate to consultants that we use to perform environmental impact studies for our development projects and control and monitoring procedures. However, as environmental regulations are expected to become more stringent in some of the countries in which we operate, our environmental compliance costs are likely to increase due to the cost of compliance with any future environmental regulations. While we are not aware of any material environmental liabilities related to our ongoing operations, we may be subject to clean-up costs, which we do not expect to be material.
Regulation and Control of Agri-Food Production in Argentina
As of February 25, 2011, the National Office of Commercial Agriculture and Livestock Control (“Oficina Nacional de Control Comercial Agropecuario” or “ONCCA”) was dissolved pursuant to Decree No. 192/2011. The powers previously held by the ONCCA were transferred to the Ministry of Agriculture, Livestock and Fishing (Ministerio de Agricultura, Ganadería y Pesca, or the “Ministry of Agriculture”) of Argentina and to the Internal Consumer Subsidy Coordination and Evaluation Unit (Unidad de Coordinación y Evaluación de Subsidios al Consumo Interno or “UCESCI,” after its acronym in Spanish), an entity created by means of Decree No.
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193/2011. Such entity was then dissolved by means of Decree No. 444/2017, which transferred the powers granted to the UCESCI to the Ministry of Agriculture. As a result, the Ministry of Agriculture is the authority responsible for enforcing the regulations issued by the ONCCA. After the distribution of tasks established in Decree No. 8/2023 issued on December 11, 2023, under the Administration of President Javier Milei, the Ministry of Economy is in charge of monitoring agricultural compliance with commercialization regulations. Ever since, this entity has been the one in charge of promoting strategies to improve market access conditions for agricultural products, in coordination with other areas of the National Public Administration with competence in this area.
Under applicable regulations, all persons involved in the commercialization and manufacturing of grains and dairy products must be registered with the Registry of Operators of the Agro-industrial Chain (Registro Único de Operadores de la Cadena Agroindustrial or “RUCA” after its acronym in Spanish), which provides for the registration of any individual or company involved in the trade and industrialization of food products in the markets for grains, livestock and dairy products and their by-products and derivatives, pursuant to Resolution No. 302/2012, as amended, issued by the Ministry of Agriculture. According to annex I of Resolution No. 21/2017, last amended by Resolution No. 82/2024 of the Federal Secretariat of Agriculture, Livestock and Fisheries, the RUCA has no expiration date, as long as the conditions and requirements established in connection with its granting and validity are met by the operator, and it complies with the obligations imposed by current and future regulations. Grain producers must stock grains at facilities and maintain a record of the grain stock stored at such facilities to be filed with the RUCA. Registration with the RUCA is a mandatory requirement to engage in any of the activities it regulates. Moreover, under the organizational chart approved by Decree No. 293/2024, RUCA is currently coordinated by the Undersecretariat for Agricultural Markets and International Negotiations. Agricultural companies may have additional registration obligations depending on the characteristics of grain purchase operations, such as the ones regulated for grain buyers in Resolution No. 438/2023 of the Secretariat of Agriculture, Livestock and Fishing.
On February 26, 2014, the Public Income Federal Administration (“Administración Federal de Ingresos Públicos”) issued Resolution No. 3,593/14, which became effective on April 1, 2014. This resolution established a Systematic Registration of Movements and Grain Stocks Regime (Régimen de Registración Sistemática de Movimientos y Existencias de Granos), which requires all producers involved in the commercialization and manufacturing of grains and dairy products registered in the RUCA to report the stock and stock variations (including locations, transportation between the producer facilities, etc.) of all grains other agricultural products (other than those to be applied to sowing) held by them or on behalf of a third party.
Violations of any applicable regulations may result in the application of sanctions, including fines, suspensions and the cancellation of the registration, which may, in turn, result in an immediate cessation of activities and closure of facilities.
On April 15, 2021, the Ministry of Agriculture issued Resolution No. 60/2021, which was published in the Official Gazette on April 19, 2021. This resolution specifies that dairy and grain exporters who did not register an establishment in the RUCA must provide additional information.
The Argentine Grain Stabilization Fund (Fondo Estabilizador del Trigo Argentino), created by Decree No. 132/2022 to contribute to the mitigation of the increase in the price per ton of grain bought by Argentine windmills as a result of the conflict between Russia and Ukraine, was repealed by Resolution No. 142/2024 of the Ministry of Economy, which revoked the relevant trust agreement and ordered the liquidation of this Fund.

C.ORGANIZATIONAL STRUCTURE
Corporate Structure

We are a corporation organized under the laws of the Grand Duchy of Luxembourg under the form of a société anonyme. As of April 2026, we held approximately 100% of the limited partnership interests in Adecoagro LP S.C.S., a société en commandite simple organized under Luxembourg law (representing 99.9999% of interests in Adecoagro LP S.C.S.) with the unlimited partnership interest in Adecoagro LP S.C.S. (representing 0.0001% of interests in Adecoagro LP S.C.S.) being owned by Adecoagro GP S.à r.l, a société à responsibilité limitée organized under Luxembourg law and our substantially wholly-owned subsidiary. Adecoagro LP S.C.S. is a holding company with operating subsidiaries owning farmland and facilities throughout Argentina, Brazil and Uruguay. For a diagram of our Organizational structure as of April 2026, please see “Item 4. Information on the Company—A. History and Development of the Company—History.”

As of April 2026, our principal shareholders were Tether Global Investments Fund, S.I.C.A.F., S.A. and Directors, Executive Officers and Company’s employees as a group. See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”
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D.PROPERTY, PLANTS AND EQUIPMENT
See “B. Business Overview—Land Transformation Activities — Our Farms”; “—Property, Plant and Equipment.”
Item 4A.    Unresolved Staff Comments 
Not applicable.
Item 5.    Operating and Financial Review and Prospects
Item 5 of this Annual Report on Form 20-F discusses the Company’s operating and financial review and prospects as of and for the fiscal years ended December 31, 2025 and 2024. For a discussion of the Company’s operating and financial review and prospects as of and for the fiscal years ended December 31, 2024 and 2023, see "Item 5. Operating and Financial Review and Prospects—A. Operating Results— For the year ended December 31, 2024, as compared to year ended December 31, 2023,” and “—B. Liquidity and Capital Resources,” included in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024 filed with the SEC on April 25, 2025 which are incorporated herein by reference.
Overview
We are engaged in agricultural, manufacturing and land transformation activities. Our agricultural activities consist of harvesting certain agricultural products, including crops (soybeans, corn, wheat, peanuts, sunflower, etc.), rough rice, and sugarcane, for sale to third parties and for internal use as inputs in our various manufacturing processes, and producing fluid milk. Our manufacturing activities consist of (i) production and commercialization of fertilizers; (ii) selling manufactured products, including processed peanuts, sunflower rice, sugar, ethanol and energy, among others, (iii) in our milk facilities we produce UHT milk, powder milk and semi-hard cheese, among others; and (iv) providing services, such as grain warehousing and conditioning and handling and drying services, among others. Our land transformation activities consist of the acquisition of farmlands or businesses with underdeveloped or underutilized agricultural land and implementing production technology and agricultural best practices to enhance yields and increase the value of the land. See also “Item 3. Key Information—D. Risk Factors —Risks Related to the Countries in Which We Operate—Laws on the foreign ownership of rural properties may adversely affect our results of operations and future investments in rural properties.”
We are organized into three main lines of business: (i) Sugar, Ethanol and Energy; (ii) Fertilizers and (iii) Farming. These lines of business consist of five reportable operating segments, which are evaluated by the chief operating decision-maker based upon their economic characteristics, the nature of the products they offer, their production processes and their type and class of customers and distribution methods. Our Farming business is comprised of three reportable operating segments: Crops, Rice and Diary Segments. Our Sugar, Ethanol and Energy line of business, as well as our Fertilizers line of business are also a reportable operating segment. See “—Operating Segments” for a discussion of our five operating reportable segments.
There are significant economic differences between our agricultural and manufacturing activities. In addition to our agricultural activities, we perform manufacturing activities in the Crops (including peanut and sunflower products), Dairy, Rice and Sugar, Ethanol and Energy segments. The table below sets forth our agricultural and manufacturing activities by segment.
Segment   Agricultural Product Manufactured Product and Services Rendered
Crops Soybean, Corn, Wheat, Sunflower and Peanuts among others Industrialized peanuts and sunflower, grain drying and conditioning
Rice   Rough rice White rice and brown rice and snacks
Dairy   Fluid milk
UHT milk, powder milk and semi-hard cheese, among others
Sugar, Ethanol and Energy Sugarcane Sugar, Ethanol and Energy
In the case of our Fertilizers business, we are specialized in the production and commercialization of fertilizers for agricultural production, primarily granulated urea. Furthermore, we commercialize other nutrients and special blends to optimize crop yields in a sustainable way.
Agricultural Activities
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Our agricultural activities involve the management of the biological transformation of biological assets into agricultural produce for sale to third parties, or into agricultural products that we use in our manufacturing activities. We measure our biological assets and agricultural produce in accordance with IAS 41 "Agriculture." IAS 41 requires biological assets to be measured on initial recognition and at each balance sheet date at their fair value less cost to sell, with changes in fair value recognized in the statement of income as they occur. As market prices are generally not available for biological assets while they are growing, we use the present value of expected net cash flows as a valuation technique to determine fair value, as further discussed below in Note 32 to the Consolidated Financial Statements. In addition, agricultural produce at the point of harvest is measured at fair value less cost to sell, which is generally determined by reference to the quoted market price in the relevant market. Consequently, the gains and losses arising on initial recognition and changes in fair value of our biological assets and the initial recognition of our agricultural produce at the point of harvest are accounted for in the statement of income in the line item "Initial recognition and changes in fair value of biological assets and agricultural produce."
After agricultural produce is harvested, we may hold it in inventory at net realizable value up to the point of sale, which includes market selling price less direct selling expenses, with changes in net realizable value recognized in the statement of income when they occur. When we sell our inventory, we sell at the prevailing market price and we incur direct selling expenses.
We generally recognize the agricultural produce held in inventory at net realizable value with changes recognized in the statement of income as they occur. Therefore, changes in net realizable value represent the difference in value from the last measurement through the date of sale on an aggregated basis.
We consider gains and losses recorded in the line items of the statement of income "Initial recognition and changes in fair value of biological assets and agricultural produce" and "Changes in net realizable value of agricultural produce after harvest" to be realized only when the related produce or manufactured product is sold to third parties and, therefore, converted into cash or other financial assets. Therefore, "realized" gains or losses mean that the related produce or product has been sold and the proceeds are included in revenues for the year. See Note 32 to the Consolidated Financial Statements for a discussion of the accounting treatment, financial statement, presentation and disclosure related to our agricultural activities.
Manufacturing Activities
The gross profit of our manufacturing activities is a function of our sales of manufactured products and services rendered and the related costs of manufacturing those products or delivering those services. We recognize an amount of revenue representing the actual dollar amount collected or to be collected from our customers. Our principal costs consist of raw materials, labor and social security expenses, maintenance and repairs, depreciation, lubricants and other fuels, among others. We obtain our raw materials principally from our own agricultural activities and, to a lesser extent, from third parties.
Land Transformation activities
Our Land Transformation activities generally include two types of activities. We generally acquire on of farmlands or businesses with underdeveloped or underutilized agricultural land (land which we have identified as capable of being transformed into more productive farmland by enhancing yields and increasing its future value). When we acquire a farmland business for an acquisition price below its estimated fair value, we recognize an immediate gain (a "purchase bargain gain"). The land acquired is recognized at its fair value at the acquisition date and is subsequently recorded under the revaluation model based on periodic, but at least annual, valuations prepared by an external independent expert.
We also may realize the value of fully developed and transformed farmland through their strategic disposition. Once we believe certain land has reached full growth potential, we may decide to realize such incremental value through the disposition of the land.
The results of these two activities (purchase bargain gains as a result of opportunistic acquisitions of businesses with underdeveloped or underutilized land below fair market value, and gains on dispositions reflecting the ultimate realization of cash value on dispositions of transformed farmlands) are included in the segment of which farms operate (meaning rice or crops).

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A. OPERATING RESULTS

Trends and Factors Affecting Our Results of Operations

Comparability

Following the completion of the acquisition of Profertil on December 18, 2025, for the year ended December 31, 2025, the statement of income includes the consolidation of the results of operations of Profertil for the period from December 18, 2025 (the acquisition date) through December 31, 2025 (a 13-day period), and (ii) the results of Profertil recognized under the equity method for the period from December 10, 2025 (the date of acquisition of the equity method investment, included in “Other operating income, net” ) through December 17, 2025. For further information, see Notes 3 and 21 to our Consolidated Financial Statements.

Effects of Yield Fluctuations
The occurrence of severe adverse weather conditions, especially droughts, hail, floods or frost, are unpredictable and may have a potentially devastating impact on agricultural production and may otherwise adversely affect the supply and prices of the agricultural commodities that we sell and use in our business. The effects of severe adverse weather conditions may also reduce yields at our farms. Yields may also be affected by plague, disease or weed infection and operational problems, such as Spiroplasma disease, which affected corn yield during the 2023/2024 harvest season. See “Item—3. Key Information—D. Risk Factors—Risks Related to Our Business and Industries—Unpredictable weather conditions, including as a result of climate change, pest infestations and diseases may have an adverse impact on agricultural production.”

The following table sets forth our average crop, rice and sugarcane yields per hectare for the periods indicated:

  2024/2025 2023/2024 % Change
Harvest Year
Harvest Year
2024/2025 -2023/2024
Corn (1)
 5.7  5.2  9.6  %
Soybean 2.5  2.6  (3.8) %
Wheat (2)
 2.5  3.1  (19.4) %
Peanut 3.3  3.6  (8.3) %
Sunflower 2.1  1.7  23.5  %
Rice 8.0  6.1  31.1  %
Sugarcane
 68.0  69.8  (2.5) %

(1) Includes sorghum.
(2) Includes barley.


Effects of Fluctuations in Production Costs
We experience fluctuations in our production costs due to the fluctuation in the costs of fertilizers, agrochemicals, seeds, gas, fuel, farm leases and labor. The use of advanced technology, however, allows us to increase our efficiency, in large part mitigating the fluctuations in production costs. Some examples of how the implementation of production technology has allowed us to increase our efficiency and reduce our costs include the use of no-till technology (also known as “direct sowing,” which involves farming without the use of tillage, leaving plant residues on the soil to form a protective cover which positively impacts costs, yields and the soil), crop rotation, second harvest in one year, integrated pest management, and balanced fertilization techniques to increase the productive efficiency in our farmland. Increased mechanization of harvesting and planting operations in our sugarcane plantations and utilization of modern, high-pressure boilers in our sugar and ethanol mills has also yielded higher rates of energy production per ton of sugarcane milled. In addition, we reuse all the waste from our sugar cane processing, which together with the ashes from the boilers, and the filter cake, undergo a composting process and are used as organic fertilizer to grow sugarcane, allowing us to reduce chemical fertilizer consumption, while contributing to the environment. We also use manure in our dairy farms to generate electricity with biodigesters. In our Fertilizers business, we rely on short- to medium-term gas contracts to secure natural gas supply for our fertilizer plant at fixed prices, which mitigates price volatility associated with seasonal demand.
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Effects of Fluctuations in Commodities Prices
Commodity prices have historically experienced substantial fluctuation. For example, between January 1, 2025 and December 31, 2025, sugar prices decreased by 22.1%, according to Intercontinental Exchange of New York (“ICE-NY”) data, and ethanol prices increased by 9.7%, according to Escola Superior de Agricultura “Luiz de Queiroz” (“ESALQ”) data. Also, based on Chicago Board of Trade (“CBOT”) data, from January 1, 2025 to December 31, 2025, soybean prices increased 3.2% and corn prices decreased by 4.0%. In addition, according to Green Markets data, granular urea prices increased 8.4% from January 1, 2025 to December 31, 2025. Commodity price fluctuations affect our consolidated statements of income, as they have an effect over:
•the initial recognition and changes in the fair value of biological assets and agricultural produce in respect of unharvested biological assets undergoing biological transformation;
•changes in net realizable value of agricultural produce for inventory carried at its net realizable value; and
•sales of manufactured products and agricultural produce to third parties.
The following graphs show the spot market price of some of our main products between December 31, 2019 and December 31, 2025, highlighting the period between January 1 and December 31, 2025:
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comm prices.jpg
(1)    Source: CBOT
(2)    Source: ICE-NY
(3)    Source: ESALQ
(4)    Source: Green Markets

Fiscal Year and Harvest Year
Our fiscal year begins on January 1 and ends on December 31 of each year. However, our production is based on the harvest-year for each of our crops and rice. A harvest-year varies according to the crop or rice plant and the climate in which it is grown. Due to the geographic diversity of our farms, the planting period for a given crop or rice may start earlier on one farm than on another, causing differences for their respective harvesting periods. The presentation of production volume (tons) and production area (hectares) in this report in respect of the harvest-years for each of our crops and rice starts with the first day of the planting period at the first farm to start planting in that harvest-year to the last day of the harvesting period of the crop or rice planting on the last farm to finish harvesting that harvest-year.
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On the other hand, production volumes for fertilizers, dairy, processed rice and production volume and production area for sugar, ethanol and energy business, along with the financial results in respect of our products are presented on a fiscal-year basis.

Effects of Fluctuations of the Production Area
Our results of operations also depend on the size of the production area. The size of our owned and leased area devoted to crop, rice and sugarcane production fluctuates from period to period in connection with the purchase and development of new farmland, the sale of developed farmland, the lease of new farmland and the termination of existing farmland lease agreements. Lease agreements are usually settled following the harvest season, from July to September for crops and rice, and from May to April for sugarcane. The length of the lease agreements is usually one year for crops, one to five years for rice and seven years for one-cycle sugarcane or 14 years for a two-cycle of sugarcane. Regarding crops, the production area can be planted and harvested once or twice per year. For example, wheat can be planted in July and harvested in December. Once harvested, soybean can be planted in the same area and harvested in April. As a result, planted and harvested areas can maximize their production in any given year. The production area for sugarcane can exceed the harvested area in one year. Grown sugarcane can be left in the fields and then harvested the following year.
The following table sets forth the production area for the periods indicated:
  Year ended December 31,
  2025 2024 2023
Chg (%) 2025-2024
 Chg (%) 2024-2023
    Hectares  
Crops (1)
 196,564  193,949  176,984  1.3  % 9.6  %
Rice 64,438  58,452  55,648  10.2  % 5.0  %
Sugar, Ethanol and Energy 228,640  212,996  198,747  7.3  % 7.2  %
(1) Does not include second crop and forage area.
The increase in sugar, ethanol and energy production area in 2025 is explained by an increase in the leased space to ensure the sufficiency of our sugarcane supply during the entire year in accordance with our long-term growth plan, as well as in our rice operations, in which we invested in the development of croppable land given international prices, margins and long-term strategy for the business.
Macroeconomic Developments in Emerging Markets

We generate nearly all of our revenue from the production of food, fertilizers and renewable energy in emerging markets. Therefore, our operating results and financial condition are directly impacted by macroeconomic and fiscal developments, including fluctuations in currency exchange rates, inflation and interest rate fluctuations, in those markets. The emerging markets where we conduct our business (including Argentina, Brazil and Uruguay) remain subject to such fluctuations. See “Item 3. Key Information—D. Risk Factors—Risks Related to the Countries in Which We Operate—Our results of operations and financial condition are dependent upon economic conditions in the emerging countries in which we operate” and “—Economic and political conditions in the countries in which we operate, and the perception of these conditions in international markets, may adversely impact our business, our access to the capital and debt markets, and our results of operations and financial condition.”

Moreover, economic conditions of the countries in which we operate may be impacted by inflation over domestic prices, which may result in higher costs and affect our revenues. High inflation rates may undermine the conditions that allow us to grow in those countries and induce to macroeconomic volatility, affecting overall competitiveness, increasing social and economic inequality, reducing employment, consumption and the level of economic activity and undermining confidence in the banking system, which could further limit domestic and international credit availability. In 2025, inflation in local currency in Argentina, Brazil and Uruguay was 31.5%, 4.26% and 3.65%, respectively. We present our results of operations adjusted by the effect of hyperinflationary accounting policies and translation for our Argentine operations according to IAS 29 (see “Presentation of Financial and Other Information—Financial reporting in a hyperinflationary economy). For further detail on the impact of inflation, see “Item 3. Key Information—D. Risk Factors—Risks Related to the Countries in Which We Operate—Inflation in some of the countries in which we operate, along with governmental measures to curb inflation, may have a significant negative effect on the economies of those countries and, as a result, on our financial condition and results of operations.”

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In addition, government policies enacted in the countries in which we operate may have a material impact, or could materially affect, the Company’s operations. See “Item 3. Key Information—D. Risk Factors—Risks related to Our Business and Industries—Governmental policies reducing the amount of ethanol required to be added to gasoline, or eliminating tax incentives for flex-fuel vehicles, may adversely affect our business” and “—Our business is subject to significant governmental regulation, which may adversely affect our results of operations and financial condition.” See also “Item 4—Information on the Company—B. Business Overview,” for additional information concerning macroeconomic events.

Effects of Export Taxes on Our Products

The following table shows the export taxes applicable to our products as of December 31, 2025:

Product Export tax
Soybean and derivatives 24%
Corn 8.5%
Wheat 7.5%
As local prices are determined by taking into consideration export parity references, any increase or decrease in export taxes would affect our results of operations.

Effects of Foreign Currency Fluctuations

Each of our Argentine, Brazilian and Uruguayan subsidiaries use local currency as its functional currency. A significant portion of our operating costs in Argentina are denominated in Argentine Pesos and most of our operating costs in Brazil are denominated in Brazilian Reais. For each of our subsidiaries’ statements of income, foreign currency transactions are translated to local currency, as such subsidiaries’ functional currency, using the exchange rates prevailing as of the dates of the relevant specific transactions. Exchange differences resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of income under “finance income” or “finance costs,” as applicable. Our Consolidated Financial Statements are presented in U.S. dollars, and foreign exchange differences that arise in the translation process are disclosed in the consolidated statement of comprehensive income.

As of December 31, 2025, the Argentine Peso-U.S. dollar exchange rate was Ps. 1,455.0 per U.S. dollar as compared to Ps. 1032.0 per U.S. dollar as of December 31, 2024. As of December 31, 2025, the Real-U.S. dollar exchange rate was R$5.50 per U.S. dollar as compared to R$6.19 per U.S. dollar as of December 31, 2024.

The following graph shows the Argentine Peso-U.S. dollar rate and the real-U.S. dollar rate of exchange between December 31, 2019 and December 31, 2025, highlighting the period between January 1 and December 31, 2025:
ARS BRL.jpg

(1)    Source: Bloomberg
Our principal foreign currency fluctuation risk involves changes in the value of the Brazilian Reais and the Argentine Peso relative to the U.S. dollar. Periodically, we evaluate our exposure and consider opportunities to mitigate the effects of currency fluctuations by entering into currency forward contracts and other hedging instruments.
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Seasonality

Our business activities are inherently seasonal. With the implementation of the "continuous harvest method,” sugarcane production is more stable during the year; however, the typical harvesting period in Brazil begins between April and May and ends between November and December. Sales of ethanol are generally concentrated during off-season to capture higher seasonal prices. Approximately 60% to 65% of our fertilizer sales occur in the second half of the year, driven by the crop planting season in Argentina, with peak volumes between August and November. We generally harvest and sell corn, soybean, rice, peanut and sunflower between February and August, and wheat from December to January. Sales in other business segments, such as in our Dairy segment, tend to be more stable. However, milk sales are generally higher during the fourth quarter, when weather conditions are more favorable for production. As a result of the above factors, there may be significant variations in our results of operations from one quarter to another, since planting activities may be more concentrated in one quarter compared to another. In addition, our quarterly results may vary as a result of the effects of fluctuations in commodity prices and production yields and costs related to the “Initial recognition and changes in fair value of biological assets and agricultural produce” line item. See Note 32 to the Consolidated Financial Statements.

Capital Expenditures and Other Investments

Capital expenditures totaled US$938.0 million, US$274.2 million and US$250.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. Our capital expenditures during the last three years consisted mainly of expenses related to (i) transforming and increasing the productivity of our land, (ii) planting sugarcane and (iii) expanding and upgrading our production facilities, such as our biomethane project in Brazil; along with capital investments aimed at enhancing processing capacity in our dairy facilities in Argentina. In addition to these projects in 2025, we invested in the acquisition of a 90% stake in Profertil, the largest producer of granular urea in South America.

Effects of Corporate Taxes on Our Income

We are subject to a variety of taxes on our results of operations. The following table shows the applicable income tax rates in effect for 2025:
  Tax Rate (%)
Argentina (1)
 35
Brazil 34
Uruguay 25
Spain 25
Luxembourg 24.94
Chile 27
________________________________________________________________________________________________
(1)Includes the Social Contribution on Net Profit (Contribuição Social Sobre o Lucro Líquido).

Operating Segments

Following the completion of the acquisition of Profertil on December 18, 2025, the Company’s CODM reassessed and updated the Company’s internal organizational and management structure and the manner in which operating results are reviewed for purposes of assessing performance and allocating resources. As a result of this acquisition, the Company defined a new segment, Fertilizers, which includes mainly the manufacturing and commercialization of fertilizers. For the year ended December 31, 2025, the Fertilizers segment includes (i) the consolidation of the results of operations of Profertil for the period from December 18, 2025 (the acquisition date) through December 31, 2025 (a 13-day period), and (ii) the results of Profertil recognized under the equity method for the period from December 10, 2025 (the date of acquisition of the equity method investment, included in “Other operating income, net” ) through December 17, 2025. For further information, see Notes 3 and 21 to our Consolidated Financial Statements.

As a result, the Company now operates three reportable segments: (i) Sugar, Ethanol and Energy, (ii) Fertilizers and (iii) Farming.

According to IFRS 8, operating segments are identified based on the ‘management approach’. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the Company’s CODM in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Management Committee.
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IFRS 8 stipulates external segment reporting based on the Company’s internal organizational and management structure and on internal financial reporting to the CODM.

As a result, beginning in December 2025, the Company operates in three operating segments: “Sugar, Ethanol and Energy,” “Fertilizers”, and “Farming,” and segment information presented in this note is prepared based on the internal reports that are regularly reviewed by the CODM.

–The “Sugar, Ethanol and Energy” segment consists of cultivating sugarcane which is processed in owned sugar mills, transformed into ethanol, sugar and electricity, in addition to biomethane and then marketed;

–The “Fertilizers” segment consists of the production and commercialization of fertilizers, mainly granular urea;

–The “Farming” segment is further comprised of three reportable segments:

•“Crops” segment, which consists of the planting, harvesting and sale of grains, oilseeds and fibers (including wheat, corn, soybeans, peanuts, cotton and sunflowers, among others), and to a lesser extent the provision of grain warehousing/conditioning and handling and drying services to third parties. Each underlying crop in this segment does not represent a separate operating segment. Management seeks to maximize the use of the land through the cultivation of one or more type of crops. Types and surface amount of crops cultivated may vary from harvest-year to harvest-year depending on several factors, some of them out of our control. Management is focused on the long-term performance of productive land, and to that extent, our performance is assessed considering the aggregated combination, if any, of crops planted in the land. A single manager is responsible for the management of operating activity of all crops rather than for each individual crop.

•“Rice” segment, which consists of the planting, harvesting, processing and marketing of rice, and the genetic development of seeds; and

•“Dairy” segment, which consists of the production and sale of raw milk and industrialized products, including UHT milk, cheese and powdered milk among others.

To evaluate the economic performance of our businesses on a monthly basis, the results of operations of our Argentine subsidiaries are based on monthly data adjusted for inflation and converted into the average exchange rate of the U.S. dollar for each month. These converted figures are not readjusted and reconverted subsequently. We also employ this methodology to translate the results of operations of our subsidiaries in countries without hyperinflationary economies, as it allows for a more accurate analysis of the integral economic performance of their businesses.

Key Financial and Operating Data

The following tables present selected sales, volumes, processing, planted areas and land use data solely for the periods indicated below:
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  For the year ended December 31,
  2025 2024
Chg (%) 2025-2024
Sales (In thousands of $)
Farming Business 739,719  810,953  (8.8) %
Crops 241,587  249,196  (3.1) %
Soybean(1)
 72,239  72,998  (1.0) %
Corn(2)
 46,896  56,125  (16.4) %
Wheat(3)
 23,019  22,942  0.3  %
Peanut 59,947  59,310  1.1  %
Sunflower 12,894  10,769  19.7  %
Cotton Lint 4,904  3,893  26.0  %
Other crops(4)
 21,688  23,159  (6.4) %
Rice(5)
 214,216  260,440  (17.7) %
Dairy(6)
 283,916  301,317  (5.8) %
Sugar, Ethanol and Energy Business 656,868  707,954  (7.2) %
Sugar 265,687  391,738  (32.2) %
Ethanol 337,550  265,154  27.3  %
Energy 37,198  33,795  10.1  %
Others(8)
 16,433  17,267  (4.8) %
Fertilizers
 31,147  —  n.a.
Total 1,427,734  1,518,907  (6.0) %
(1)    Includes soybean, soybean oil and soybean meal. Does not include $8.7 million in 2025 and $6.5 million in 2024 related to soybean planted in Brazil as cover crop during the implementation of the agricultural technique known as meiosis. Revenues corresponding to the sale of this product are booked in the Sugar, Ethanol and Energy business.
(2)    Includes sorghum.
(3)     Includes barley.
(4)    Includes other crops, such as chickpeas and beans. Includes seeds and farming services.
(5)    Includes sales of processed rice including rough rice purchased from third parties and processed in our own facilities, rice seeds and services.
(6)    Includes sales of energy from our biodigester ($4.0 million in 2025 and $3.2 million in 2024), which produces biogas from effluents of our cows.
(7)    Includes soybean sales (cover crop), carbon credit sales, operating leases and other services.

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2024/2025 2023/2024
Harvest Harvest Chg (%) 2024/2025-2023/2024
Production Year (1) Year (1)
Farming Business    
 Crops (tons)(2)
 732,340  743,514  (1.5) %
   Soybean (tons) 230,439  234,064  (1.5) %
   Corn (tons)(3)
 265,511  310,497  (14.5) %
   Wheat (tons)(4)
 118,371  88,207  34.2  %
   Peanut (tons) 83,406  87,586  (4.8) %
   Sunflower (tons) 26,480  18,500  43.1  %
   Cotton Lint (tons) 2,238  2,207  1.4  %
   Others 5,895  2,453  140.3  %
 Rice (tons)(5)
 513,885  357,980  43.6  %
    
(1)    The table reflects the production in respect of harvest-years as of December 31.
(2)    Crop production does not include 336,000 tons and 320,839 tons of forage produced as of December 31, in the 2024/2025 and 2023/2024 harvest-years, respectively.
(3)    Includes sorghum.
(4)    Includes barley.
(5)    Expressed in tons of long grain rice equivalent produced on owned and leased farms. The long grain rice equivalent we produce, along with additional rice we purchase from third parties, is ultimately processed and constitutes the product sold in respect of the rice business.


  For the year ended December 31,
  2025 2024
Chg (%) 2025-2024
Processed rice(1) (tons)
 295,980  277,164  6.8  %
Dairy(2) (thousand liters)
 197,412  199,096  (0.8) %
Processed Milk(3) (thousand liters)
 411,720  354,457  16.2  %
Sugar, Ethanol and Energy Business
Sugar (tons) 600,383  832,389  (27.9) %
Ethanol (cubic meters) 588,004  532,715  10.4  %
Energy(4) (MWh)
 676,389  743,488  (9.0) %
(1)    Includes rough rice purchased from third parties and processed in our own facilities. Expressed in tons of rough rice (one ton of processed rice is approximately equivalent to 1.6 tons of rough rice).
(2)    Raw milk produced at our dairy farms.
(3)    Consists of our and third parties’ raw milk processed in our industrial facilities of Morteros and Chivilcoy.
(4)    Energy exported to the grid in Brazil.
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2024/2025 2023/2024 Chg (%) 2024/2025-2023/2024
Harvest Harvest
Planted Area Year (1) Year
    (Hectares)
Farming Business
    
Crops 240,542  220,425  9.1  %
Soybean(1)
 92,446  88,681  4.2  %
Corn(1)(2)
 46,883  59,591  (21.3) %
Wheat(3)
 47,820  28,142  69.9  %
Peanut 25,352  24,282  4.4  %
Sunflower 12,609  10,832  16.4  %
Cotton 4,890  5,199  (5.9) %
Others 10,542  3,698  185.1  %
Rice 64,438  58,452  10.2  %
Total Planted Area 304,980  278,877  9.4  %
Second Harvest Area 43,978  26,476  66.1  %
Leased Area 161,945  153,044  5.8  %
Owned Croppable Area
 99,056  99,357  (0.3) %
(1)    Includes hectares planted in the second harvest.
(2)    Includes sorghum.
(3)    Includes barley.

  For the year ended December 31,
  2025 2024
Chg (%) 2025-2024
Sugar, Ethanol and Energy Business    
Sugarcane plantation 228,640  212,996  7.3  %
Owned land 12,951  12,951  —  %
Leased land 215,689  200,045  7.8  %


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For the year ended December 31, 2025, as compared to year ended December 31, 2024
The following table sets forth certain financial information with respect to our consolidated results of operations for the years indicated.
  2025 2024
Chg (%) 2025-2024
  (In thousands of $)
Revenue 1,427,734  1,518,907  (6.0) %
Cost of revenue (1,178,507) (1,198,715) (1.7) %
Initial recognition and changes in fair value of biological assets and agricultural produce 95,610  143,081  (33.2) %
Changes in net realizable value of agricultural produce after harvest 6,439  (28,437) (122.6) %
Margin on manufacturing and agricultural activities before operating expenses 351,276  434,836  (19.2) %
General and administrative expenses (122,122) (103,880) 17.6  %
Selling expenses (161,134) (153,482) 5.0  %
Other operating income, net 26,285  4,824  444.9  %
Profit from operations 94,305  182,298  (48.3) %
Finance income 35,105  16,808  108.9  %
Finance costs (127,134) (166,441) (23.6) %
Other financial results - Net (loss) / gain of inflation effects on monetary items (9,209) 2,421  (480.4) %
Financial results, net (101,238) (147,212) (31.2) %
(Loss) / profit before income tax (6,933) 35,086  (119.8) %
Income tax benefit / (expense) 174  57,015  (99.7) %
(Loss) / profit for the year (6,759) 92,101  (107.3) %
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Revenue
For the year ended December 31, Sugar, Ethanol and Energy
Fertilizers
 Crops Rice Dairy Total
(In thousands of $)
2025 656,868  31,147  241,587  214,216  283,916  1,427,734 
2024 707,954  —  249,196  260,440  301,317  1,518,907 

Revenue decreased 6.0%, from US$1,518.9 million for the year ended December 31, 2024, to US$1,427.7 million for the same period in 2025, primarily as a result of:
•a US$51.1 million decrease in our Sugar, Ethanol and Energy business, mainly due to: (i) a 12.5% decrease in average sugar price, from US$463.2 per ton for the year ended December 31, 2024 to US$405.5 per ton for the same period in 2025; and (ii) a 22.5% and 3.0% decrease in volumes of sugar and energy sold, respectively, driven by a 4.8% year-over-year decline in crushing volumes, combined with our strategy to prioritize ethanol production during the second half of 2025 given more favorable margins. As a result, sugar and energy volumes sold decreased from 845.8 thousand tons and 844.7 thousand MWh for the year ended December 31, 2024 to 655.2 thousand tons and 819.7 thousand MWh for the same period in 2025. These effects were partially offset by a 16.7% increase in ethanol volumes sold, from 550.3 thousand cubic meters for the year ended December 31, 2024 to 642.0 thousand cubic meters for the same period in 2025.
•a US$46.2 million decrease in our Rice segment, mainly driven by: (i) a 23.3% decrease in the price of white rice, from US$799.1 per ton for the year ended December 31, 2024 to US$613.0 per ton for the same period in 2025, partially offset by an 11.8% increase in total white rice volume sold, from 268.9 thousand tons for the year ended December 31, 2024 to 300.7 thousand tons for the same period in 2025; and (ii) a negative impact of US$2.9 million due to the application of hyperinflation accounting and translation to our Argentine operations for the year ended December 31, 2025, compared to a positive impact of US$12.2 million for the same period in 2024.
•a US$17.4 million decrease in our Dairy segment, mainly due to a negative impact of US$9.4 million from the application of hyperinflation accounting and translation to our Argentine operations for the year ended December 31, 2025, compared to a positive impact of US$17.2 million for the same period in 2024. In addition, average selling prices for final products decreased from US$0.76 per liter for the year ended December 31, 2024 to US$0.62 per liter for the same period in 2025. These effects were partially offset by higher volumes of equivalent raw milk sold, primarily from final products, increasing from 366.5 million liters for the year ended December 31, 2024 to 413.3 million liters for the same period in 2025.
•a US$7.6 million decrease in our Crops segment, mainly driven by: (i) a general decrease in commodity prices during the year ended December 31, 2025; and (ii) a negative impact of US$5.9 million from the application of hyperinflation accounting and translation to our Argentine operations for the year ended December 31, 2025, compared to a positive impact of US$13.1 million for the same period in 2024. These effects were partially offset by higher volumes sold, primarily driven by sunflower, which increased from 15.6 thousand tons in 2024 to 25.8 thousand tons in 2025, as well as higher peanut and wheat volumes, which increased from 36.4 thousand tons and 106.6 thousand tons in 2024 to 46.2 thousand tons and 123.5 thousand tons in 2025, respectively.

These effects were partially offset by:

•US$31.1 million of revenues generated by our Fertilizers business (following the acquisition of Profertil S.A. on December 18, 2025, we consolidated the results of operations of this business in our financial statements for a 13-day period from the acquisition date through December 31, 2025). Revenues were primarily driven by the sale of 52.9 thousand tons of urea at an average selling price of US$455 per ton, as well as 91 thousand tons of ammonia at an average selling price of US$911 per ton.

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The following table sets forth the breakdown of sales for the years indicated.
  Year ended December 31, Year ended December 31, Year ended December 31,
  2025 2024 % Chg 2025 2024 % Chg 2025 2024 % Chg
  (In millions of $) (In thousands of tons) (In $ per ton)
Soybean 72.2 73.0  (1.0) % 247.5  225.7  9.7  % 291.9  323.4  (9.7) %
Corn(1)
 46.9 56.1  (16.4) % 270.9  302.5  (10.4) % 173.1  185.6  (6.7) %
Wheat(2)
 23.0 22.9  0.3  % 123.5  106.6  15.9  % 186.4  215.1  (13.3) %
Peanut 59.9 59.3  1.1  % 46.2  36.4  26.9  % 1,297.9  1,631.3  (20.4) %
Sunflower 12.9 10.8  19.7  % 25.8 15.6 65.4  % 500.0  690.0  (27.5) %
Others 26.6 27.1  (1.7) %
Total 241.6  249.2  (3.1) %
(1) Includes sorghum.
(2) Includes barley.

The following table sets forth the breakdown of sales of manufactured products for the years indicated.
  For the year ended December 31, For the year ended December 31, For the year ended December 31,
  2025 2024 Chg % 2025 2024 Chg % 2025 2024 Chg %
  (in millions of $) (in thousand units) (in dollars per unit)
Ethanol (cubic meters) 337.6  265.2  27.3  % 642.0  550.3  16.7  % 525.8  481.8 9.1  %
Sugar (tons) 265.7  391.7  (32.2) % 655.2  845.8  (22.5) % 405.5  463.2  (12.5) %
Energy (MWh) 37.2  33.8  10.1  % 819.7  844.7  (3.0) % 45.4  40.0  13.4  %
Others 16.4  17.3  (4.8) %            
TOTAL 656.9  708.0  (7.2) %

The following chart sets forth the variables that impact our Sugar and Ethanol sales: 
agroitem5a3a20.jpg
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The following chart sets forth the variables that impact our Energy sales:
agrotem5a4a20.jpg
(*) On average, one metric ton of sugarcane contains 140 kilograms of TRS. While a mill can produce either sugar or ethanol, the TRS input requirements differ between these two products. On average, 1.045 kilograms of TRS are required to produce 1.0 kilogram of sugar, while 1.691 kilograms of TRS are required to produce one liter of ethanol.

Cost of revenue
For the year ended December 31, Sugar, Ethanol and Energy
Fertilizers
 Crops Rice Dairy Total
(In thousands of $)
2025 (482,747) (22,184) (231,429) (191,870) (250,277) (1,178,507)
2024 (498,840) —  (226,333) (218,295) (255,247) (1,198,715)

For the agricultural produce sold to third parties (i.e., soybean, corn, wheat and fluid milk), the value of Cost of Revenue is equal to the value of Revenues. The profit of these products is fully recognized under the line items “Initial recognition and changes in fair value of biological assets and agricultural produce” and “Changes in net realizable value of agricultural produce after harvest.” When the agricultural produce is sold to third parties, we do not record any additional profit as the gain or loss has already been recognized.

The profit of our manufactured products sold to third parties (i.e., sugar, ethanol, energy, white rice, processed milk and peanut) is recognized when products are sold. The Cost of Revenue of these products includes, among others, the cost of the agricultural produce (i.e., harvested sugarcane and rough rice), which is the raw material used in the industrial process and is transferred internally from the farm to the industry at fair market value.
Cost of manufactured products sold, and services rendered decreased 1.7%, from US$1,198.7 million during the 12-month period ended December 31, 2024, to US$1,178.5 million for the same period in 2025. This decrease was primarily due to:
•a US$26.4 million decrease in our Rice segment, mainly driven by lower production costs due to a decline in rough rice prices, reflecting a regional oversupply, coupled with a positive impact of US$2.3 million from the application of hyperinflation accounting and translation to our Argentine operations for the year ended December 31, 2025, compared to a negative impact of US$10.0 million for the same period in 2024;
•a US$16.1 million decrease in our Sugar, Ethanol and Energy business, mainly due to an 8.4% year-over-year decline in total TRS equivalent produced. This decrease was primarily driven by lower sugarcane crushing volumes and reduced agricultural yields compared to the prior year, as a result of dry weather conditions and limited cumulative rainfall during 1Q25, with above-average rainfall in April supporting yield recovery but slowing our crushing pace; and
•a US$5.0 million decrease in our Dairy segment, mainly driven by lower production costs resulting from reduced raw milk sourcing prices, reflecting lower international commodity prices, coupled with a positive impact of US$8.4 million from the application of hyperinflation accounting and translation to our Argentine operations for the year ended December 31, 2025, compared to a negative impact of US$13.5 million for the same period in 2024.


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These effects were partially offset by:

•US$22.2 million of cost of revenues from our Fertilizers business, corresponding to production sold during the 13-day period for which results of Profertil were consolidated; and
•a US$5.1 million increase in our Crops segment, primarily driven by higher volumes sold, consistent with the increase in revenues, partially offset by a positive impact of US$6.1 million from the application of hyperinflation accounting and translation to our Argentine operations for the year ended December 31, 2025, compared to a negative impact of US$12.4 million for the same period in 2024.


Initial Recognition and Changes in Fair Value of Biological Assets and Agricultural Produce 
Year ended December 31, Sugar, Ethanol and Energy
Fertilizers
 Crops Rice Dairy Total
(In thousands of $)
2025 59,024  —  (1,748) 16,412  21,922  95,610 
2024 41,166  —  33,050  53,436  15,429  143,081 
 
Initial recognition and changes in fair value of biological assets and agricultural produce decreased 33.2%, from US$143.1 million for the year ended December 31, 2024, to US$95.6 million for the same period in 2025. This decrease was mainly due to:

- a US$37.0 million decrease in our Rice segment, from a gain of US$53.4 million for the year ended December 31, 2024 (US$27.1 million of which were realized gains) to a gain of US$16.4 million for the same period in 2025 (US$11.5 million of which were realized gains). This decrease was in turn due to:

•a US$18.5 million decrease in the recognition at fair value of harvested rice at the point of harvest, as adjusted for sales costs, from US$34.7 million for the year ended December 31, 2024 to a gain of US$16.2 million for the same period in 2025. Despite a 31.1% increase in yields, from 6.1 tons per hectare for the year ended December 31, 2024 to 8.0 tons per hectare for the same period in 2025, lower year-over-year gains were driven by lower rough rice prices, coupled with a negative impact of US$0.7 million from hyperinflation accounting and translation for our Argentine operations for the year ended December 31, 2025, compared to a positive impact of US$7.7 million for the same period in 2024. In addition, there was a US$10.2 million decrease in the fair value of non-harvested rice, from a US$11.1 million gain for the year ended December 31, 2024 to a gain of US$0.9 million for the same period in 2025, mainly driven by lower expected margins for the 2025/26 campaign.

- a US$34.8 million decrease in our Crops segment from a gain of US$33.1 million for the year ended December 31, 2024 (US$18.2 million of which were realized gains) to a loss of US$1.7 million for the same period in 2025 (US$0.2 million of which were realized losses). This decrease was in turn primarily due to:
•a US$29.3 million decrease in the recognition at fair value of harvested crops, as adjusted for sales costs, from a gain of US$26.9 million for the year ended December 31, 2024 to a loss of US$2.4 million for the same period in 2025, mainly driven by lower crop prices at harvest, mainly driven by lower crop prices at harvest, particularly in soybean, corn and wheat;

These effects were partially offset by:
- a US$6.5 million increase in our Dairy segment, from US$15.4 million for the year ended December 31, 2024 (including US$45.0 million of realized gains) to US$21.9 million for the same period in 2025 (including US$45.0 million of realized gains). This increase was mainly driven by lower cow nutrition costs due to operational efficiencies, coupled with lower crop prices.
- US$17.9 million increase in our Sugar, Ethanol and Energy segment, from US$41.2 million for the year ended December 31, 2024 (US$23.9 million of which were unrealized losses) to US$59.0 million for the same period in 2025 (including US$26.8 million of unrealized gains). This increase was mainly due to:
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•a US$50.9 million increase in the recognition at fair value of non-harvested sugarcane, from a loss of US$23.9 million for the year ended December 31, 2024, to a gain of US$27.0 million for the same period in 2025, mainly driven by higher expected sugarcane productivity due to normalization of weather conditions; partially offset by a US$31.3 million decrease in the recognition at fair value of harvested sugarcane, from US$67.1 million for the year ended December 31, 2024 to US$35.8 million for the same period in 2025, mainly due to lower sugarcane prices (down 12.1% year-over-year) .


Changes in Net Realizable Value of Agricultural Produce after Harvest
Year ended December 31, Sugar, Ethanol and Energy
Fertilizers
 Crops Rice Dairy Total
(In thousands of $)
2025 (609) —  7,091  (43) —  6,439 
2024 554  —  (22,436) (6,555) —  (28,437)
Changes in net realizable value of agricultural produce after harvest is mainly comprised of: (i) profit or loss from commodity price fluctuations during the period the agricultural produce is in inventory, which has an impact over its fair value; (ii) profit or loss from the valuation of forwards contracts related to agricultural produce in inventory; and (iii) profit from direct exports.
Changes in net realizable value of agricultural produce after harvest increased by US$34.9 million, from a loss of US$28.4 million for the year ended December 31, 2024 to a gain of US$6.4 million for the same period in 2025, primarily driven by an increase in crop prices after harvest, particularly soybean, following a temporary reduction in export taxes in Argentina, as well as the impact of local inflation on inventory valuations during 2025.
General and Administrative Expenses
For the year ended December 31, Sugar, Ethanol and Energy
Fertilizers
 Crops Rice Dairy
Corporate
 Total
(In thousands of $)
2025 (27,152) (1,766) (19,794) (20,306) (14,398) (38,706) (122,122)
2024 (25,179) —  (20,139) (18,280) (12,687) (27,595) (103,880)

Our general and administrative expenses increased 17.6%, from US$103.9 million for the year ended December 31, 2024 to US$122.1 million for the same period in 2025. This increase was primarily driven by higher corporate expenses, mainly related to one-off financial and legal advisory costs associated with Tether’s acquisition and liability management transactions completed during 2025, including the issuance of our US$500 million 2032 notes and the tender offer to partially redeem our 2027 notes.

Selling Expenses

For the year ended December 31, Sugar, Ethanol and Energy
Fertilizers
 Crops Rice Dairy
Corporate
 Total
(In thousands of $)
2025 (71,988) (3,506) (19,109) (32,007) (34,146) (378) (161,134)
2024 (73,804) —  (18,300) (32,506) (29,593) 721  (153,482)

Selling expenses increased 5.0%, from US$153.5 million for the year ended December 31, 2024 to US$161.1 million for the same period in 2025. This increase was primarily driven by higher Dairy sales volumes, with equivalent raw milk sold increasing from 366.5 million liters for the year ended December 31, 2024 to 413.3 million liters for the same period in 2025, which resulted in increased distribution and logistics costs.
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Other Operating Income, Net
For the year ended December 31, Sugar, Ethanol and Energy
Fertilizers
 Crops Rice Dairy
Corporate
 Total
(In thousands of $)
2025 9,432  (519) 12,346  5,387  (112) (249) 26,285 
2024 23,303  —  (5,052) (18,340) 4,614  299  4,824 
Other operating income increased from US$4.8 million for the year ended December 31, 2024, to US$26.3 million for the same period in 2025, primarily due to:

•a US$23.7 million increase in our Rice segment, mainly driven by a lower fair value loss on investment properties, primarily reflecting lower inflation levels during the year ended December 31, 2025 compared to the same period in 2024.

•a US$17.4 million increase in our Crops segment, primarily reflecting the recognition of insurance proceeds related to a fire that affected a warehouse cell at our peanut facility in the Province of Córdoba in 2024. Following the incident, the Company recognized impairment losses in 2024 of approximately US$12.0 million on inventories and US$2.0 million on property, plant and equipment. The related insurance recovery was received during 2025 and recognized in Other Operating Income. These proceeds relate to a non-recurring event.

These effects were partially offset by a US$13.9 million decrease in our Sugar, Ethanol and Energy segment, primarily due to the recognition of extraordinary tax credits in 2024 related to PIS-COFINS.


Financial Results, Net
Our financial results, net totaled a loss of US$101.2 million for the year ended December 31, 2025, compared to a loss of US$147.2 million for the same period in 2024. This variation was primarily driven by foreign exchange gains of US$5.8 million in 2025, compared to foreign exchange losses of US$37.6 million in 2024, reflecting movements of our functional currencies against the U.S. dollar, particularly in our Argentine and Brazilian operations. In addition, cash flow hedge transfers from equity resulted in a loss of US$28.7 million for the year ended December 31, 2024, compared to nil for the same period in 2025.

These effects were partially offset by higher interest expenses, which increased from US$40.9 million for the year ended December 31, 2024 to US$72.5 million for the same period in 2025, primarily due to higher gross debt levels.












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The following table sets forth the breakdown of financial results for the periods indicated.
  Year ended December 31,
  2025 2024  
  (In thousand of $) % Change
Interest income 26,980  16,048  68.1  %
Interest expense (72,535) (40,869) 77.5  %
Finance Cost - Right-of-use Assets (38,550) (32,938) 17.0  %
Foreign exchange gain/(losses), net 5,826  (37,569) (115.5) %
Cash flow hedge – transfer from equity —  (28,650) (100.0) %
Gain from interest rate /foreign exchange rate derivative financial instruments 1,788  (9,347) (119.1) %
Taxes (6,059) (7,572) (20.0) %
Other Income (9,479) (8,736) 8.5  %
Other financial results - Net gain of inflation effects on the monetary items (9,209) 2,421  (480.4) %
Total Financial Results (101,238) (147,212) (31.2) %
Income Tax benefit
Current income tax totaled a benefit of US$174 thousand for the year ended December 31, 2025, compared to a benefit of US$57.0 million for the same period in 2024.
In 2025, income tax calculated at the tax rates applicable in the countries where we operate amounted to a benefit of US$2.2 million. Income tax expense has been adjusted for (i) a US$19 million expense related to the application of IAS 29 to the shareholders’ equity of our Argentine Subsidiaries; (ii) non-taxable income of US$3.6 million related to a supplementary law in Brazil (Lei Complementar or “Supplementary Law”) which provides for ICMS tax benefits granted by the Brazilian Government with the objective of subsidizing investments by excluding such grants from the calculation of tax benefits; and (iii) the recognition of unused tax losses for US$7.6 million, mainly by our Argentine subsidiaries resulting from tax inflation adjustments (See Note 10 to our Consolidated Financial Statements).
In 2024, income tax calculated at the tax rates applicable in the countries where we operate amounted to an expense of US$8.7 million. Income tax expense has been adjusted for (i) a US$37 million gain related to the application of IAS 29 to the shareholders’ equity of our Argentine Subsidiaries; (ii) non-taxable income of US$15.2 million related to a supplementary law in Brazil (Lei Complementar or “Supplementary Law”) which provides for ICMS tax benefits granted by the Brazilian Government with the objective of subsidizing investments by excluding such grants from the calculation of tax benefits; and (iii) the recognition of unused tax losses for US$9.9 million, mainly by our Argentine subsidiaries resulting from tax inflation adjustments (See Note 10 to our Consolidated Financial Statements).
Profit for the Year

As a result of the foregoing, we reported a net loss of US$6.8 million for the year ended December 31, 2025, compared with net income of US$92.1 million for the year ended December 31, 2024


Year Ended December 31, 2024, as compared to year ended December 31, 2023

See “Item 5. Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024 for a comparative discussion for the years ended December 31, 2024 and 2023.

Reconciliation of non-IFRS measures:

Below are reconciliations of non-IFRS measures related to our consolidated statements of income. See “Presentation of Financial And Other Information—Non-IFRS Financial Measures.”

The following tables show a reconciliation of Adjusted Segment EBITDA to our segments’ profit / (loss) from operations before financing and taxation, the most directly comparable IFRS financial measure, and a reconciliation of Adjusted Consolidated EBITDA to our net profit (loss) for the year, the most directly comparable IFRS financial measure, for each of the years ended December 31, 2025, 2024 and 2023.
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  For the year ended December 31, 2025
  Sugar,
Ethanol
and
Energy
Fertilizers
 Crops Rice Dairy Farming
Subtotal		 Corporate Total
  (In thousands of $)
Adjusted Segment EBITDA
(unaudited)
Profit/(Loss) from
Operations as per Segment Information		 142,828  3,172  (12,600) (8,845) 7,647  (13,798) (40,785) 91,417 
Net (gain) from Fair value adjustment of investment property as per Segment Information
 —  —  —  (3,366) —  (3,366) —  (3,366)
Reverse of revaluation surplus derived from the disposals of assets before taxes —  —  —  —  —  —  —  — 
Insurance (recovery) of assets destroyed by fire
 —  —  (11,353) —  —  (11,353) —  (11,353)
Adjusted Segment EBIT (unaudited)(1)
 142,828  3,172  (23,953) (12,211) 7,647  (28,517) (40,785) 76,698 
Depreciation of Property, plant and equipment and amortization of Intangible Assets as per Segment Information 148,710  2,922  5,993  22,384  17,957  46,334  2,043  200,009 
Adjusted Segment EBITDA (unaudited)(1)
 291,538  6,094  (17,960) 10,173  25,604  17,817  (38,742) 276,707 
Reconciliation to Profit          
Profit for the year           (6,759)
Income tax expense           (174)
Interest expense, net           45,555 
Foreign exchange, net           (5,826)
Other financial results - Net (gain) of inflation effects on the monetary items 9,209 
Other financial results, net           52,300 
Combined effects of IAS 29 and IAS 21 of the Argentine subsidiaries of Profit from operations (2,888)
Revaluation surplus derived from the disposals of assets before taxes — 
Net (gain) from Fair value adjustment of investment property as per Segment Information
 (3,366)
(Insurance recovery) / Impairment of assets destroyed by fire
 (11,353)
Adjusted Consolidated EBIT (unaudited) (1)
           76,698 
Depreciation of Property, Plant and Equipment and amortization of Intangible Assets as per Segment Information           200,009 
Adjusted Consolidated EBITDA (unaudited)(1)
           276,707 
(1)See “Presentation of Financial and Other Information” for the definitions of “Adjusted Segment EBIT,” “Adjusted Consolidated EBIT,” “Adjusted Segment EBITDA” and “Adjusted Consolidated EBITDA.”
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  For the year ended December 31, 2024
  Sugar,
Ethanol
and
Energy		 Crops Rice Dairy Farming
Subtotal		 Corporate Total
  (In thousands of $)
Adjusted Segment EBITDA
(unaudited)		            
Profit/(Loss) from
Operations as per Segment Information		 175,154  (10,380) 17,250  21,504  28,374  (24,422) 179,106 
Bargain purchase gain on acquisition as per Segment Information —  —  —  —  — 
Net loss from Fair value adjustment of investment property
 —  588  18,137  —  18,725  —  18,725 
Reverse of revaluation surplus derived from the disposals of assets before taxes —  9,024  —  —  9,024  —  9,024 
Impairment of assets destroyed by fire
 —  14,162  —  —  14,162  —  14,162 
Adjusted Segment EBIT (unaudited)(1)
 175,154  13,394  35,387  21,504  70,285  (24,422) 221,017 
Depreciation and amortization 189,006  5,698  14,798  12,219  32,715  1,523  223,244 
Adjusted Segment EBITDA (unaudited)(1)
 364,160  19,092  50,185  33,723  103,000  (22,899) 444,261 
Reconciliation to Profit
Profit for the year 92,101 
Income tax expense (57,015)
Interest expense, net
 24,821 
Foreign exchange, net
 37,569 
Other financial results - Net loss of inflation effects on the monetary items
 (2,421)
Other financial results, net
 87,243 
Combined effects of IAS 29 and IAS 21 of the Argentine subsidiaries of Profit from operations (3,192)
Revaluation surplus derived from the disposals of assets before taxes 9,024 
Net loss from Fair value adjustment of investment property
 18,725 
Impairment of assets destroyed by fire
 14,162 
Adjusted Consolidated EBIT (unaudited)(1)
 221,017 
Depreciation and amortization 223,244 
Adjusted Consolidated EBITDA (unaudited)(1)
 444,261 
(1)See “Presentation of Financial and Other Information” for the definitions of “Adjusted Segment EBIT,” “Adjusted Consolidated EBIT,” “Adjusted Segment EBITDA” and “Adjusted Consolidated EBITDA.”

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  For the year ended December 31, 2023
  Sugar,
Ethanol
and
Energy		 Crops Rice Dairy Farming
Subtotal		 Corporate Total
  (In thousands of $)
Adjusted Segment EBITDA
(unaudited)		            
Profit/(Loss) from
Operations as per Segment Information		 219,734  8,603  33,891  17,572  60,066  (23,675) 256,125 
Net loss from fair value adjustment of investment property —  (10,199) (1,176) —  (11,375) —  (11,375)
Reverse of revaluation surplus derived from the disposals of assets before taxes —  20,245  —  —  20,245  —  20,245 
Adjusted Segment EBIT (unaudited)(1)
 219,734  18,649  32,715  17,572  68,936  (23,675) 264,995 
Depreciation and amortization 175,903  8,330  15,154  10,913  34,397  1,275  211,575 
Adjusted Segment EBITDA (unaudited)(1)
 395,637  26,979  47,869  28,485  103,333  (22,400) 476,570 
Reconciliation to Profit
Profit for the year 226,721 
Income tax benefit 78,673 
Interest expense, net
 24,772 
Foreign exchange, net
 (90,930)
Other financial results - Net (gain) of inflation effects on the monetary items
 (28,816)
Other financial results, net
 31,145 
Combined effects of IAS 29 and IAS 21 of the Argentine subsidiaries of Profit from operations 14,560 
Revaluation surplus derived from the disposals of assets before taxes 20,245 
Net (gain) from Fair value adjustment of investment property
 (11,375)
Adjusted Consolidated EBIT (unaudited)(1)
 264,995 
Depreciation and amortization 211,575 
Adjusted Consolidated EBITDA (unaudited)(1)
 476,570 
(1)See “Presentation of Financial and Other Information” for the definitions of “Adjusted Segment EBIT,” “Adjusted Consolidated EBIT,” “Adjusted Segment EBITDA” and “Adjusted Consolidated EBITDA.”

Adjusted Net Income
2025 2024 2023
(In thousands of $)
(Loss) / profit for the year (6,759) 92,101  226,721 
Foreign exchange gains, net (5,826) 37,569  (90,930)
Cash flow hedge – transfer from equity —  28,650  36,863 
Other financial results - Net (gain) / loss of inflation effects on monetary items
 9,209  (2,421) (28,816)
Net (gain) / loss from fair value adjustment of investment property (3,312) 23,375  (10,620)
Impairment of assets destroyed by fire (11,295) 14,259  — 
Revaluation surplus of farmland sold —  9,024  20,245 
Adjusted Net income (17,983) 202,557  153,463 
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Adjusted Free Cash Flow 2025 2024 2023
(In thousands of $)
Net cash generated from operating activities 308,518  434,907  370,026 
Net cash used in investing activities (922,944) (111,552) (299,264)
Interest paid (48,712) (55,476) (44,788)
Lease payments (103,945) (104,097) (91,175)
Dividends paid to non-controlling interest (95) —  (358)
Short-term investments 17,419  (14,510) (35,610)
Reversal of Expansion Capital expenditures (unaudited) 789,071  104,067  67,119 
Other financial income (5,890) (238) (54,687)
IAS 29 & IAS 21 effect for operating Activities (8,629) 102,797  16,383 
IAS 29 & IAS 21 effect for investing Activities - less the effect over gains on bond arbitrage transactions included in Other financial income 3,458  7,273  10,635 
IAS 29 & IAS 21 effect for Interest Paid 1,433  (9,395) 8,253 
IAS 29 & IAS 21 acquisition of short-term investments 1,827  (2,034) — 
Adjusted Free Cash Flow from Operations (unaudited) 31,511  351,742  (53,466)
Expansion Capital expenditures (unaudited) (789,071) (104,067) (67,119)
Adjusted Free Cash Flow (unaudited) (757,560) 247,675  (120,585)
Reconciliation - Net Debt 2025 2024 2023
(In thousands of $)
Total Borrowings 1,593,009  779,556  904,949 
Cash and cash equivalents (383,150) (211,244) (339,781)
Restricted short-term investments (89,826) (46,097) (62,637)
Net Debt (unaudited) 1,120,033  522,215  502,531 
Indebtedness 2025 2024 2023
(In thousands of $)
Net Debt (unaudited) 1,120,033  522,215  502,531 
Net Debt / Adjusted Consolidated EBITDA (unaudited)
4.05 x
 1.18 x 1.05 x
Reconciliation of Adjusted Free Cash Flow to Net increase/(decrease) in Cash and Cash Equivalents
  2025 2024 2023
(In thousands of $)
Net increase/(decrease) in cash and cash equivalents 171,348  (177,234) 114,612 
Interest Paid (48,712) (24,629) (55,476)
Lease Payments (103,945) (98,478) (104,097)
Dividends paid to non-controlling interest (95) (736) — 
Restricted short-term investment 17,419  (14,510) (35,610)
Other financial income (5,890) (238) (54,687)
Net cash used in financing activities (785,774) 274,000  208,743 
IAS 29 & IAS 21 effect for operating activities (8,629) 102,797  16,383 
IAS 29 & IAS 21 effect for investing activities 3,458  7,273  10,635 
IAS 29 & IAS 21 effect for interest paid 1,433  (9,395) 8,253 
IAS 29 & IAS 21 acquisition of short-term investments 1,827  (2,034) — 
Adjusted Free Cash Flow (unaudited) (757,560) 56,816  108,756 

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 Reconciliation of Adjusted Free Cash Flow from operations to Net increase/(decrease) in Cash and Cash Equivalents
  2025 2024 2023
(In thousands of $)
Net increase/(decrease) in cash and cash equivalents 171,348  (177,234) 114,612 
Expansion Capital Expenditures (unaudited) 789,071  104,067  67,119 
Interest Paid (48,712) (24,629) (55,476)
Lease payments (103,945) (98,478) (104,097)
Dividends paid to non-controlling interest (95) (736) — 
Restricted short-term investment 17,419  (14,510) (35,610)
Other financial income (5,890) (238) (54,687)
Net cash used in financing activities (785,774) 274,000  208,743 
IAS 29 & IAS 21 effect for operating activities (8,629) 102,797  16,383 
IAS 29 & IAS 21 effect for investing activities 3,458  7,273  10,635 
IAS 29 & IAS 21 effect for interest paid 1,433  (9,395) 8,253 
IAS 29 & IAS 21 acquisition of short-term investments 1,827  (2,034) — 
Adjusted Free Cash Flow from operations (unaudited) 31,511  160,883  175,875 

B.LIQUIDITY AND CAPITAL RESOURCES
Our liquidity and capital resources are and will be influenced by a variety of factors, including:
•our ability to generate cash flows from our operations;
•the level of our outstanding indebtedness and the interest that we are obligated to pay on such outstanding indebtedness;
•our capital expenditure requirements, which consist primarily of investments in new farmland, in our operations, in equipment and plant facilities and maintenance costs; and
•our working capital requirements.
Our principal sources of liquidity have traditionally consisted of shareholders’ contributions, short and long term borrowings and proceeds received from the disposition of transformed farmland or subsidiaries.
We believe that our working capital will be sufficient during the next 12 months to meet our liquidity requirements.

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Years ended December 31, 2025 and 2024
The table below reflects our statements of Cash Flow for the fiscal years ended December 31, 2025 and 2024.
  Year ended December 31,
  2025 2024
  (in thousands of $)
Cash and cash equivalents at the beginning of the year 211,244  339,781 
Net cash generated from operating activities (1) 308,518  328,331 
Net cash used in investing activities (2) (922,944) (231,565)
Net cash used from financing activities (3) 785,774  (274,000)
Effect of exchange rate changes and inflation on cash and cash equivalents (4) 558  48,697 
Cash and cash equivalents at the end of the year 383,150  211,244 

The table below reflects the combined effect of IAS 29 and IAS 21 of our Argentine subsidiaries on each of the following line items for the fiscal years ended December 31, 2025 and 2024; numbered with relevant footnotes:
Year ended December 31,
2025 2024
(in thousands of $)
(1) Operating activities 8,629  (102,797)
(2) Investing activities (3,466) (7,168)
(3) Financing activities (2,624) 71,386 
(4) Effects of exchange rate changes and inflation on cash and cash equivalents (2,539) 38,579 
Operating Activities
Year ended December 31, 2025

For the year ended December 31, 2025, net cash generated by operating activities amounted to $308.5 million. During the year, we reported a net loss of $6.8 million. This result included significant non-cash charges, primarily depreciation of property, plant and equipment and right-of-use assets totaling $271.5 million, as well as interest and other financial expenses, net, of $89.8 million. These effects were partially offset by an unrealized gain of $13.4 million from the initial recognition and changes in fair value of non-harvested biological assets, a $6.1 million tax credit recognized in Brazil, and foreign exchange gains of $5.8 million.

Additionally, changes in operating assets and liabilities resulted in a net decrease in cash of $27.2 million, mainly due to an increase in trade and other receivables, an increase in biological assets, and a decrease in trade and other payables. Income tax paid during the year totaled $2.4 million.

Net cash generated by operating activities for 2025 includes a positive combined effect of $8.6 million resulting from the application of IAS 29 and IAS 21 by our Argentine subsidiaries.
Year ended December 31, 2024

For the year ended December 31, 2024, net cash generated by operating activities was $328.3 million. During this year, we generated a net gain of $92.1 million that included non-cash charges relating primarily to depreciation of Property, plant and equipment and Right of use assets for $304.0 million, interest and other financial expenses, net of $68.3 million, $28.7 million loss as a result of the reclassification from Equity to Financial results, net in connection with the cash flow hedge accounting, foreign exchange losses of $37.6 million and unrealized losses in initial recognition and changes in fair value of non-harvested biological assets of $18.3 million. All these effects were partially offset by a benefit of $57.0 million in income tax and $19.5 million gain in tax credit recognized in Brazil.

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In addition, other changes in operating asset and liability balances resulted in a net decrease in cash of $179.4 million, primarily due to a decrease in trade and other payables, an increase in biological assets and an increase in trade and other receivables. For the year ended December 31, 2024, income tax paid totaled $7.3 million.

The net cash generated by operating activities in 2024 includes a $102.8 million negative combined effect resulting from the application of IAS 29 and IAS 21 by our Argentine subsidiaries.
Investing Activities
Year ended December 31, 2025

Net cash used in investing activities totaled $922.9 million for the year ended December 31, 2025, primarily as a result of the acquisition of a 90% interest in Profertil. As of year-end, we had paid $676.0 million related to this transaction, net of cash acquired. Additional investments included $124.4 million related to the renewal and expansion of our sugarcane plantation. Net inflows from investing activities were mainly related to interest received and other items totaling $28.8 million, and proceeds from the sale of farmlands and other assets amounting to $8.0 million.

Net cash used in investing activities for 2025 includes a negative combined effect of $3.5 million resulting from the application of IAS 29 and IAS 21 by our Argentine subsidiaries.
Year ended December 31, 2024
Net cash used in investing activities totaled $231.6 million for the year ended December 31, 2024, primarily due to an investment of $132.9 million related to the renewal and expansion of our sugarcane plantation, a $146.6 million investment for the purchase of agricultural and industrial equipment, related to harvesting machinery in our Sugar, Ethanol and Energy business, payment of the last installment of our acquisition of Viterra’s mill in Argentina and Uruguay and the construction of a new warehouse for our dairy products at our Chivilcoy facility. Net inflows from investing activities were related to proceeds from the sale of farmlands and other assets for $25.6 million and disposals of short term investments, net of acquisitions for $14.5 million.
Net cash used in investing activities in 2024 includes a $7.2 million negative combined effect resulting from the application of IAS 29 and IAS 21 by our Argentine subsidiaries.
Financing Activities
Year ended December 31, 2025
Net cash generated by financing activities amounted to $785.8 million for the year ended December 31, 2025. This was primarily driven by the issuance of 42.5 million shares at a price of $7.25 per share, generating net proceeds of approximately $303.7 million, the issuance of senior notes due 2032 for $496.8 million, and the incurrence of a new long-term loan with Rabobank totaling $200.0 million. These inflows were partially offset by repayments of long- and short-term borrowings totaling $470.3 million, including a cash tender offer for the 2027 notes for $150.9 million. Additional outflows included lease payments of $103.9 million, reflecting an increase in planted area and price per hectare, as well as distributions to shareholders totaling $45.2 million, consisting of $10.2 million in share repurchases and $35.0 million in cash dividends. Interest paid during the year totaled $48.7 million.
Net cash generated by financing activities includes a negative combined effect of $2.6 million resulting from the application of IAS 29 and IAS 21 by our Argentine subsidiaries, of which $1.4 million relates to interest paid.
Year ended December 31, 2024
Net cash used in financing activities was $274.0 million in the year ended December 31, 2024, mainly due to lease payments for $98.5 million related to an increase in the planted area and price per hectare, also there was a distribution of $101.9 million to our shareholders via the repurchase of 6.5 million shares, that equaled a total of $66.9 million and the payment cash dividends for an amount of $35.0 million. In addition, payments, net of proceeds of long and short term borrowings totaled $49.0 million. For the year ended December 31, 2024, interest paid totaled $24.6 million.
Net cash used in financing activities includes a $71.4 million positive combined effect resulting from the application of IAS 29 and IAS 21 by our Argentine subsidiaries, $9.4 million of which is over interest paid.
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Capital Expenditure Commitments
As of December 31, 2025, we had no material commitments for capital expenditures.
Cash and Cash Equivalents
Historically, since our cash flows from operations were insufficient to fund our working capital needs and investment plans, we funded our operations with proceeds from short-term and long-term indebtedness and capital contributions from existing and new private investors. In 2011, we raised $421.8 million from our IPO and simultaneous private placement. In December 2025, we issued 42.5 million shares at a price of $7.25 per share, generating net proceeds of $303.7 million net of transaction cost. As of December 31, 2025, our cash and cash equivalents amounted to $383.2 million.
We believe that our current cash and cash equivalents, together with cash generated from operations and available
credit facilities, are sufficient to meet our working capital and capital expenditure requirements for the foreseeable future.
However, we may need additional cash resources in the future to continue our investment plans. Also, we may need additional cash if we experience a change in business conditions or other developments. We also might need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisitions, strategic alliances or other similar investments. If we ever determine that our cash requirements exceed our amounts of cash and cash equivalents on hand, we might seek to issue debt or additional equity securities or obtain additional credit facilities or realize the disposition of transformed farmland and/or subsidiaries. Any issuance of equity securities could cause dilution for our shareholders. Any incurrence of additional indebtedness could increase our debt service obligations and cause us to become subject to additional restrictive operating and financial covenants, and could require that we pledge collateral to secure those borrowings, if permitted to do so. It is possible that, when we need additional cash resources, financing will not be available to us in amounts or on terms that would be acceptable to us or at all.
Indebtedness and Financial Instruments
For a description of our indebtedness and main financial instruments, see Note 26 to our Consolidated Financial Statements.
In addition, we maintain lines of credit with several banks in order to finance our working capital requirements. We believe that we will continue to be able to obtain additional credit to finance our working capital needs in the future based on our past track record and current market conditions.
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C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

In our Sugar, Ethanol and Energy segment, we have effectively implemented state-of-the-art technologies such as high-pressure boilers for high cogeneration capacity, full mechanization of agricultural operations with online GPS tracking systems on all vehicles (trucks, combines, planters), and concentrated vinasse system among others. To optimize the fertilization of sugarcane, we are currently enriching the vinasse with different nutrient concentrations, such as nitrogen, phosphorus, sulfur, boron and zinc. We are also using drones in our plantations to improve operational efficiencies such as planting quality, biological control, weed monitor and phytosanitary products spraying, among others.

In recent years, we have been developing a seedling production method called “MPB” (Muda Pre Brotada or Pre-Sprout Seedling). This method consists of making the seedling sprout in a greenhouse and planting it directly on the fields, instead of the traditional planting of billets (sugarcane stalk pieces). Two main goals are pursued through this technique: the quick introduction of new promising and healthy varieties of seeds and the reduction of planting cost, by using much less volume of planting seedling per hectare. In addition, and because of this, more land can be used for sugarcane milling, instead of using sugarcane for seedling purposes. In 2023, we produced 24 million MPB inputs, enough to plant 2,062 hectares of sugarcane. In 2024, we reached 26 million MPB inputs, used to plant 1,992 hectares of sugarcane. The number increased in 2025 to 27 million MPB inputs, used to plant 2,150 hectares of sugarcane.

We are also developing vinasse-to-biogas technology in our cluster in Mato Grosso do Sul (for more detail, see “Item 4. Information of the Company—A. Business Overview—Operations and Principal Activities—Sugar, Ethanol and Energy Business”). In 2017, we obtained a patent to produce biogas from sugarcane vinasse. After years of successful trials, we are scaling biomethane production, which could be used as an alternative source of fuel for adapted vehicles. We are also doing some tests in our sugar freights and exploring the possibility of producing biodiesel. In the industry, we have recently implemented AI alongside an automation process, which is based on real-time optimization. By assessing mass balance and measuring key performance indicators every 10 seconds, the system helps us enhance our efficiency all along the industrial processes. We use data analysis tools powered by internet-of-things (“IoT”) devices, with information stored in the cloud to build a database that leverages AI to identify operational optimization points with the purpose of increasing productivity and reducing costs.

Regarding our Rice business in Argentina, we are involved in the breeding and development of new traits. We seek to improve all processes related to the selection of better rice materials. Our objective is to obtain superior cultivars with better yields, industrial performance, commercial quality, and culinary parameters as driven by the market demand. To that end, we engage in crossbreeding with multiple varieties to achieve new seeds with superior features. We do so for different types of rice, such as long-grain, short-grain and round-grain rice. At the field level, we seek to breed new varieties and rice hybrids adapted to local conditions and production parameters. At the lab level, we are working with molecular markers that help us identify specific DNA details and improve quality parameters of the seed, such as purity.

In connection with these efforts, we have entered into agreements with selected research and development institutions such as Instituto Nacional de Tecnología Agropecuaria in Argentina, Instituto Riograndense do Arroz in Brazil, Híbridos de Arroz para América Latina in Colombia, Fondo Latinoamericano para Arroz de Riego in Colombia, Empresa de pesquisa Agropecuária e Extensão Rural de Santa Catarina in Brazil, and companies such as BASF in Germany. In addition, we are working with the National University of the Northeast of Argentina to develop double-haploid seeds, which will help us to reduce the selection process from five years to one.

Since 2008, we have developed and commercialized new rice varieties. SCS121 CL, developed in collaboration with BASF, incorporates Clearfield® technology, which provides tolerance to herbicides used to control problematic weeds. In 2020, we registered a new variety, ITA CAABO 109, specifically adapted to the center-south rice-growing region of Argentina. In 2022, we registered the variety ITA CAABO 111 FL, which offers high grain quality and strong yield potential across Argentina’s rice-producing regions. In 2025, we registered two additional cultivars: ITA CAABO 360 CL, a long-grain rice variety with Clearfield® technology, characterized by high yield potential and strong grain quality; and ITA CAABO 754 FL, the first long-wide grain rice cultivar developed by our seed unit. With respect to the intellectual property of our seeds, we operate in accordance with the standards established by the Argentine Association of Plant Variety Protection.

As it relates to pest management, we are testing the use of biological treatments that enable us to control diseases and replace chemical products. We have extended the use of Trichoderma and Bacillus, examples of these biological solutions, to over 40 thousand hectares during the 2025/26 harvest season.

In the field, we have developed zero grade level technology in most of our farms, which helps us reduce water and energy consumption. For hilly farms, we are implementing a Polypipe irrigation system which also helps us save on water and energy. Additionally, for all of our farms, we are developing an irrigation surveillance system using drones, water sensors connected through the IoT and digital platforms, all of which are improving water management efficiencies and enhancing our rice yields. Finally, since 2018 we have been increasing the number of harvesters with stripper heads, a device jointly developed in a partnership with Green Footprint Agricultural Solutions (G-FAS). This allowed us to double the speed and capacity of our harvesters and reduce the use of diesel fuel by 40%.

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In our Crops segment, we are also developing special digital features for each crop to enhance efficiencies in our operations. Currently, we are building precision agricultural solutions, such as crop yield estimation and soil quality classification, to improve our farming accuracy. We are also we are running tests on selective spraying applications based on AI in partnership with several companies. We believe that these applications could result in cost savings of up to 70% regarding our use of certain chemicals.

Regarding our peanuts crops, we have created a new blanched peanut processing line, entirely made with local engineering and purchased a self-driving oven. Additionally, we have added laser technology to our peanut plant to perform the electronic selection and to continue optimizing the quality and safety of our products. We developed our own traceability app, through which peanut customers can scan a QR code on each bag of peanuts to access information regarding the traceability and data of our goods.

In addition, we are working on digital platforms for both our Rice and Crops businesses, to create data centers and visualize the information in real-time dashboards including indicators such as seeding, planting date, fertilizers, irrigation, farm works, harvest, and monitoring of all grain stored in silo bags, among others. All this information is available online through computers and mobile phones. See “Item 4. Information of the Company—A. Business Overview—Technology and Best Practices."

In our Dairy segment in Argentina, we have successfully adapted and implemented a sustainable free-stall model that prioritizes both operational efficiency and animal welfare. Additionally, manure is converted into renewable energy through two diary biodigesters. In terms of R&D, we continuously explore and test new technologies aimed at enhancing health, feeding and other operational practices. Our core objective is to improve animal welfare, milk quality, and overall productivity, supporting the continued growth of our Dairy operations. As part of this effort, we are constantly evaluating genetic technologies to refine the cow-selection process and strengthen herd development. In addition, we are evaluating advanced solutions such as precision cow monitoring systems, innovative health treatments, and new feeding possibilities (See “Item 4. Information of the Company—A. Business Overview—Operations and Principal Activities—Dairy Business”).

In addition to traditional R&D activities, we are constantly fostering creativity and ongoing improvement across teams, businesses and regions. We seek to adopt and develop innovative solutions that we can introduce into our day-to-day operations, changing the way we perform our work and boosting both efficiency and profitability. We have teams in Brazil and Argentina involved in the adoption of new technology, while we also engage other companies, start-ups and entrepreneurs to explore, run, test, enhance and jointly develop technologies. We constantly research and analyze all available technologies that could be applied to our operations. While we strive to select the best technologies and techniques, we are also strongly involved in their adoption process, and we provide feedback and suggestions to enhance such technologies.

There are also R&D initiatives to explore ideas, unlock value potential and develop new business units. Our internal research group is composed of interdisciplinary teams (agronomists, veterinarians, industrial engineers, technicians and finance and commercial personnel). The group offers support to all business lines and through different levels, from the optimization of current operations, evaluation of new technologies, development of new products, to the assessment of a whole new production system.

In addition, we are actively involved in a network with start-ups, funds, research associations and other key players in the agtech (agricultural, digital-based technology) ecosystems to find, develop and engage in strategic opportunities. Particularly for startups, we identify high-potential companies that could provide alternative solutions for our operations and for the market as a whole, and evaluate potential investments if their business models fit our business. See “Item 4. Information of the Company—A. Business Overview—Technology and Best Practices.”

We do not own any registered patents, industrial models or designs, apart from those described in this section.
D.TREND INFORMATION
See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Trends and Factors Affecting Our Results of Operations.”

E    CRITICAL ACCOUNTING ESTIMATES

Our critical accounting estimates are consistent with those described in note 32 to our Audited Consolidated Financial Statements.

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Item 6.    Directors, Senior Management and Employees 
A.DIRECTORS AND SENIOR MANAGEMENT
Board of Directors
The following table sets forth information for our directors as of the date of this annual report:
Name Position (*) Date of
appointment		 Age  Year term
expires
Juan Sartori
Executive Chairman
 2025 45 2028
Mariano Bosch
Director/CEO
 2025 56 2028
Kyril Robert Leonid Louis-Dreyfus
 Director 2025 28 2027
Christian Ferdinando Emilio De Prati Director 2025 56 2027
Andres Eduardo Larriera Director 2026 53 2029
Oscar Alejandro Leon Bentancor Director 2026 67 2029
Manuela Vaz Artigas Director 2025 49 2028
Ivo Andrés Sarjanovic Director 2026 59 2029
Manuela Vaz Artigas, Ivo Andrés Sarjanovic, Kyril Robert Leonid Louis-Dreyfus, Christian Ferdinando Emilio De Prati, Andres Eduardo Larriera and Oscar Alejandro Leon Bentancor qualify as independent directors in accordance with NYSE standards.
A description of the main tasks currently performed by each director as well as a description of each director’s employment history and education follows:
Juan Sartori. Mr. Sartori is the Chairman and founder of Union Group International Holdings, a privately owned investment and private equity management firm with significant strategic interests in Latin America, including the agricultural, energy, forestry, infrastructure and real estate sectors. He established Union Group in 2007, and since its incorporation, Union Group and its subsidiaries have completed numerous transactions, expanding its portfolio of private and public investments. Mr. Sartori is a co-owner of Sunderland A.F.C., Vice-President of AS Monaco Football Club, and a board member of the European Club Association and the Professional Football League (LFP) in France. He served as a Senator of the Uruguayan Parliament from February 15, 2020 to February 15, 2025. Mr. Sartori holds a Bachelor’s degree in Business and Economics from École des Hautes Études Commerciales de Lausanne.
Mariano Bosch. Mr Bosch is a co-founder of Adecoagro. Since the beginning he has been our CEO and is also a member of the Company’s Board of Directors. In 1995 he founded and was the CEO of BLS Agribusiness, an agricultural consulting, technical management, and administration company. He has a degree in Agricultural Engineering from the University of Buenos Aires and has over 25 years of experience in agribusiness development. He is involved in business organizations such as IDEA, AEA, YPO, AACREA, FPC and AAPRESID. Mariano was distinguished by Endeavor as Entrepreneur of the Year (2019) and received the Konex award for Businessman of the Year in 2018. Mr. Bosch is an Argentinean citizen.
Kyril Robert Leonid Louis-Dreyfus. Mr. Louis-Dreyfus is a descendant of the founder of the Louis Dreyfus Group, whose family foundation remains the controlling shareholder of Louis Dreyfus Company. After completing his studies in Switzerland, he co-founded Bia Sports Group, a sports investment platform that owns Sunderland A.F.C. and the rights to the FIM World Supercross Championship. He is also the founder of Narion Holding AG, a Swiss-based holding company with investments in private equity, real estate and venture capital.
Christian Ferdinando Emilio De Prati. Dr. De Prati holds a degree in political economy and a doctorate in economics from the University of Zurich. His experience includes corporate governance, investment banking, real estate and philanthropy. He currently serves as a member of the Board of Directors and the Audit & Risk Committee of Rothschild & Co. Bank AG and is a member of the Board of Advisors of the Center for Innovation and Sustainability in Business. He has previously served on the boards of Sterling Strategic Value, Channel Plus AG, Peach Property Group, Lastminute.com and Cornèr Bank Group. Dr. De Prati also served as CEO and Country Head Switzerland at Bank of America Merrill Lynch. He was named a Young Global Leader by the World Economic Forum.
Andres Eduardo Larriera. Mr. Larriera is Managing Director of Aldwych Advisors, a London-based strategic advisory firm he founded in 2019, providing commercial and operational support for acquisitions and corporate transformations. He also serves on the Boards of Flow Management Industries UK (the Company’s parent company) and six UK sub-holding companies, roles he has held since 2020.
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Mr. Larriera formerly held several executive leadership roles at Hitachi from 2009 to 2017, including serving on Hitachi Europe Executive Committee as Head of the Smart Cities Energy Business Group, from 2012 to 2017. During his tenure at Hitachi, he founded the Smart Grid Venture in 2010 and subsequently established and led the expansion of the Smart Cities Energy business from 2012. He worked closely with the EU, as well as the governments of the UK and Japan, to unlock strategic investments in smart energy systems through pioneering UK client engagements. He was also part of the founding management team at Hitachi Consulting UK from 2006 to 2009, where he played a key role in launching consulting operations and driving fee revenue growth across the UK, Belgium and Japan. From 2003 to 2006, he served as Director of Operations and Practice Lead at The Evaluation Partnership (TEP), later acquired by Tetra Tech Coffey, where he built a successful policy evaluation and strategy practice, and held principal operational responsibility for EMEA—primarily serving the European Commission and other regional clients. Earlier in his career, Mr. Larriera was a Management Consultant at Accenture across Argentina, Mexico and Spain, and formerly he worked at the Ministry of Finance of Argentina. He holds a degree in Business Administration from the Universidad de Buenos Aires, an MSc in Public Policy from the London School of Economics, and completed an Executive Management Program at Wharton. He is a Chevening Scholar and holds dual Argentine and British citizenship.
Oscar Alejandro Leon Bentancor. Mr. León is a Certified Public Accountant with over 30 years of experience in financial management, project finance and risk analysis across industries including agriculture, mining, and hydropower, providing strategic financial leadership to public companies. He has extensive experience with the U.S. and Canadian GAAP, IFRS, SEC and TSX reporting, and regulatory compliance. He has served as Chief Financial Officer and board member of several organizations, including ICC Labs, Biomind Labs, SX Global United Ltd., Union Agriculture Group and Union Group Ventures. He holds a CPA certification from Universidad de la República Oriental de Uruguay and has completed advanced training at Harvard University, as well as executive environmental management studies at Universidad ORT Uruguay.
Manuela Vaz Artigas. Mrs. Artigas is an independent board member of Adecoagro, Pague Menos SA and Solar Coca Cola, where she participates and leads a series of committees. In these companies, she has worked on strategy, reorganizations, restructuring, IPO and M&A matters. Her previous roles include CEO of Calila Investimentos, board member of LWSA, Banco BMG and JCC and partner of McKinsey & Company. Mrs. Artigas holds a degree in Economics from Unicamp with an MBA from the Anderson Business School at the University of California Los Angeles, where she graduated as a member of the Anderson Business Society and received the Fred Weston Excellence in Finance Award. Mrs. Artigas is a Brazilian citizen.
Ivo Andrés Sarjanovic. Mr. Sarjanovic has been a member of the Company’s Board of Directors since 2018. Mr. Sarjanovic is also currently serving as non-executive Board member of Sucafina S.A and Minerva Foods. He is an external advisor of the Board on commodity issues at the Arab Bank of Switzerland. Further, Mr. Sarjanovic is a a lecturer at the University of Geneva’s Master in Commodities program, at Universidad Di Tella’s Master of Finances program, at Universidad Austral's Master of Agribusiness and is an Associated Fellow at the Erasmus Commodity & Trade Centre in Rotterdam. Mr. Sarjanovic served as the Chief Executive Officer of Alvean until 2017, during which time he led the company to become the biggest sugar trader in the world. Previously, Mr. Sarjanovic served for more than 25 years at Cargill International, where he commenced his career as trader in the Grain and Oilseeds business. From 2011 to 2014 Mr. Sarjanovic held the position of Vice-president and World Manager of Cargill Sugar Operations, playing a leading role in the radical transformation of the organization that led to the strategic decision to spin-off the sugar business of Cargill in 2014, creating Alvean Sugar SL, a joint venture with Copersucar, Brazil. Between 2007 and 2011, he was also the Africa and Middle East General Manager of Agriculture at Cargill. While in Cargill he also held the position of Vice-president and Global Trading Manager of Oilseeds in Geneva between 2000 and 2011, coordinating worldwide trading and crushing activities. Mr. Sarjanovic holds a B.A. in Accounting, from the National University of Rosario, Argentina and a Master’s in Economics from Universidad Francisco Marroquin, in Spain. Additionally, he completed executive studies at IMD in Lausanne, Oxford University and Harvard Business School. Mr. Sarjanovic is an Argentine, Italian and Swiss citizen.










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Senior Management
The following table shows certain information with respect to our Executive Officers as of the date of this annual report:
Name Position Year
Designated		 Age
Mariano Bosch
 Chief Executive Officer & Co-founder 2002 56
Emilio F. Gnecco
 Chief Financial Officer 2023 50
Renato Junqueira Santos Pereira
VP of the Sugar, Ethanol and Energy Business
 2014 49

Mariano Bosch. See “—Board of Directors.”
Emilio Federico Gnecco. Mr. Gnecco is our Chief Financial Officer and a member of Adecoagro’s Senior Management since 2005. He is responsible for overseeing finance, administrative and legal departments. Before he became the CFO, he was the Chief Legal Officer of Adecoagro, since the inception of the Company in 2002. He was responsible of all corporate matters, compliance, mergers and acquisitions and financing structures. He specialized in project financing, structured finance, corporate financing, private equity, joint ventures, mergers and acquisitions and corporate law and business contracts at Marval, O’Farrell & Mairal. Prior to that, he worked at the National Civil Court of Appeals of the City of Buenos Aires for four years. Mr. Gnecco has a law degree from the University of Buenos Aires, where he graduated with honors.
Renato Junqueira Santos Pereira. Renato Junqueira Santos Pereira is the VP of Sugar, Ethanol and Energy business and has been a member of the senior management team since 2014. He began working at Adecoagro in 2010 as the Operations Manager for our Sugar, Ethanol and Energy business and has vast experience in the Brazilian sugarcane industry. Before joining Adecoagro, he served as the CFO of Moema Group, one of the largest sugarcane clusters in Brazil. His main responsibilities at Moema included designing the optimal capital structure to finance the construction of five greenfield mills, preparing the company for an IPO and coordinating the M&A process which culminated in a $1.5 billion dollar sale to Bunge Ltda. Previously, Mr. Pereira held responsibilities as Mill Director and Agricultural Manager in Moema’s mills. He is an Agricultural Engineer from Universidade de Sao Paulo and holds an MBA from the University of California, Davis.

In addition, the table below provides certain information regarding other members of our Senior Management as of the date of this annual report:

Name Position Year
Designated		 Age
Marcos Sabelli
VP of the Fertilizers Business
 2026 56
Mario José Ramón Imbrosciano
VP Consumer Goods & Business Development
 2003 56
Leonardo Berridi
VP Business Development Brazil
 2004 66
Ezequiel Garbers
VP of the Crops & Rice Businesses
 2004 59

Marcos Sabelli. Mr. Sabelli has served as VP of the Fertilizer business and has been a member of Adecoagro’s Senior Management since 2026. Before joining Adecoagro, he was appointed General Manager of Profertil by YPF, Argentina’s largest oil and gas producer and former shareholder of Profertil. Previously, Mr. Sabelli served as YPF’s VP of Strategy and Business Development until September 2022. He has over 25 years of experience in the oil industry, having joined YPF’s La Plata Industrial Complex in 1994. He holds a degree in Petroleum Engineering and a Master’s in Petroleum and Natural Gas Economics from the Instituto Tecnológico de Buenos Aires (ITBA), as well as a diploma in Maritime Transport and Crude Oil Trade from the University of Cambridge and a diploma from the Executive Development Program at IAE Business School.

Mario José Ramón Imbrosciano. Mr. Imbrosciano is the VP of our Consumer Goods and Business Development Departments for all operations in Argentina and Uruguay where he oversees all new business initiatives, and a member of Adecoagro’s Senior Management since 2003. He has over 30 years of experience in farm management and agriculture production. In addition, from 2022 he is in charge of the development of the Consumer Goods area within the company. Prior to joining Adecoagro, Mr. Imbrosciano was the Chief Operating Officer of Beraza Hnos. S.C., a farming company that owns farms in the humid pampas region of Argentina. He was in charge of production, commercialization and logistics for a 60,000 hectare operation.
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Mr. Imbrosciano has also worked as a private consultant for various clients. Mr. Imbrosciano received a degree in Agricultural Production Engineering from the Argentine Catholic University and holds a Masters in Business Administration from the Instituto de Altos Estudios of the Universidad Austral.

Leonardo Raúl Berridi. Mr. Berridi is our VP of Business Development and, prior to the Reorganization, had been Adecoagro’s Country Manager for Brazil since the beginning of its operations in Brazil and a member of Adecoagro’s Senior Management since 2004. Mr. Berridi has over 38 years of international experience in agricultural business. Prior to joining us, Mr. Berridi was Vice President of Pago Viejo S.A., a company dedicated to agriculture production and dairy farming in Argentina. He also worked for Trans-Continental Tobacco Corporation as Chief Operating Officer of Epasa (Exportadora de Productos Agrarios S.A.), a company dedicated to producing, processing and exporting tobacco in the northeast and northwest of Argentina, and Production Manager of World Wide Tobacco España S.A. in the Caceres and Zamora provinces in Spain. Mr. Berridi holds a degree in Forestry Engineering from the Universidad Nacional de La Plata.
Ezequiel Garbers. Mr. Garbers is VP for Crops and Rice Business for Argentina and Uruguay. He is a co-founder and a member of the Company’s senior management. He coordinates all of our production and human resource development activities in Argentina and Uruguay. Mr. Garbers has over 30 years of experience in integrated agroindustrial and food chains. Prior to joining the Company, he was the Chief Operating Officer of an agricultural consulting and investment company he co-founded, where he developed crop-production, cattle and dairy business projects both in Argentina and abroad. Mr. Garbers holds a degree in Agronomic Engineering from the University of Buenos Aires and a Master’s in Business Administration from the Instituto de Altos Estudios of the Austral University.
Our managers supervise our day-to-day operations so as to ensure that all of our general strategic objectives are carried out, and they report to our Board of Directors. 
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B.COMPENSATION
Compensation of Directors and Executive Officers

The compensation of the Company’s directors is approved annually at the ordinary general shareholders’ meeting. In 2025, the aggregate compensation earned by our directors consisted of 36,085 restricted stock shares and $440 thousand in cash. In 2026, the aggregate compensation approved for our directors consists of 34,884 restricted stock shares and $420 thousand in cash. In addition, board members serving as chair of any committee are entitled to additional annual cash compensation of $20,000. The amounts described above exclude the cash and restricted share compensation of Mr. Mariano Bosch and Mr. Juan Sartori, both of whom declined such compensation.

With respect to our executive officers, the compensation package is divided into fixed compensation, namely base salary (26% of total) and variable compensation (74% of total). Within the variable compensation, 29% is cash bonus (short term incentive) and 71% is restricted shares (long term incentive). The cash bonus can be settled in cash or in restricted shares. The aggregate variable compensation package of our executive officers for year 2025 amounted to 878,203 restricted shares granted to our senior management. These grants were made under the Adecoagro Restricted Share and Restricted Stock Unit Plan, as amended. See “—E. Share Ownership—Share Options and Restricted Share and Restricted Stock Unit Plan.” Annual cash bonuses are designed to incentivize our named executive officers at a variable level of compensation based on the Company’s financial and operating performance and each executive’s individual performance. Annual executive cash bonuses and stock unit awards are based on seniority and individual executive performance. 60% of variable performance is related to achievement of financial targets consisting of Adjusted EBITDA, Adjusted Free Cash Flow from Operations, and Return on Invested Capital; in addition to ESG variables, namely carbon intensity and participation of women in our workforce (both metrics amount for 10% of variable compensation). Additionally, a 20% is based on the long term share value, associated with the quote of AGRO’s share. The remaining 10% correspond to the qualitative targets as stated on an annual basis.

Actual bonus amounts are determined shortly after fiscal year end. Our Chief Executive Officer presents the final calculation of the annual cash bonuses for our named executives to the Compensation Committee of the Board of Directors. The Compensation Committee then reviews and determines the amount payable.
We do not pay or set aside any amounts for pension, retirement or other similar benefits for our officers and directors.

On November 10, 2023, the Company’s Board of Directors approved the adoption of a Compensation Recoupment “Clawback” Policy, to comply with the requirements of Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual. The Compensation Recoupment “Clawback” Policy sets forth the terms and conditions for the prompt recoupment or “clawback” of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws, as further described therein. The Company’s Compensation Recoupment “Clawback” Policy is incorporated by reference as an Exhibit to this annual report.

C.BOARD PRACTICES
Pursuant to our articles of incorporation, the Board of Directors must be composed of between 3 and 11 members. The number of directors is determined and the directors are appointed at the general meeting of shareholders (except in case 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 Luxembourg law).
Currently, the Board of Directors has eight members. The directors are appointed by the general meeting of shareholders for a period of up to three years; provided, however, the directors shall be elected on a staggered basis, with one-third 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. Directors may be removed with or without cause (ad nutum) by the general meeting of shareholders by a simple majority of votes cast at a general meeting of shareholders. The directors are eligible for re-election indefinitely.
There are no agreements with majority shareholders, customers, suppliers or others governing the selection of any of the directors or members of senior management. None of our non-executive directors has a service contract with us that provides for benefits upon termination of employment.
The Board of Directors is empowered to manage Adecoagro and carry out our operations. The Board of Directors is vested with the broadest powers to manage the business of the Company and to authorize and/or perform all acts of disposal, management and administration falling within the purposes of Adecoagro and all powers not expressly reserved by Luxembourg law or by our articles of incorporation to the general meeting of shareholders is within the competence of the Board of Directors.
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Accordingly, within the limitations established by Luxembourg law and in particular the Luxembourg law of August 10, 1915 on commercial companies (as amended) and our articles of incorporation, the Board of Directors can take any action (by resolution or otherwise) it deems necessary, appropriate, convenient or fit to implement the purpose of the Company, including without limitation:
a.execute any acts or contracts on our behalf aimed at fulfilling our corporate purpose, including those for which a special power of attorney is required;
b.carry out any transactions;
c.agree, establish, authorize and regulate our operations, services and expenses;
d.delegate special tasks to directors, regulate the formation and operation of committees and fix the remuneration and compensation of expenses of advisors and/or staff with special duties, with a charge to overhead;
e.appoint, suspend or remove agents or employees, establish their duties, remuneration, and bonuses and grant them the powers that it deems advisable;
f.grant signature authorization to directors and officers, grant general or special powers of attorney, including those to prosecute;
g.call annual, ordinary and extraordinary shareholders’ meetings and establish agendas, submit for the shareholders’ approval our inventory, annual report, balance sheet, statement of income and exhibits, propose depreciation, amortization and reserves that it deems advisable, establish the amount of gains and losses, propose the distribution of earnings and submit all this to the shareholders’ meeting for consideration and resolution;
h.fix the date for the payment of dividends established by the shareholders’ meeting and make their payment; and
i.make decisions relating to the issuance, subscription or payment of shares part of our authorized share capital pursuant to our articles of incorporation and decision of the regular or special shareholders’ meetings.
As of the date of this annual report, the chairman of the Board of Directors is Mr. Juan Sartori . The Board of Directors has the following five committees and one sub-committee: Audit Committee, Talent and Compensation Committee, Risk and Commercial Committee, Strategy Committee and ESG Committee; and Nominating Sub-Committee of the Talent and Compensation Committee.
    
Audit Committee
The Company’s articles of incorporation provide that the Board of Directors may set up an audit committee. The Board of Directors has set up an Audit Committee comprised of independent directors and has appointed Mr. Oscar Alejandro Leon Bentancor (Chairman), Mrs. Manuela Vaz Artigas and Mr. Ivo Sarjanovich as members of its audit committee, pursuant to Board resolutions dated May 8, 2025.
The Company’s articles of incorporation provide that the audit committee shall (a) assist the Board of Directors in fulfilling its oversight responsibilities relating to the integrity of the Company’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, the Company’s external auditors; (c) review material transactions (as defined in the articles) between the Company or its subsidiaries with related parties (other than transactions that were reviewed and approved by the independent members of the Board of Directors as defined in the articles of the Company) or other governing body of any subsidiary of the Company or through any other procedures as the Board of Directors may deem substantially equivalent to the foregoing) to determine whether their terms are consistent with market conditions or are otherwise fair to the Company and its subsidiaries; and (d) perform such other duties imposed on it by the 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.
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In addition, the charter of the audit committee sets forth, among others, the audit committee’s purpose and responsibilities.
The committee meets at least four times a year and as often as deemed necessary or appropriate in its judgment. During 2025, the Audit Committee held meetings on March 10 and 11, May 2 and 8, August 11 and November 4. All members of the Audit Committee were present at all meetings held.
Talent and Compensation Committee

The Company has a Talent and Compensation Committee (referred to indistinctively as Talent and Compensation Committee or Compensation Committee) that reviews and approves the compensation and benefits of the executive officers and other key employees, and makes recommendations to the Board of Directors regarding principles for compensation, performance evaluation, and retention strategies. It is responsible for administering our share option plans and our restricted share and restricted stock unit plan for executive officers and other key employees. See “—E. Share Ownership—Share Options and Restricted Share and Restricted Stock Unit Plan.” The committee has the discretion to interpret and amend the Plan, and delegate to the Chief Executive Officer the right to award equity-based compensation to executive officers and other key employees.

The committee is also in charge of the interpretation, implementation, control and enforcement of the Company’s Compensation Recoupment or “Clawback” Policy, which sets forth the terms and conditions for the prompt recovery of erroneously awarded incentive-based compensation granted to certain officers of the Company in the event of a restatement of the Company’s financial statements.
The committee meets at least once a year and as needed on the initiative of the Chief Executive Officer or at the request of one of its members. The members of the Compensation Committee, appointed pursuant to board resolutions dated May 8, 2025 and November 7, 2025, are Mr. Christian De Prati, Mrs. Manuela Vaz Artigas and Mr. Oscar Leon Bentancor.
The committee meets at least four times a year and as often as deemed necessary or appropriate in its judgment. During 2025, the Compensation Committee held meetings on March 11, May 8, August 14 and November 7. All members were present at all meetings held.

Nominating Sub-Committee
As part of the Talent and Compensation Committee, the Company has a Nominating Sub-Committee that selects and recommends to the board the best candidates to fill in vacant board seats, develops and recommends criteria for selecting qualified director candidates to the board, evaluates committee member qualifications, designations and removals, recommend the implementation of corporate governance guidelines, and oversees the evaluation of the board of directors and each committee.
The sub-committee meets at least once a year and as needed on the initiative of the Chief Executive Officer or at the request of one of its members. The members of the sub-committee, appointed pursuant to board resolutions dated May 8, 2025 and November 7, 2025, are Mr. Christian De Prati, Mrs. Manuela Vaz Artigas and Mr. Oscar Leon Bentancor.
Risk and Commercial Committee
The Company has a Risk and Commercial Committee (referred to in distinctively as Risk Committee or Risk and Commercial Committee) that has the duty to (i) make such inquiries as are necessary or advisable to understand and evaluate material business risks and risk management processes as they evolve from time to time; (ii) review with the Board of Directors and management the guidelines and policies to govern the process for assessing and managing risks; (iii) discuss and review with the Board of Directors management’s efforts to evaluate and manage the Company’s business from a risk perspective; (iv) request input from the Board of Directors, management and operating staff, as well as from outside resources, as it may deem necessary; (v) discuss with the Board of Directors and management which elements of enterprise risk are most significant, the prioritization of business risks, and make recommendations as to resource allocation for risk management and risk mitigation strategies and activities; (vi) oversee the development of plans for risk mitigation in any area which it deems to be a material risk to the Company; and (vii) monitor management’s implementation of such plans, and the effectiveness generally of its risk mitigation strategies and activities.
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The committee meets at least four times a year and as often as deemed necessary or appropriate in its judgment. The members of the Risk Committee appointed by the board meeting held on May 18, 2025 are Mr. Ivo Sarjanovic (Chairman), Mr. Andres Larriera and Mr. Kyril Louis-Dreyfus.
The committee meets at least four times a year and as often as deemed necessary or appropriate in its judgment. During 2025, the Risk Committee held meetings on March 10, May 8, July 29 and November 5. All members were present at all meetings held.
Strategy Committee
The Company’s Strategy Committee has the duty to: (i) discuss and review with the board management’s identification and setting of strategic goals; including potential acquisitions, joint ventures and strategic alliances and dispositions; (ii) make recommendations to the Board of Directors as to the means of pursuing strategic goals; and (iii) review with the board management’s progress in implementing its strategic decisions and suggest appropriate modifications to reflect changes in market and business conditions.
The committee meets at least four times a year and as often as deemed necessary or appropriate in its judgment. The members of the Strategy Committee appointed by the board meetings held on May 8, 2025 are Mr. Juan Sartori (Chairman), Christian de Prati and Mr. Kyril Louis-Dreyfus.
The committee meets at least four times a year and as often as deemed necessary or appropriate in its judgment. During 2025, the Strategy Committee held meetings on March 10, May 8, August 11 and November 5. All members were present at all meetings held.
ESG Committee

The Company has an ESG Committee created as part of the efforts to bring Environmental, Social and Governance ("ESG") to the forefront of its agenda and continue integrating these aspects into the overall strategy. The ESG Committee's main duties include (i) discussing and reviewing the company's operations in order to identify potential opportunities to improve our ESG performance; (ii) defining ESG strategies; and (iii) analyzing alternatives to enhance our ESG communication to stakeholders and expand our investor base.
The committee meets at least four times a year and as often as deemed necessary or appropriate in its judgment. The members of ESG Committee appointed by the board meetings held on May 8, 2025 are Mrs. Manuela Vaz Artigas and Mr. Andres Eduardo Larriera
The committee meets at least once a year and as often as deemed necessary or appropriate in its judgment. During 2025, the ESG Committee held meetings on March 10, May 8, August 5 and November 7. All members were present at all meetings held.

D.EMPLOYEES
Employees
As of December 31, 2025, we had 10,283 employees, 89.5% of whom were unionized. In addition, approximately 9% of our workforce is comprised of temporary workers. We strive to comply with all labor laws. Historically, we have had a positive relationship with labor unions.
The following table sets forth our number of employees by each of our business segments:
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  As of December 31,
  2025 2024 2023
Sugar, Ethanol and Energy 5,927  6,263  6,256 
Fertilizers
 221  —  — 
Farming 2,650  2,807  2,395 
Administrative 1,485  1,250  1,111 
Total 10,283  10,320  9,762 
The following table sets forth our number of employees by each country where we operate:
  As of December 31,
  2025 2024 2023
Argentina 3,350  3,115  2,651 
Brazil 6,722  7,013  6,924 
Uruguay 210  191  186 
Spain 1  1  1 
Total 10,283  10,320  9,761 
We do not have any severance agreements with our senior executive directors and managers.
Benefits
The benefits granted to our employees follow the market standard, including health plans and Spanish, English and Portuguese language lessons. In some cases, depending on the working location, we also provide meal, transportation, parking or financial aid for junior employees who are still in college. For senior management, we also provide vehicles.
E.SHARE OWNERSHIP
Share Ownership
The total number of shares of the Company beneficially owned by our directors, executive officers and employees as a group, as of the date of this annual report, was 5,558,358 which represents 3.9% of the total shares of the company. See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” for information regarding share ownership by our directors and executive officers.
Share Options and Restricted Share and Restricted Stock Unit Plan
Adecoagro/IFH 2004 Stock Incentive Option Plan
The Company maintains the Adecoagro/IFH 2004 Incentive Option Plan (formerly, the International Farmland Holdings, LLC 2004 Incentive Option Plan, and referred to herein as the “2004 Plan”). Initially, the 2004 Plan provided for the grant of options to purchase ordinary units of IFH. In connection with the Reorganization, the Option Plans were amended and restated to provide for the grant of options to purchase common shares of the Company, and all then-outstanding options to purchase IFH ordinary units were converted into options to purchase the Company’s common shares.
The number of common shares reserved and available for issuance under the 2004 Plan as of the date of this report are 1,213,152, respectively. Shares subject to awards that become forfeited, canceled, expired, withheld upon exercise, reacquired by the Company prior to vesting or otherwise terminated will again be available for future awards under the Option Plans.
Administration and Eligibility
The Option Plans are administered by the Compensation Committee of the Company’s Board of Directors (the “Committee”). The Committee has general authority to, among others, select individuals for participation, determine the time and amount of grants, and interpret the plans and awards. The Committee determines the vesting requirements of the awards.
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The Option Plans require that the exercise price of any future grants shall be no less than the greater of the fair market value of our common shares on the date of grant and the par value per common share.
Individuals eligible to receive options under the 2004 Plan include officers and employees.
Amendment and Termination
The Board of Directors may amend or terminate the Option Plans in its discretion, and the Committee may amend any outstanding options in its discretion, except participant consent will be needed if a participant’s rights are adversely affected. If not previously terminated by the Board of Directors, the Option Plans will terminate on the 10th anniversary of its adoption. The 2004 Plan was amended to extend the term to the 20th anniversary of its adoption. On August 15, 2023, the Board of Directors of the Company approved the amendment and restatement of the A2004 Plan now known as the Second Amended and Restated Adecoagro/IFH 2004 Stock Incentive Option Plan to extend for an additional ten years the period to exercise the awards granted under the plan.
Granted Options
Under the 2004 Plan, options to purchase 2,402,228 common shares were granted and the weighted average exercise price of all granted options was $6.67.
Outstanding options under the 2004 Plan vested in three equal installments on the first three anniversaries of the date of grant. Vesting under this Option Plans is generally subject to the participant’s continued service as of each applicable vesting date, and all options terminate 30 years from the date of grant. No further option under both plans will be granted.
Adecoagro S.A. Amended and Restated Restricted Share and Restricted Stock Unit Plan
On November 11, 2011, the Board of Directors of the Company approved the amendment and restatement of the Adecoagro S.A. Restricted Share Plan, now known as the Amended and Restated Restricted Share and Restricted Stock Unit Plan (as amended from time to time, the “Plan). On December 16, 2020, the Board of Directors of the Company amended the Plan to extend the expiration date to October 28, 2030.
The Plan provides for awards of restricted shares or restricted stock units to employees, officers, members of the Board of Directors and other service providers of the Company. The purpose of the Plan is to further align the interests of participants with those of the shareholders by providing participants with long-term incentive compensation opportunities tied to the performance of the Company’s common shares.
On March 20, 2025 and March 18, 2026 the Plan was again amended by the Board of Directors to increase the number of common shares available for issuance with respect to which awards may be made. Currently, the maximum number of common shares with respect to which awards may be made under the Plan is equal to 12,076,667 common shares inclusive of such Shares that are subject to outstanding grants of awards. To the extent any award under the Plan is canceled, expired, forfeited, surrendered, settled in cash, or otherwise terminated without delivery of shares the shares retained by or returned to the Company will again be available for future awards under the Plan. The shares available for issuance as well as outstanding awards under the Plan are subject to adjustment in the event of a reorganization, stock split, merger or similar change. Under the Plan, as of the date of this annual report, 11,445,363 common shares had been issued to directors, senior management and employees.
Administration and Eligibility
The Plan is administered by the Talent and Compensation Committee. This Committee has general authority to grant awards, determine the recipients of awards and prescribe the terms of awards, as well as authority to interpret and apply the terms of the Plan and individual awards. The Committee determines the amount and the vesting requirements of the awards.
Terms of Awards
A grant of restricted shares represents common shares that are issued subject to vesting requirements and transfer restrictions, as determined by the Committee in its discretion. The vesting requirements may be based on the continued employment or service of the participant for a specified time period or on the attainment of specified business performance goals established by the Committee. Subject to the transfer restrictions and vesting requirements of the award, the participant will have the rights of a stockholder of the Company, including voting rights and the right to receive dividends.
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The number of restricted shares or restricted stock units awarded to individuals each year will be based on Company performance. Once awarded, the restricted shares or restricted stock units are subject to a service-based vesting schedule and vest in three equal annual installments on the first three anniversaries of the date of grant or as otherwise determined by the Committee in its discretion, subject only to the participant’s continued service to the Company as of each applicable vesting date. Restricted stock units are payable following the vesting of an award in shares.
Amendment and Termination
The Board of Directors may amend, modify, suspend or terminate the Plan in its discretion, except participant consent will be needed if participants’ rights are adversely affected. If not previously terminated by the Board of Directors, the Plan will terminate on the 20th anniversary of its adoption.
Share Options and Restricted Shares
The total number of ordinary and restricted shares to be issued upon exercise of the options to directors and executive officers as a group under our Option Plans is 1,213,152 in the aggregate. The range of exercise prices per common share under our 2004 Plan is $5.83 to $8.62. Upon the exercise of all options the only employee that would exceed the 1% holding is Mariano Bosch, who would reach 1.3%.
F.DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION

Not applicable.
Item 7.    Major Shareholders and Related Party Transactions
A.MAJOR SHAREHOLDERS
The following table sets forth the beneficial ownership of our shares for each person known to us to own beneficially at least 5% of our common shares and our directors and executive officers, based on the information most recently available to the Company, as of April 22, 2026. The holders listed below have the same voting rights as all other holders of our shares.
As of April 22, 2026, we had 144,308,466 outstanding shares. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days from April 22, 2026, including through the exercise of any option. These shares, however, are not included in the computation of the percentage ownership of any other person.

  Number Percent
Principal Shareholders:    
Tether Global Investments Fund, S.I.C.A.F., S.A. (1)
 105,880,368  73.4  %
Directors, Executive Officers and Company's employees as a Group* 5,588,358  3.9  %
________________________________________________________________________________________________
* No single shareholder beneficially owns more than 1% based on the total number of outstanding shares, except for Mariano Bosch who beneficially owns 1.3%.
(1)The address of Tether Global Investments Fund, S.I.C.A.F., S.A. is Final Av. La Revolucion, Colonia San Benito, Edif. Centro, Corporativo Presidente Plaza, Nivel 12, Oficina 2, Distrito de San Salvador, Municipio de San Salvador Centro, Republica de El Salvador. Includes 105,880,368 shares held by Tether International, S.A. de C.V., a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. Mr. Giancarlo Devasini has a greater than 50% voting interest in Tether Global Investments Fund, S.I.C.A.F., S.A. This information is based on a Schedule 13D/A filed with the SEC on March 26, 2026.

Significant Changes in Ownership

On March 26, 2025, we entered into a Transaction Agreement with Tether, an El Salvador corporation and a member of the Tether Group which includes the issuer of USDT, the world’s largest stablecoin.
Pursuant to the terms of the Transaction Agreement, on March 28, 2025, Tether commenced a tender offer (the “Offer”) to acquire up to 49,596,510 common shares of the Company at a price in cash of $12.41 per common share (representing, when added to the common shares already owned by Tether, approximately 70% of the outstanding common shares of the Company), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 28, 2025.
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The Offer expired at 12:00 midnight, New York City time, on April 24, 2025, and the Offer was not extended. The Depositary advised that, as of the Expiration Time, a total of 67,075,545 common shares had been validly tendered (and not validly withdrawn). As of the Expiration Time, the number of common shares validly tendered (and not validly withdrawn) pursuant to the Offer satisfied the Minimum Condition.
Tether accepted for payment 49,596,510 Common Shares validly tendered (and not validly withdrawn) as promptly as practicable after the Expiration Time. From each tendering shareholder a proration factor of 73.9% of the number of Common Shares validly tendered (and not validly withdrawn) by such tendering shareholder was accepted.
Following the Offer, Tether continued purchasing our common shares through open market transactions. In December 2025, Tether participated in the Company’s public equity offering, through an additional investment of $220 million.
According to a Schedule 13D/A filed with the SEC on March 26, 2026, Tether Global Investments Fund, S.I.C.A.F., S.A. owns 105,880,368 shares of our outstanding common shares.
According to a Schedule 13F-HR filed with the SEC on July 18, 2025, PGGM Investments (also known as Stichting Pensioenfonds Zorg en Welzijn) no longer beneficially owns more than 5% of our outstanding common shares.
Holders
As of April 22, 2026, 7,684,851 shares were held by United States record holders, representing 5.3% of our outstanding common shares.

B.RELATED PARTY TRANSACTIONS
The following is a description of certain related party transactions we have entered into since January 1, 2025 with any of our executive officers, directors or their affiliates and holders of more than 5% of any class of our voting securities in the aggregate, which we refer to as related parties, other than compensation arrangements which are described under “Item 6. Directors, Senior Management and Employees.”
Transaction Agreement

On March 26, 2025, we entered into the Transaction Agreement with Tether. The Transaction Agreement provides for the commencement of the Offer by Tether. Tether’s obligation to accept for payment and to pay for any of our common shares that are tendered in the Offer is subject to the satisfaction or waiver, if permitted under the Transaction Agreement, of each of the conditions to the Offer, including there being validly tendered and not validly withdrawn a number of common shares that, when added to the common shares already owned by Tether, represents at least 51% of the outstanding common shares on a fully diluted basis. The Transaction Agreement provides that effective upon the time at which common shares are first accepted for payment under the Offer, Tether shall be entitled to designate, to serve on our Board of Directors, the number of directors, rounded up to the next whole number, determined by multiplying: (i) the total number of directors on our Board of Directors (giving effect to any increase in the size of our Board of Directors effected pursuant to this paragraph); by (ii) a fraction having a numerator equal to the aggregate number of our common shares then beneficially owned by Tether (including all our common shares accepted for payment pursuant to the Offer), and having a denominator equal to the total number of our common shares then issued and outstanding, and Tether shall have the right to cause one of the directors so designated by it to serve as our Executive Chairman. The Transaction Agreement is incorporated by reference as an Exhibit to this annual report.
Registration Rights Agreement

Pursuant to the Transaction Agreement, we entered into a Registration Rights Agreement with Tether that grants Tether certain customary registration rights, including demand registration rights and piggyback registration rights, with respect to registrable securities Tether holds. We agreed to pay certain fees and expenses in connection with such registration, subject to certain exceptions. The Registration Rights Agreement is incorporated by reference as an Exhibit to this annual report.

Other Related Party Transactions
To see a summary of the balances and transactions with related parties, please see Note 31 to our Consolidated Financial Statements.
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C.INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
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Item 8.    Financial Information 
A.CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION.
See "Item 18. Financial Statements" and pages F-1 through F-89 for our Consolidated Financial Statements.
Legal and Administrative Proceedings
We are subject to several laws, regulations and business practices of the countries in which we operate. In the ordinary course of business, we are subject to certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving tax, social security, labor lawsuits and other matters. We accrue liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Currently, we are not engaged in any material litigation or arbitration and no material litigation or claims are known to us to be pending or threatened against us which, either alone or on a combined basis, may result in an adverse effect on our business, results of operations, or cash flows.
In Argentina and Brazil we are engaged in several legal proceedings, including tax, social security, labor, civil, environmental, administrative and other proceedings, for which we have established provisions in an aggregate amount of $27.1 as of December 31, 2025. In addition, there are currently certain legal proceedings pending in which we are involved for which we have not established provisions. In the opinion of our management, the ultimate disposition of any threatened or pending matters, either individually or on a combined basis, will not have a material adverse effect on our combined financial condition, liquidity, or results of operations other than as described below.
Dividend Policy
The amount and payment of dividends will be determined by a simple majority vote at a general shareholders’ meeting, typically but not necessarily, based on the recommendation of our Board of Directors. All shares of our capital stock rank pari passu with respect to the payment of dividends. Pursuant to our articles of incorporation, the Board of Directors has the power to distribute interim dividends in accordance with applicable Luxembourg law. Dividends may be lawfully declared and paid if our net profits and distributable reserves are sufficient under Luxembourg law.
Under Luxembourg law, at least 5% of our net profits per year must be allocated to the creation of a legal reserve until such reserve has reached an amount equal to 10% of our issued share capital. If the legal reserve subsequently falls below the 10% threshold, at least 5% of the annual net profits again must be allocated toward the reserve. The legal reserve is not available for distribution.
Subject to the conditions set forth by Luxembourg law and notably subject to the Company having sufficient distributable reserves, any dividend distribution will be resolved upon either by the general meeting of the shareholders of the Company or the Board of Directors (through a declaration of advances on dividends).

On March 11, 2025, our Board of Directors, having determined that the conditions under applicable law for the distribution of an interim dividend were satisfied, approved interim accounts and declared the distribution of an interim dividend of $17.5 million (the “Interim Dividend”), to be paid out of the share premium account of the Company to shareholders of record as of May 2, 2025. The Interim Dividend was paid on May 16, 2025. The Board further resolved to propose to the annual general meeting of shareholders the declaration of an annual dividend of $35 million to be paid in two installments, including the Interim Dividend and a second installment of $17.5 million to be paid at a later date. On June 17, 2025, the general meeting of shareholders approved such annual dividend. The first installment of $17.5 million, corresponding to the Interim Dividend, was paid on May 16, 2025, and the second installment of $17.5 million was paid on November 19, 2025.

On March 13, 2026 the Board of Directors proposed to the general meeting of shareholders that the Company declare a dividend in the amount of $35 million to be paid to holders of outstanding shares out of the Company’s share premium account in two equal installments of $17.5 million and to delegate authority to the Board of Directors to determine the related record and payment dates.

On April 15, 2026, the annual general meeting of shareholders approved the declaration of a dividend in the amount of $35 million, to be distributed out of the Company’s share premium account in two equal installments of $17.5 million to holders of the Company’s outstanding shares, and delegated authority to the Board of Directors to determine the related record and payment dates. On April 16, 2026, the Board of Directors determined that the record and payment dates for the first installment will be May 4 and May 19 respectively, and that the record and payment dates for the second installment will be on or about November 2026.
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Adecoagro is a holding company and has no material assets other than its ownership of partnership interests in Adecoagro LP SCS. As a result, it is a holding entity with no material assets other than its indirect ownership of shares in operating subsidiaries in foreign countries. If we were to distribute a dividend at some point in the future, we would cause the operating subsidiaries to make distributions to Adecoagro LP SCS, which in turn would make distributions to Adecoagro in an amount sufficient to cover any such dividends.
Our subsidiaries in Argentina and Brazil are subject to certain restrictions on their ability to declare or pay dividends. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Indebtedness and Financial Instruments” and “—Risks Related to our Business and Industries—The terms of our indebtedness and that of certain of our subsidiaries impose significant restrictions on our operating and financial flexibility.”

B.SIGNIFICANT CHANGES
Except as otherwise disclosed in this annual report, there has been no undisclosed significant change since the date of the annual Consolidated Financial Statements.
Item 9.    The Offer and Listing 
A.OFFER AND LISTING DETAILS

Our common shares have been listed on the NYSE under the symbol “AGRO” since January 28, 2011. As of the date of this report, our issued share capital amounts to $221.8 million, represented by 147,872,161 shares (of which 3,599,079 were treasury shares) with a nominal value of $1.50 each. All issued shares are fully paid up.

B.PLAN OF DISTRIBUTION
Not applicable.
C.MARKETS 
Our common shares have been listed on the NYSE under the symbol “AGRO” since January 28, 2011. See “—A. Offer and Listing Details.”
D.SELLING SHAREHOLDERS
Not applicable.
E.DILUTION
Not applicable.    
F.EXPENSES OF THE ISSUE
Not applicable.
Item 10.    Additional Information 
A.SHARE CAPITAL
Not applicable.
B.MEMORANDUM AND ARTICLES OF ASSOCIATION
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The following is a summary of some of the terms of our common shares, based in particular on our articles of incorporation and the Luxembourg law of August 10, 1915 on commercial companies as amended.
Adecoagro’s shares are governed by Luxembourg law and its articles of incorporation. More information concerning shareholders’ rights can be found in the Luxembourg law on commercial companies dated August 10, 1915, as amended and the articles of incorporation.
The following is a summary of the rights of the holders of our shares that are material to an investment in our common shares. These rights are set out in our articles of incorporation or are provided by applicable Luxembourg law, and may differ from those typically provided to shareholders of U.S. companies under the corporation laws of some states of the United States. This summary does not contain all information that may be important to you. For more complete information, you should read our updated articles of incorporation, which are attached as an exhibit to this annual report.
General
Adecoagro is a Luxembourg société anonyme (a joint stock company). The Company’s legal name is “Adecoagro S.A.” Adecoagro was incorporated on June 11, 2010 and on October 26, 2010 all the outstanding shares of Adecoagro were acquired by IFH LLC.
On October 30, 2010, the members of IFH LLC transferred pro rata approximately 98% of their membership interests in IFH LLC to Adecoagro in exchange for common shares of Adecoagro. In a series of transactions during 2012, we transferred shares of Adecoagro to certain limited partners of IFH in exchange for their residual interest in IFH, increasing our interest in IFH to approximately 100%.
On January 28, 2011, Adecoagro completed the IPO of its shares on the NYSE. The shares are traded under the symbol “AGRO.” 

On March 27, 2015, Adecoagro commenced a series of transactions for the purpose of transferring the domicile of Adecoagro LP to Luxembourg. In connection with the Adecoagro LP redomiciliation, Adecoagro merged IFH into Adecoagro LP with Adecoagro LP as the surviving entity and Adecoagro GP S.à r.l., a société à responsabilité limitée organized under the laws of Luxembourg, became the general partner of Adecoagro LP on April 1, 2015. On April 2, 2015, Adecoagro completed the redomiciliation of Adecoagro LP (Delaware) out of Delaware to Luxembourg and Adecoagro LP, without dissolution or liquidation, continued its corporate existence as Adecoagro LP S.C.S., a société en commandite simple organized under Luxembourg law, effective April 2, 2015. For a detailed description of the Adecoagro LP redomiciliation please see “Item 4. Information on the Company—A. History and Development of the Company—History. Since that date the affairs of Adecoagro LP S.C.S. have been governed by its articles of incorporation and Luxembourg law.
Adecoagro is registered with the Luxembourg Registry of Trade and Companies under number B153681. Adecoagro has its registered office at 28 Boulevard F.W. Raiffeisen, L-2411 Luxembourg since April 30, 2024.
 The corporate purpose of Adecoagro, as stated in Article 4 of our articles of incorporation (Purpose Object), is the following: The object of Adecoagro is the holding of participations, in any form whatsoever, in Luxembourg and foreign companies, or other entities or enterprises, the acquisition by purchase, subscription, or in any other manner as well as the transfer by sale, exchange or otherwise of stock, bonds, debentures, notes and other securities or rights of any kind including interests in partnerships, and the holding, acquisition, disposal, investment in any manner (in), development, licensing or sub licensing of, any patents or other intellectual property rights of any nature or origin as well as the ownership, administration, development and management of its portfolio. Adecoagro may carry out its business through branches in Luxembourg or abroad.
Adecoagro may borrow in any form and proceed to the issuance by private or public means of bonds, convertible bonds and debentures or any other securities or instruments it deems fit.
In a general fashion it may grant assistance (by way of loans, advances, guarantees or securities or otherwise) to companies or other enterprises in which Adecoagro has an interest or which form part of the group of companies to which Adecoagro, belongs or any entity as Adecoagro may deem fit (including upstream or cross stream), take any controlling, management, administrative and/or supervisory measures and carry out any operation which it may deem useful in the accomplishment and development of its purposes.
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Finally, Adecoagro can perform all commercial, technical and financial or other operations, connected directly or indirectly in all areas in order to facilitate the accomplishment of its purpose.

Amended and Restated Articles of Incorporation

Following the consummation of the Offer, our Articles of Incorporation have been amended and restated (the “Amended Articles”). The Amended Articles implement certain governance provisions negotiated by us and Tether, including the following provisions:

•Company Board Representation. Any shareholder (including Tether, but excluding Adecoagro as to treasury shares and any depository) holding or controlling more than 50% of our outstanding shares shall be entitled to nominate a number of directors to our board of directors, rounded up to the next whole number, determined by multiplying: (i) the total number of directors on the board of directors by (ii) a fraction having a numerator equal to the aggregate number of our shares then beneficially owned by the relevant shareholder (and evidenced to us), and having a denominator equal to the total number of shares then issued and outstanding, provided that such number of candidates shall be reduced in order to comply with the requirement that a minimum of three directors be independent directors.

•Acquisition Restrictions. Shareholders, whether alone or acting in concert, are prohibited from acquiring or holding more than 80% of our Shares unless they make a public offer to acquire all of our outstanding shares.

•Restrictions on Related Party Transactions. Any Related Party Transaction (as defined in Item 7.B of SEC Annual Report on Form 20-F) will require the prior authorization of our board of directors including the favorable vote of a majority of the independent directors.

•Independent Directors. Our board of directors must always include at least 3 directors who are each “independent” (as defined in the Amended Articles).

•Supermajority Approval Requirements. Any direct or indirect amendment to certain provisions in the Amended Articles that are intended to protect the rights of continuing minority shareholders will require the approval of a 90% majority of the outstanding voting rights of the Company.

The foregoing summary and description of certain provision of the Amended Articles does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Articles, which is attached to the Transaction Agreement, which is filed as an exhibit to this annual report.

Share Capital
As of December 31, 2025, our issued share capital amounted to $221,808,241.50, represented by 147,872,161 shares in issue (of which 5,295,375 were treasury shares) with a nominal value of $1.50 each. All issued shares are fully paid up. Consequently, there were 142,576,786 common shares outstanding.
We have an authorized share capital of $3,000,000,000, including the issued share capital as of December 31, 2025 of $221,808,241.50, and are authorized to issue up to 2,000,000,000 shares of a nominal value of $1.50 each (taking into account the shares issued as of the date hereof) out of such authorized share capital. Our authorized unissued share capital as of December 31, 2025 is $2,778,191,758.50. The authorization of our Board of Directors in connection with the authorized share capital is valid as from October 29, 2025 for a period of five years.
Our articles of incorporation authorize the Board of Directors to issue shares within the limits of the authorized unissued share capital at such times and on such terms as the Board or its delegates may decide for a period ending on October 29, 2030 (unless it is extended, amended or renewed). Accordingly, the Board may 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, to such persons, 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 Our articles of incorporation provide that any preemptive rights can be waived, suppressed or limited by the Board of Directors for a period ending on October 29, 2030, in the event of an increase of the issued share capital by the Board of Directors within the limits of the authorized un-issued share capital.
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Our authorized share capital is determined (and may be increased, reduced or extended) by our articles of incorporation, as amended from time to time, by the decision of our shareholders at an extraordinary general shareholders’ meeting with the necessary quorum and majority provided for the amendment of our articles of incorporation. See “—Amendment to the Articles of Incorporation” and “—General Meeting of Shareholders”.
Under Luxembourg law, existing shareholders benefit from a preemptive subscription right on the issuance of shares for cash consideration (which may however be waived).
Form and Transfer of Shares
Our shares are issued in registered form only and are freely transferable. Luxembourg law does not impose any limitations on the rights of Luxembourg or non-Luxembourg residents to hold or vote our shares.
Shareholders, whether alone or acting in concert, are prohibited from acquiring or holding more than 80% of our
Shares unless they make a public offer to acquire all of our outstanding shares
Under Luxembourg law, the ownership of registered shares is evidenced by the inscription of the name of the shareholder, the number of shares held by him or her in the register of shares of the Company. Each transfer of shares in the share register shall be effected by written declaration of transfer to be recorded in the register of shares, such declaration to be dated and signed by the transferor and the transferee, or by their duly appointed agents. We may accept and enter into the share register any transfer effected pursuant to an agreement or agreements between the transferor and the transferee, true and complete copies of which have been delivered to us.
We may appoint registrars in different jurisdictions, each of whom may maintain a separate register for the shares entered in such register. We have appointed Computershare as our New York registrar and transfer agent. The holders of our shares may elect to be entered in one of the registers and to be transferred from time to time from one register to another register provided that our Board of Directors may however impose transfer restrictions for shares that are registered, listed, quoted, dealt in, or have been placed in certain jurisdictions in compliance with the requirements applicable therein. The transfer to the register kept at the Company’s registered office may always be requested by a shareholder.
In addition, our articles of incorporation provide that our shares may be held through a securities settlement system or a professional depository of securities. Shares held in such manner have the same rights and obligations as shares recorded in our shareholder register(s) (subject to complying with certain formalities). Shares held through a securities settlement system or a professional depository of securities may be transferred in accordance with customary procedures for the transfer of securities in book-entry form.
Issuance of Shares
Pursuant to Luxembourg law of August 10, 1915 on commercial companies as amended, the issuance of shares in Adecoagro requires the approval by the general meeting of shareholders at the quorum and majority provided for the amendment of our articles of incorporation. See “—Amendment to the Articles of Incorporation” and “—General Meeting of Shareholders.” The general meeting of shareholders may however approve an authorized unissued share capital and authorize the Board of Directors to issue shares up to the maximum amount of such authorized unissued share capital for a maximum period of five years. The general meeting may amend, renew or extend such authorized share capital and authorization to the Board of Directors to issue shares. 
We have an authorized share capital of $3,000,000,000, including the issued share capital, and are authorized to issue up to 2,000,000,000 shares of a nominal value of $1.50 each (taking into account currently issued shares) out of such authorized share capital. The Board of Directors has been authorized to issue shares within the limits of the authorized unissued share capital at such times and on such terms as the Board or its delegates may decide for a period ending on October 29, 2030 (unless it is extended, amended or renewed). Accordingly, the Board may 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. Our articles of incorporation provide that any preemptive rights can be waived, suppressed or limited by the Board of Directors for a period ending on October 29, 2030, in the event of an increase of the issued share capital by the Board of Directors within the limits of the authorized un-issued share capital.
Our authorized unissued share capital as of December 31, 2025 is $2,778,191,758.50. The authorization of our Board
of Directors in connection with the authorized share capital is valid as from 29 October 2025 for a period of five years.
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Our articles provide that no fractional shares may be issued.
Our shares have no conversion rights and there are no redemption or sinking fund provisions applicable to our common shares.
Preemptive Rights
Unless suppressed, waived or limited by our Board of Directors as described above, holders of our shares have a pro
rata preemptive right to subscribe for any new shares issued for cash consideration. Our articles of incorporation provide that any preemptive rights can be waived, suppressed or limited by the Board of Directors for a period ending on October 29, 2030, in the event of an increase of the issued share capital by the Board of Directors within the limits of the authorized un-issued share capital.
Repurchase of Shares
We cannot subscribe for our own shares.
We may, however, repurchase issued shares or have another person repurchase issued shares for our account, subject in particular to the following conditions (except in limited circumstances set forth by law)
•the prior authorization of the general meeting of shareholders (at the quorum and majority for ordinary resolutions), which authorization sets forth the terms and conditions of the proposed repurchase and in particular the maximum number of shares to be repurchased, the duration of the period for which the authorization is given (which may not exceed five years) and, in the case of repurchase for consideration, the minimum and maximum consideration per share, must have been obtained;
•the repurchase may not reduce our net assets on a non-consolidated basis to a level below the aggregate of the issued share capital increased by the reserves that we must maintain pursuant to Luxembourg law or its articles of incorporation; and
•only fully paid up shares may be repurchased.
The general meeting of shareholders has authorized that the Company, and/or any wholly-owned subsidiary (and/or any person acting on their behalf), may purchase, acquire, receive or hold shares in the Company under article 430-15 of the Luxembourg law of August 10, 1915, as amended, from time to time up to 10% of the issued share capital, on the following terms and on such terms as referred to below and as shall further be determined by the Board of Directors of the Company, such authorization being valid (subject to renewal) for a period of five years from January 10, 2011. Such period was thereafter extended to end on April 21, 2026.
Acquisitions may be made in any manner including without limitation, by tender or other offers, buyback programs, 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:
(i) in the case of acquisitions other than in the circumstances set forth under (ii), for a net purchase price being (x) no less than 50% of the lowest stock price and (y) no more than 50% 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 (hereafter, 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);
(ii) in case of a tender offer (or if deemed appropriate by the Board of Directors, a buyback program),
a. 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: no less than 50% of the lowest stock price and (y) no more than 50% 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;
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b. 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 50% of the lowest stock price and (y) no more than 50% 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.
In addition, pursuant to Luxembourg law the Board of Directors may repurchase shares without the prior approval of the general meeting of shareholders if necessary to prevent serious and imminent harm to us or if the acquisition of shares has been made in view of the distribution thereof to the employees.
A share repurchase program was approved by the Board of Directors of the Company on September 12, 2013 to acquire up to 5% of the total outstanding share capital of the Company to be held as treasury shares (the “Share Repurchase Program”). The Share Repurchase Program was implemented in compliance with the authorization granted by the general meeting of shareholders of the Company, any applicable law, rules or regulations described above and the following limits approved by the Board of Directors of the Company. The Share Repurchase Program was approved for a period of 12 months from September 23, 2014 (the date of its announcement) or until reaching the maximum number of shares authorized under the Share Repurchase Program, whichever occurs first. On April 4, 2017, the Board of Directors amended the Share Repurchase Program to include repurchases under Open Market Transactions, in reliance on the “safe harbor” from liability for manipulation provided by Rule 10b-18 of the Securities Exchange Act of 1934 (the “Securities Exchange Act”) and in privately negotiated transactions. The Share Repurchase Program was renewed by decision of the Board of Directors on December 11, 2024 for an additional period of 12 months, ending on December 31, 2025, or until the maximum number of shares authorized under the Program are repurchased, whatever occurs first.
Capital Reduction
The articles of incorporation provide that the issued share capital may be reduced, subject to the approval by the general meeting of shareholders at the quorum and majority provided for the amendment of our articles of incorporation. See “—Amendment to the Articles of Incorporation” and “—General Meeting of Shareholders”.
General Meeting of Shareholders
In accordance with Luxembourg law and our articles of incorporation, any regularly constituted general meeting of shareholders of Adecoagro represents the entire body of shareholders of the Company. It shall have the broadest powers to order, carry out or ratify acts relating to the operations of the Company.
The annual general meeting of shareholders of Adecoagro as well as any other meetings of shareholders shall be held in the Grand Duchy of Luxembourg at such place and time as indicated in the notice of the meeting.
Each of our shares entitles the holder thereof to attend our general meeting of shareholders, either in person or by proxy, to address the general meeting of shareholders, and to exercise voting rights, subject to the provisions of our articles of incorporation. Each share entitles the holder to one vote at a general meeting of shareholders, subject to our articles of incorporation. There is no minimum shareholding required to be able to attend or vote at a general meeting of shareholders.
A shareholder may act at any general meeting of shareholders by appointing another person (who need not be a shareholder) as his proxy, which proxy shall be in writing and comply with such requirements as determined by our board with respect to the attendance to the general meeting, and proxy forms in order to enable shareholders to exercise their right to vote. All proxies must be received by us (or our agents) no later than the day preceding the fifth (5th) working day before the date of the general meeting except if our Board of Directors decides to change such a time frame.
Our articles of incorporation provide that in the case of shares held through the operator of a securities settlement system or depository, a holder of such shares wishing to attend a general meeting of shareholders must receive from such operator or depository a certificate certifying the number of shares recorded in the relevant account on the blocking date and certifying that the shares in the account shall be blocked until the close of the general meeting. Such certificates should be submitted to us no later than the day preceding the fifth working day before the date of the general meeting unless our board fixes a different period.
Our Board of Directors may determine a date preceding a general meeting as the record date for admission to such general meeting. When convening a general meeting of shareholders, we will publish the convening notice (which must be published at least 15 days before the meeting) in the Recueil Électronique des Sociétés et Associations, and in a Luxembourg newspaper and in the case the shares of the Company are listed on a regulated market, in accordance with the publicity requirements of such regulated market applicable to the Company.
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If all of the shareholders are present or represented at a general meeting of shareholders, the general meeting may be held without prior notice or publication. These convening notices must contain the agenda of the meeting and set out the conditions for attendance and representation at the meeting.
All materials relating to a general meeting of shareholders (including the notice) will be available at the website of Adecoagro at www.adecoagro.com and will be filed with the SEC on Form 6-K. The information on our website is not incorporated by reference in, and does not constitute a part of, this annual report.
Luxembourg law provides that the Board of Directors is obliged to convene a general meeting of shareholders if shareholders representing, in the aggregate, at least 10% of the issued share capital so require in writing with an indication of the agenda. In such case, the general meeting of shareholders must be held within one month of the request. If the requested general meeting of shareholders is not held within one month, shareholders representing, in the aggregate, at least 10% of the issued share capital, may petition the competent president of the district court in Luxembourg to have a court appointee convene the meeting. Luxembourg law provides that shareholders representing, in the aggregate, at least 10% of the issued share capital may request that additional items be added to the agenda of a general meeting of shareholders. That request must be made by registered mail sent to the registered office at least five days before the holding of the general meeting of shareholders.
Voting Rights
Each share of our shares entitles the holder thereof to one vote at a general meeting of shareholders, subject to the provisions of our articles of incorporation.
Luxembourg law distinguishes between “ordinary” general meetings of shareholders and “extraordinary” general meetings of shareholders.
Extraordinary general meetings of shareholders are convened to resolve in particular upon an amendment to the articles of incorporation and certain other limited matters including those described below and are generally subject to the quorum and majority requirements described below. All other general meetings of shareholders are ordinary general meetings of shareholders.
Ordinary General Meetings of Shareholders. At an ordinary general meeting of shareholders there is no quorum requirement, and resolutions are adopted by a simple majority of the votes validly cast, irrespective of the number of shares represented. Abstentions are not considered “votes”.
Extraordinary General Meetings of Shareholders. An extraordinary general meeting of shareholders convened for the purpose of in particular (a) an increase or decrease of the authorized or issued share capital, (b) a limitation or exclusion of preemptive rights, (c) approving a legal merger or de-merger of Adecoagro, (d) dissolution of the Company or (e) an amendment of the articles of incorporation must generally have a quorum of at least 50% of our issued share capital except in limited circumstances provided for by Luxembourg law. If such quorum is not reached, the extraordinary general meeting of shareholders may be reconvened, pursuant to appropriate notification procedures, at a later date with no quorum requirement applying.
Irrespective of whether the proposed actions described in the preceding paragraph will be subject to a vote at the first or a subsequent extraordinary general meeting of shareholders, such actions are generally subject to the approval of at least two-thirds of the votes validly cast at such extraordinary general meeting of shareholders (except in limited circumstances provided for by Luxembourg law or our articles of incorporation). Any direct or indirect amendment to certain provisions of our articles of incorporation that are intended to protect the rights of continuing minority shareholders will require the approval of a 90% majority of the outstanding voting rights of the Company. Abstentions are not considered “votes”.
Appointment and Removal of Directors. Members of the Board of Directors may be elected by a simple majority of the votes validly cast at any general meeting of shareholders. Under the articles of incorporation, all directors are elected for a period of up to three years with such possible extension as provided therein 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. Any director may be removed with or without cause by a simple majority vote at any general meeting of shareholders. Any shareholder (excluding Adecoagro as to treasury shares and any depository ) holding or controlling more than 50% of our outstanding shares shall be entitled to nominate a number of directors to our board of directors, rounded up to the next whole number, determined by multiplying: (i) the total number of directors on the board of directors by (ii) a fraction having a numerator equal to the aggregate number of our shares then beneficially owned by the relevant shareholder (and evidenced to us), and having a denominator equal to the total number of shares then issued and outstanding, provided that such number of candidates shall be reduced in order to comply with the requirement that a minimum of three directors be independent directors.
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The articles of incorporation provide that in case of a vacancy the remaining directors may co-opt a director and fill such vacancy.
Neither Luxembourg law nor our articles of incorporation contain any restrictions as to the voting of our shares by non-Luxembourg residents.
Amendment to the Articles of Incorporation
Luxembourg law requires an extraordinary general meeting of shareholders to resolve upon an amendment to the articles of incorporation. The agenda of the extraordinary general meeting of shareholders must indicate the proposed amendments to the articles of incorporation.
An extraordinary general meeting of shareholders convened for the purpose of amending the articles of incorporation must generally have a quorum of at least 50% of our issued share capital. If such a quorum is not reached, the extraordinary general meeting of shareholders may be reconvened at a later date with no quorum according to the appropriate notification procedures. Irrespective of whether the proposed amendment will be subject to a vote at the first or a subsequent extraordinary general meeting of shareholders, the amendment is generally subject to the approval of at least two-thirds of the votes cast at such extraordinary general meeting of shareholders. Any direct or indirect amendment to certain provisions of our articles of
incorporation require the approval of a 90% majority of the outstanding voting rights of the Company
Any resolutions to amend the articles of incorporation must be taken before a Luxembourg notary and such amendments must be published in accordance with Luxembourg law.
Merger and Division
A merger by absorption whereby a Luxembourg company, after its dissolution without liquidation transfers to another company all of its assets and liabilities in exchange for the issuance to the shareholders of the company being acquired of shares in the acquiring company, or a merger effected by transfer of assets to a newly incorporated company, must, in principle, be approved by an extraordinary general meeting of shareholders of the Luxembourg company to be held before a notary. Similarly the de-merger of a Luxembourg company is generally subject to the approval by an extraordinary general meeting of shareholders.
Liquidation
In the event of the liquidation, dissolution or winding-up of Adecoagro, the assets remaining after allowing for the payment of all liabilities will be paid out to the shareholders pro rata to their respective shareholdings. The decision to voluntarily liquidate, dissolve or wind-up require the approval by an extraordinary general meeting of shareholders of the Company to be held before a notary.
No Appraisal Rights
Neither Luxembourg law nor our articles of incorporation provide for any appraisal rights of dissenting shareholders.
Distributions
Subject to Luxembourg law, each share is entitled to participate equally in distributions if and when if declared by the general meeting of shareholders out of funds legally available for such purposes. Pursuant to the articles of incorporation, the general meeting of shareholders may approve distributions and the Board of Directors may declare interim distribution, to the extent permitted by Luxembourg law.
Declared and unpaid distributions held by us for the account of the shareholders shall not bear interest. Under Luxembourg law, claims for unpaid distributions will lapse in our favor five years after the date such distribution has been declared.
Annual Accounts
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Each year the Board of Directors must prepare annual accounts, that is, an inventory of the assets and liabilities of Adecoagro together with a balance sheet and a profit and loss account. The Board of Directors must also prepare, each year, consolidated accounts and management reports on the annual accounts and consolidated accounts. The annual accounts, the management report and the auditor’s reports (inter alia) must be available for inspection by shareholders at the registered office of Adecoagro at least eight calendar days prior to the date of the annual general meeting of shareholders.
The annual accounts and the consolidated accounts, after approval by the annual general meeting of shareholders, will need to be filed with the Luxembourg registry of trade and companies within one month after the approval and no more than seven months after the close of the financial year.
Information Rights
Luxembourg law gives shareholders limited rights to inspect certain corporate records eight calendar days prior to the date of the annual general meeting of shareholders, including the annual accounts with the list of directors and auditors, the notes to the annual accounts, a list of shareholders whose shares are not fully paid-up, the management reports, the auditor’s report and in case of amendments to the articles, the text of the proposed amendments and the draft of the resulting consolidated articles.
Any registered shareholder is entitled to receive a copy of the annual accounts, the auditor’s reports and the management reports free of charge eight calendar days prior to the date of the annual general meeting of shareholders upon request.
Under Luxembourg law, it is generally accepted that a shareholder has the right to receive responses to questions concerning items on the agenda for a general meeting of shareholders, if such responses are necessary or useful for a shareholder to make an informed decision concerning such agenda item, unless a response to such questions could be detrimental to our interests.
One or more shareholders representing at least 10% of the share capital or 10% of the votes attached to all existing securities may ask the Board of Directors written questions on one or more management operations (opérations de gestion) of the company and, as the case may be, of subsidiaries it controls. In the latter case, the request must be assessed in view of the interest of the companies included within the consolidation. In the absence of response within a period of one month, these shareholders may apply to the court for the appointment of experts instructed to submit a report on the management operations targeted in the question.
Board of Directors
The management of Adecoagro is vested in a Board of Directors. Our articles of incorporation provide that the board must comprise at least three members and no more than 11 members. The number of directors is determined and the directors are appointed at the general meeting of shareholders (except in case 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 Luxembourg law). Our board of directors must always include at least 3 directors who are each “independent” (as defined in our articles of incorporation).

Any shareholder (excluding Adecoagro as to treasury shares and any depository ) holding or controlling more than 50% of our outstanding shares shall be entitled to nominate a number of directors to our board of directors, rounded up to the next whole number, determined by multiplying: (i) the total number of directors on the board of directors by (ii) a fraction having a numerator equal to the aggregate number of our shares then beneficially owned by the relevant shareholder (and evidenced to us), and having a denominator equal to the total number of shares then issued and outstanding, provided that such number of candidates shall be reduced in order to comply with the requirement that a minimum of three directors be independent directors
The directors are appointed for a period of up to three years; provided however the directors shall be elected on a staggered basis, with one-third 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. Directors may be removed with or without cause (ad nutum) by the general meeting of shareholders by a simple majority of votes cast at a general meeting of shareholders. The directors shall be eligible for re-election indefinitely. The general shareholders’ meeting may dismiss one or more directors at any time, with or without cause by a resolution passed by simple majority vote, irrespective of the number of shares present at such general shareholders’ meeting.
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Currently our board has eight members (see “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management—Board of Directors”). The board meets as often as required by our interests.
A majority of the members of the board in office (and able to vote) present or represented at a board meeting constitutes a quorum, and resolutions are adopted by the simple majority vote of the board members present or represented (and able to vote). The board may also take decisions by means of resolutions in writing signed by all directors.
Our board may delegate the daily management of the business of Adecoagro, as well as the power to represent Adecoagro in its day-to-day business, to individual directors or other officers or agents of the Company (with power to sub-delegate). In addition, the Board of Directors may delegate the daily management of the business of Adecoagro, as well as the power to represent Adecoagro in its day-to-day business to an executive or other committee as it deems fit. The Board of Directors shall determine the conditions of appointment and dismissal as well as the remuneration and powers of any person or persons so appointed.
Currently the Board of Directors has appointed the officers listed under “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management.”
The Board of Directors may (but shall not be obliged to unless required by law) establish one or more committees (including without limitation an audit committee, a risk and commercial committee, a strategy committee and a compensation committee) and for which it shall, if one or more of such committees are set up, appoint the members (who may be but do not need to be board members), determine the purpose, powers and authorities as well as the procedures and such other rules as may be applicable thereto (subject as to the audit committee as set forth therein).

Currently our Board has set up five committees and one sub-committee: the Audit Committee, the Talent and Compensation Committee, the Risk and Commercial Committee, the Strategy Committee and the ESG Committee; and the Nominating Sub-Committee of the Talent and Compensation Committee. See “Item 6. Directors, Senior Management and Employees—C. Board Practices.”
No director or member of any committee shall, solely as a result of being a director, be prevented from contracting with us, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any contract in which any director or member of any committee is in any way interested be liable to be avoided, in account of his position as director or member of any committee nor shall any director or member of any committee who is so interested be liable to account for us or the shareholders for any remuneration, profit or other benefit realized by the contract by reason of the director or member of any committee holding that office or of the fiduciary relationship thereby established.
Any director or, as the case may be, member of any committee having a direct or indirect interest in a transaction conflicting with our interest, which has to be considered by the Board of Directors or the relevant committee, as the case may be, shall be obliged to advise the board or the committee thereof and to cause a record of his statement to be included in the minutes of the meeting. He may not take part in these deliberations nor in the vote of the resolution. At the next following general meeting or Board of Directors’ meeting, before any resolution is put to vote, a special report shall be made on any transactions in which any of the directors or members of any committee may have had an interest conflicting with our interest.
No shareholding qualification for directors is required.
Directors and other officers, past and present, are entitled to indemnification from us to the fullest extent permitted by law against liability and all expenses reasonably incurred by him in connection with any claim, action, suit or proceeding in which he is involved by virtue of his being or having been a director. We may purchase and maintain for any director or other officer insurance against any such liability.
No indemnification shall be provided to any Director or officer against any liability to us or our shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. No indemnification will be provided in the event of a settlement (unless approved by a court of competent jurisdiction or the board), nor will indemnification be provided in proceedings in which that director or officer has been finally adjudicated to have acted in bad faith and not in the interest of the Company.
Transfer Agent and Registrar
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The transfer agent and registrar for our common shares is Computershare. The holders of our shares may elect to be entered in one of the registers and to be transferred from time to time from one register to another register provided that our Board of Directors may however impose transfer restrictions for shares that are registered, listed, quoted, dealt in, or have been placed in certain jurisdictions in compliance with the requirements applicable therein. The transfer to the register kept at the registered office of the Company in Luxembourg may always be requested by a shareholder.
C.MATERIAL CONTRACTS
See “Item 4. Information on the Company—B. Business Overview—Material Agreements.”
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D.EXCHANGE CONTROLS

On March 28, 1991, Law No. 23,928 (“Ley de Convertibilidad” or the “Convertibility Law”), established a fixed exchange rate of Peso 1 per US$ in December 2001, Argentina experienced a period of severe political, economic, and social crisis, and on January 6, 2002, the Argentine Congress enacted Law No. 25,561 (“Ley de Emergencia Pública” or the “Public Emergency Law”) after more than ten years of fixed Peso - US$ parity. After devaluing the Peso and setting the official exchange rate at Peso 1.40 per US$, on February 11, 2002, the Argentine government allowed the Peso to float. The shortage of U.S. dollars and their heightened demand caused the Peso to further devalue significantly in the first half of 2002, reaching its lowest valuation on June 25, 2002, when the exchange rate was at Pesos 3.90 per US$. Due to the deterioration of the economic and financial situation in Argentina during 2001 and 2002, in addition to the abandonment of the Peso - US$ parity, the Argentine government established several monetary and currency exchange control measures, including a partial freeze on bank deposits, the suspension of the payments of its sovereign foreign debt, restrictions on the transfer of funds out of, or into, Argentina, and the creation of the Single Free Foreign Exchange Market (“Mercado Único y Libre de Cambios,” which now is called “Mercado Libre de Cambios”) through which FX Market all purchases and sales of foreign currency must be made. Although since 2003 these restrictions were progressively eased to some extent, as a consequence of the increase in the demand in Argentina for U.S. dollars and the capital flow out of Argentina, the Argentine government imposed during 2011 some additional restrictions on the transfer of funds from Argentina and reduced the time required to comply with the mandatory transfer of funds into Argentina. Most foreign exchange restrictions and the restrictions on the transfer of funds into and out of Argentina that had been enacted since 2011, were lifted by Macri’s administration in December 2015, reestablishing Argentine residents’ rights to purchase and remit outside of Argentina's foreign currency with no maximum amount and without specific allocation or prior approval.

Due to the foreign exchange crisis that occurred in Argentina after the primary elections in August 2019, on September 1, 2019, by means of Executive Decree No. 609/2019 (“Decreto de Control de Exportaciones” or the “Export Controls Decree”), the Argentine national government reinstated foreign exchange controls. As the regulatory authority in charge of administering the FX Market, on the same date, the BCRA issued Communication “A” 6770, through which it established, inter alia, the cases in which prior BCRA approval is required for the purchase of foreign currency in the FX Market and its transfer abroad. See “Risk Factors—Risks Related to the Countries in Which We Operate—Economic and political conditions in the countries in which we operate, and the perception of these conditions in international markets, may adversely impact our business, our access to the capital and debt markets, and our results of operations and financial condition.”

Later, the effective date of these regulations was extended indefinitely by the government of Alberto Fernández through Decree No. 91/2019 and Communication "A" 6854 and "A" 6856 of the BCRA.

Since Javier Milei’s was elected to office, his administration has made progress in lifting exchange controls for individuals, as well as in easing other aspects of the foreign exchange controls regime that remains in place. While the current administration is not expected to impose further foreign exchange controls, but rather to eventually eliminate those still in effect, there are no guarantees that new foreign exchange controls will not be implemented in the future by this or any subsequent government.

Since the issuance of the Export Controls Decree, the BCRA has periodically issued several regulations to regulate the inflow and outflow of funds through the FX Market, which are all unified under the consolidated text of foreign exchange available at the BCRA’s website: http://www.bcra.gob.ar/Pdfs/Texord/t-excbio.pdf. Any information contained on or linked from such website is not part of nor incorporated by reference into this annual report. The most recent and comprehensive communication by the BCRA is Communication “A” 8227, issued on April 10, 2025.

Current foreign exchange controls in Argentina affect the ability of both Argentine and non-Argentine residents to access the FX Market at the so-called official exchange rate to acquire and/or transfer foreign currency to and from Argentina. They affect all industries and cover a wide variety of matters, including, among others, trading activities, imports and exports of goods and services, financial indebtedness, payment of profits and dividends, and repatriation of investments of non-Argentine residents.

Main Features of the Argentine Foreign Exchange Controls Affecting Our Activities and Transactions

Exports of Goods

Pursuant to the regulations of the BCRA, collections of foreign currency from exports of goods, formalized as of September 2, 2019, are subject to mandatory transfer into Argentina and conversion into Argentine Pesos in the FX Market at the official exchange rate within a maximum term ranging from 30 to 365 calendar days, to be calculated from the date of the customs clearance granted by the Customs Authority, depending on the goods exported and the relationship with the importer.
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Regardless of the applicable maximum term, upon collection of the export, the proceeds thereof must be repatriated no later than 20 consecutive days from the date of collection.

Furthermore, amounts collected in foreign currency for insurance claims related to the exported goods must also be repatriated and settled in Pesos in the FX Market, up to the amount of the exported goods insured.

Additionally, the exporter must appoint a financial entity to track each export transaction. The obligation of repatriation and settlement of foreign currency through the FX Market corresponding to a shipping permit will be considered satisfied when the entity designated for tracking purposes certifies that repatriation and settlement has taken place.

Imports of Goods

Pursuant to the regulations of the BCRA, financial entities may grant requesting individuals or entities in Argentina immediate access to the FX Market, without the need for prior approval from the BCRA, for the payment of new imports of goods with customs entry registration as from April 14, 2025, provided that the applicable regulatory requirements are met as of and from the date of customs entry registration.

With respect to payments for imports of goods with pending customs entry registration, prior approval from the BCRA will be required, subject to certain exceptions. An exception is also made for payments related to capital goods imports with pending customs entry registration, provided that: (i) the total amount of advance payments made under this exception does not exceed 30% of the FOB value of the goods to be imported; (ii) the total amount of advance payments, at sight payments, and commercial debt without customs entry registration under this exception does not exceed 80% of the FOB value of the goods to be imported; and (iii) the tariff classifications of the goods to be imported do not fall under certain categories listed in the applicable exchange controls regulations.

We cannot ensure you that additional limitations to import goods and services to Argentina will not be reestablished in the future. In this sense, we are unable to estimate the economic and financial impact on our business, or the possibility of other economic effects on the stock market, foreign exchange rates and otherwise. Any such negative impact could result in a material adverse effect on our business, liquidity, financial conditions and results of operations, as well as our ability to achieve our previously disclosed expectations for future years.

Exports of Services

Pursuant to the regulations of the BCRA, generally all foreign currency proceeds from services provided by residents to non-residents must be transferred to Argentina and sold for Pesos in the FX Market at the official exchange rate within 20 consecutive days of collection.

Imports of Services

Pursuant to the regulations of the BCRA, access to the FX Market to pay for services rendered by non-residents or accrued since April 14, 2025 is permitted as follows: (i) if the service is provided by a counterparty not related to the resident, payment may be made from the date of provision or accrual of the service, provided that all other applicable regulatory requirements are met; or (ii) if the service is provided by a counterparty related to the resident, payment may be made only after (a) a period of ninety (90) calendar days has elapsed from the date the service was rendered or accrued, if such date occurred on or after April 14, 2025; or (b) a period of one hundred eighty (180) calendar days has elapsed from the date the service was rendered or accrued, if such date occurred prior to April 14, 2025.

Complementary Requirements to Access the FX Market

Pursuant to the regulations of the BCRA, in order to access the FX Market for any type of payment to non-Argentine residents, Argentine residents must, among other requirements:

•Submit an affidavit stating, among others, that (i) all their holdings of foreign currency in Argentina are deposited at a local financial institution; (ii) they do not hold “liquid external assets” and/or Argentine deposit certificates representative of foreign companies (“Certficados de Depósitos Argentinos” or “CEDEARs”) exceeding US$100,000, subject to certain exceptions in the event that the client has liquid external assets available and/or CEDEARs in an amount exceeding the aforementioned amount; and (iii) they commit to repatriate to Argentina and settle in Pesos in the FX Market, within five business days of their availability, any funds received abroad originating from the repayment of loans granted to third parties, the collection of fixed-term deposits, or the sale of any asset, provided that the asset was acquired, the deposit was made, or the loan was granted after May 28, 2020, subject to certain exceptions.
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•Submit an affidavit confirming that they have not executed any of the following excluding transactions (the “Excluded Transactions”) with securities and other assets through the FX Market within the previous 90 calendar days, and committing to refrain from executing them in the subsequent 90 calendar days—only regarding transactions executed as of April 21, 2023: (i) sale of securities in Argentina with settlement in foreign currency, (ii) swaps of Argentine securities for foreign assets, (iii) transfer of securities to a foreign depositary, (iv) acquisition of foreign securities in the country with settlement in Pesos, (v) acquisition of CEDEARs, (vi) acquisition of private debt securities issued in foreign jurisdictions, (vii) delivery of funds in local currency or other local assets (excluding funds in foreign currency deposited in local financial institutions) to any individual or entity receiving as consideration, either directly or indirectly, or through a related, controlled or controlling entity, external assets, crypto assets or securities deposited abroad. Pursuant to Communication "A" 8226, individuals are exempted from the requirements set forth in the immediately preceding paragraph.

•Moreover, if the client is a legal entity, they must identify its direct controllers and submit an affidavit stating whether it has delivered any funds in local currency or other liquid assets to any of its direct controllers in Argentina within the previous 90 calendar days—only regarding securities transactions executed as of April 21, 2023, except for usual transactions involving the acquisition of goods or services between Argentine residents. If so, an additional affidavit must be submitted by such direct controllers stating that they have not executed any of the Excluding Transactions mentioned above in the previous 90 calendar days, and commit to refrain from executing them in the subsequent 90 calendar days.

Payments of debt securities subscribed abroad and Foreign Financial Indebtedness

Pursuant to the regulations of the BCRA, financial entities may grant access to the FX Market to individuals/entities for purposes of making payments of principal or interest on publicly registered foreign debt securities, other external financial indebtedness, and publicly registered domestic debt securities denominated in foreign currency and fully subscribed abroad. Unless an exception applies, companies may access the FX Market for these payments, provided that the conditions under the applicable foreign exchange regulations are met, which include: (i) that the debtor evidences the inflow and settlement of foreign currency in the FX Market for an amount equivalent to the nominal value of the financial indebtedness; (ii) that the transaction is duly reported by the debtor, if applicable, in its most recent submission as described in “—Reporting Foreign Assets and Liabilities Regime”; and (iii) access to the FX Market by the debtor takes place no more than three business days prior to the due date of the corresponding principal or interest payment.

Obligations between Argentine residents in foreign currency

Pursuant to the regulations of the BCRA, access to the FX Market is restricted for the purchase of foreign currency to pay debts and other obligations between Argentine residents originated (“concertadas”) as of September 1, 2019, excluding, among others, any obligations registered in public registries or deeds prior to August 30, 2019.

Distribution of Profits and Dividends

Pursuant to Communication "A" 8226, in Argentina entities are allowed to access the FX Market to remit foreign currency abroad in the form of profits and dividends to non-resident shareholders, in accordance with the provisions of section 3.4 of the FX Regulations, provided such profits correspond to distributable earnings derived from realized gains recorded in regular, audited annual financial statements for fiscal years beginning on or after January 1, 2025.

In any other event, prior approval from the BCRA is required to access the FX Market to exchange foreign currency for the distribution of profits and dividends to non-resident shareholders, unless the following requirements are complied with:

aDividends must be the result of closed and audited balance sheets.

bThe total amount paid to non-resident shareholders as dividends shall not exceed the corresponding amount denominated in Pesos, as determined by the shareholders’ meeting.

cIf applicable, the Reporting of Foreign Assets and Liabilities Regime shall have been complied with.

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dThe company meets all of the conditions stipulated in each case, including, among others, recording direct investment contributions settled as of January 17, 2020. Furthermore, pursuant to regulations effective as of late 2025, the BCRA has eased the requirements for companies that have subscribed Bonds for the Reconstruction of a Free Argentina (‘Bonos para la Reconstrucción de una Argentina Libre’ or BOPREAL) bonds, allowing for increased access limits under certain conditions. In this case, (i) the total amount of transfers made through the FX Market to pay dividends to non-resident shareholders may not exceed 30% of the total value of the capital contributions made in the relevant local company that entered and settled through the FX Market as of January 17, 2020; (ii) access will only be granted after a period of not less than thirty calendar days as of the date of the settlement of the last capital contribution that is considered for determining the aforementioned 30% cap has elapsed; and (iii) evidence of the definitive capitalization of capital contributions must be provided or, if not available, evidence of filing of the process of registration of the capital contribution before the public registry shall be provided within 365 calendar days from the date of such initial filing.

As it relates to commercial debts incurred prior to December 12, 2023, dividends and retained payments of commercial and financial debt services with related parties, on April 11, 2025, the BCRA confirmed the launch of the fourth series of the Bonds for the Reconstruction of a Free Argentina (‘Bonos para la Reconstrucción de una Argentina Libre’ or BOPREAL) aimed at organizing the payment of such debts.

Blue-Chip Swaps

Blue-chip swap transactions are capital markets transactions conducted at the so-called implied exchange rate (tipo de cambio implícito). As of December 31, 2025, the official exchange rate was Ps. 1,285 per US$1.00, while the implied exchange rate for blue-chip swap transactions was approximately Ps. 1,360 per US$1.00. As of April 1, 2026, the official exchange rate was approximately Ps. 1,415 per US$1.00, compared to an implied exchange rate of approximately Ps. 1,405 per US$1.00. This indicates that the spread between the different exchange rates has narrowed significantly, reflecting a continued trend toward exchange rate convergence and a reduction in the exchange rate gap (brecha cambiaria) compared to previous periods.

Reporting of Foreign Assets and Liabilities Regime

Argentine residents must report their foreign assets as well as their financial and commercial indebtedness to the BCRA pursuant to Communication “A” 6401, as amended, according to the timetables therein. Compliance with this information regime is a requirement that must be met to access the FX Market and make payments abroad.

Investment Promotion Regime for Exports

Executive Decree No. 234/2021 created the Investment Promotion Regime for Exports (“Régimen de Fomento de Inversión para las Exportaciones”) (the “Investment Promotion Regime”) to promote economic growth and development in the country. Pursuant to the decree, certain investments exceeding US$100 million destined to the initiation of new productive projects in forestry-industrial, mining, hydrocarbon, manufacturing and agro-industrial activities, as well as for the expansion of existing business units that require investment in order to increase their production, will benefit from a freely applicable amount of up to 20% of any foreign currency obtained from exports related to the project, to the extent that certain conditions are met (for example, the benefit may not exceed an annual maximum amount equal to 25% of the gross amount of the foreign currency obtained through the FX Market to finance the development of the project, which benefit may only be applied after the first anniversary of the transfer of the foreign currency into Argentina), in order to pay principal and interest on commercial or financial liabilities abroad and profits and dividends corresponding to finalized and audited financial statements, or to repatriate non-resident direct investments. Pursuant to Executive Decree No. 836/2021, the Investment Promotion Regime introduced an additional incentive for investments exceeding US$500 million and US$1,000 million, which sets forth that for each calendar year that the benefit is not used, during the two consecutive years to follow, the beneficiary will enjoy a freely applicable amount of up to 40% or up to 60% for investments exceeding US$500 million and $1,000 million, respectively, of the foreign currency obtained from exports related to the project, to the extent that certain conditions are met (for example, the benefit may not exceed annual maximum amounts equal to 40% and 60% for investments exceeding US$500 million and $1,000 million, respectively, of the gross amount of foreign currency obtained through the FX Market to finance the development of the project, and may be applied after the second anniversary of the first transfer of the foreign currency into Argentina), in order to pay principal and interest on commercial or financial liabilities abroad and profits and dividends that correspond to finalized and audited financial statements, or to repatriate non-resident direct investments.

Sanctions

The breach of foreign exchange rules is subject to sanctions under Law No. 19,359 (as restated by Decree No. 480/95 and as further amended) and supplementary regulations (the “Criminal Exchange Regime”). The Criminal Exchange Regime establishes that any act or omission that violates the exchange regulations shall be subject to sanctions under such regime.
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Sanctions include fines of up to ten times the amount of the infringing transaction, temporary suspensions, and disqualification, or criminal liability in the event of recidivism. However, fines under the Criminal Exchange Act may not exceed ten times the amount of the largest of the infringing transactions charged within the same summary proceeding. In addition, the Criminal Exchange Regime is applied not only to legal entities, but also to their legal representatives, directors, agents, managers and trustees.

For additional information regarding all current foreign exchange restrictions and exchange control regulations in Argentina, investors should consult their legal advisors and read the applicable rules mentioned herein, as well as any amendments and supplementary regulations, which are available at the Argentine Ministry of Treasury’s website: https://www.argentina.gob.ar/economia; and the BCRA’s website: www.bcra.gob.ar. Any information contained on or linked from such websites is not part of nor incorporated by reference into this annual report.
E.TAXATION
MATERIAL LUXEMBOURG TAX CONSIDERATIONS FOR HOLDERS OF COMMON SHARES
The following is a summary discussion of certain Luxembourg tax considerations of the acquisition, ownership and disposition of your shares that may be applicable to you if you acquire our shares. This does not purport to be a comprehensive description of all of the tax considerations that may be relevant to any of the Company’s common shares, and does not purport to include tax considerations that arise from rules of general application or that are generally assumed to be known to holders. This discussion is not a complete analysis or listing of all of the possible tax consequences of such transactions and does not address all tax considerations that might be relevant to particular holders in light of their personal circumstances or to persons that are subject to special tax rules.
It is not intended to be, nor should it be construed to be, legal or tax advice. This discussion is based on Luxembourg laws and regulations as they stand on the date of this annual report and is subject to any change in law or regulations or changes in interpretation or application thereof (and which may possibly have a retroactive effect). Prospective investors should therefore consult their own professional advisers as to the effects of state, local or foreign laws and regulations, including Luxembourg tax law and regulations, to which they may be subject.
As used herein, a “Luxembourg individual” means an individual resident in Luxembourg who is subject to personal income tax (impôt sur le revenu) on his or her worldwide income from Luxembourg or foreign sources, and a “Luxembourg corporate holder” means a company (that is, a fully taxable entity within the meaning of Article 159 of the Luxembourg Income Tax Law) resident in Luxembourg subject to corporate income tax (impôt sur le revenu des collectivités) on its worldwide income from Luxembourg or foreign sources. For purposes of this summary, Luxembourg individuals and Luxembourg corporate holders are collectively referred to as “Luxembourg Holders." A “non-Luxembourg Holder” means any investor in shares of Adecoagro other than a Luxembourg Holder.
Tax regime applicable to realized capital gains
Luxembourg Holders
Luxembourg resident individual holders
Capital gains realized by Luxembourg resident individuals who do not hold their shares as part of a commercial or industrial business and who hold no more than 10% (together with his or her spouse and underage children) directly or indirectly of the share capital of the Company will only be taxable if they are realized on a sale of shares that takes place before their acquisition or within the first six months following their acquisition.
Luxembourg resident corporate holders
Capital gains realized upon the disposal of shares by a fully taxable resident corporate holder will in principle be subject to corporate income tax and municipal business tax. The combined applicable rate (including an unemployment fund contribution) is 23.87% for the fiscal year ending 2026 for a corporate holder established in Luxembourg-City. An exemption from such taxes may be available to the holder pursuant to article 166 of the Luxembourg Income Tax Law subject to the fulfillment of the conditions set forth therein. The scope of the capital gains exemption can be limited in the cases provided by the Grand Ducal Decree of December 21, 2001.
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Non-Luxembourg Holders
An individual who is a non-Luxembourg Holder of shares (and who does not have a permanent establishment, a permanent representative or a fixed place of business in Luxembourg) will only be subject to Luxembourg taxation on capital gains arising upon disposal of such shares if such holder has (together with his or her spouse and underage children) directly or indirectly held more than 10% of the capital of Adecoagro at any time during the past five years, and either (i) such holder has been a resident of Luxembourg for tax purposes for at least 15 years and has become a non-resident within the last five years preceding the realization of the gain, subject to any applicable tax treaty, or (ii) the disposal of shares occurs within six months from their acquisition (or prior to their actual acquisition), subject to any applicable tax treaty.
A corporate non-Luxembourg Holder (that is, an entity within the meaning of Article 159 of the Luxembourg Income Tax Law), which has a permanent establishment, a permanent representative or a fixed place of business in Luxembourg to which shares are attributable, will bear corporate income tax and municipal business tax on a gain realized on a disposal of such shares as set forth above for a Luxembourg corporate holder. However, gains realized on the sale of the shares may benefit from the full exemption provided for by Article 166 of the Luxembourg Income Tax Law and by the Grand Ducal Decree of December 21, 2001 subject in each case to fulfillment of the conditions set out therein.
A corporate non-Luxembourg Holder, which has no permanent establishment in Luxembourg to which the shares are attributable, will bear corporate income tax on a gain realized on a disposal of such shares under the same conditions applicable to an individual non-Luxembourg Holder, as set out above.
Tax regime applicable to distributions
Withholding tax
Distributions imputed for tax purposes on newly accumulated profits are subject to a withholding tax of 15%. The rate of the withholding tax may be reduced pursuant to double tax avoidance treaty existing between Luxembourg and the country of residence of the relevant holder, subject to the fulfillment of the conditions set forth therein.
Exemption from withholding tax may apply if the distribution is made to (i) a Luxembourg resident corporate holder (that is, a fully taxable entity within the meaning of Article 159 of the Luxembourg Income Tax Law), (ii) an undertaking of collective character which is resident of a Member State of the European Union and is referred to by article 2 of the Council Directive of 2011/96 concerning the common fiscal regime applicable to parent and subsidiary companies of different member states of November 20, 2011 (the "Parent Subsidiary Directive"), (iii) a corporation or a cooperative company resident in Norway, Iceland or Liechtenstein and subject to a tax comparable to corporate income tax as provided by the Luxembourg Income Tax Law, (iv) an undertaking with a collective character subject to a tax comparable to corporate income tax as provided by the Luxembourg Income Tax Law which is resident in a country that has concluded a tax treaty with Luxembourg, (v) a Luxembourg permanent establishment of one of the aforementioned categories or (vi) a corporation company resident in Switzerland which is subject to corporate income tax in Switzerland without benefiting from an exemption, provided that at the date of payment, the holder holds or commits to hold directly or through a tax transparent vehicle, during an uninterrupted period of at least 12 months, shares representing at least 10% of the share capital of Adecoagro or acquired for an acquisition price of at least EUR 1,200,000, and provided that the dividend recipient is not excluded to benefit from the Parent Subsidiary Directive under its mandatory general anti-avoidance rule, as implemented in Luxembourg.
Luxembourg Holders
With the exception of a Luxembourg corporate holder benefiting from the exemption referred to above, Luxembourg individual holders, and Luxembourg corporate holders subject to Luxembourg corporation taxes, must include the distributions paid on the shares in their taxable income, 50% of the amount of such dividends being exempted from tax. The applicable withholding tax can, under certain conditions, entitle the relevant Luxembourg Holder to a tax credit.
Net wealth tax
Luxembourg Holders
Luxembourg net wealth tax will not be levied on a Luxembourg Holder with respect to the shares held unless (i) the Luxembourg Holder is a legal entity subject to net wealth tax in Luxembourg; or (ii) the shares are attributable to an enterprise or part thereof which is carried on through a permanent establishment, a fixed place of business or a permanent representative in Luxembourg.
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Net wealth tax is levied annually at the rate of 0.5% on the amount the net wealth of enterprises resident in Luxembourg or, a reduced rate of 0.05% for the portion of the net wealth exceeding EUR 500 million, as determined for net wealth tax purposes (i.e. 0.5% on an amount up to EUR 500 million and 0.05% on the amount of taxable net wealth exceeding EUR 500 million). The shares may be exempt from net wealth tax subject to the conditions set forth by Paragraph 60 of the Law of October 16, 1934 on the valuation of assets (Bewertungsgesetz), as amended.
Non-Luxembourg Holders
Luxembourg net wealth tax will not be levied on a non-Luxembourg Holder with respect to the shares held unless the shares are attributable to an enterprise or part thereof which is carried on through a permanent establishment or a permanent representative in Luxembourg.
United States Federal Income Taxation of the Company
Our business assets and properties are located, and all of our employees and executives are based outside the United States. Our business is directly conducted through operating companies organized under the laws of countries other than the United States. These non-U.S. operating companies are indirectly owned by Adecoagro LP SCS, a holding company which is a société commandite simple organized under the laws of Luxembourg. As a partnership that is not engaged in a trade or business within the United States within the meaning of section 864 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Adecoagro LP SCS is not itself subject to U.S. federal net income taxes. We acquired approximately 98 percent of Adecoagro LP SCS’s, predecessor company, IFH, prior to undertaking the IPO in exchange for our stock.
Under rules to prevent expatriation of and by U.S. corporations and certain U.S. partnerships under section 7874(b) of the Code, we would be treated as a U.S. domestic corporation if for this purpose (i) we were deemed to have acquired substantially all of the assets constituting the trade or business of a U.S. domestic partnership and (ii) former members of IFH were deemed to own at least 80% of our stock by reason of the transfer of those trade or business assets (ignoring stock issued in the IPO for purposes of the 80% threshold) and (iii) we were found not to conduct substantial business activities in Luxembourg. In that event, we would be subject to U.S. federal net income tax on our worldwide income and dividends we pay to non-U.S. shareholders would be subject to U.S. federal withholding tax at a 30% rate (subject to reduction, to the extent the beneficial owner of the dividend is entitled to claim a reduced rate of withholding under an applicable income tax treaty).
We believe that the restructuring transactions executed prior to or in connection with the IPO should not be subject to section 7874(b) of the Code. Accordingly, we do not believe that we will be subject to U.S. federal income tax on our worldwide income nor do we anticipate paying dividends subject to U.S. federal withholding tax. However, the relevant rules are unclear in certain respects and there is limited guidance on the application of the rules to acquisitions of partnerships or partnership assets constituting a trade or business. Accordingly, we can provide no assurance that the U.S. Internal Revenue Service (the “IRS”) will not seek to assert that we are a U.S. domestic corporation, which assertion, if successful could materially increase our U.S. federal income tax liability. Holders of our common shares who are non-United States persons should also note that, in that event, we would generally be required to withhold tax from any dividends we pay to holders of our common shares who are not United States persons within the meaning of section 7701(a)(30) of the Code (subject to any applicable income tax treaties applicable to such holders).
Shareholders are urged to consult their own tax advisors about the possible application of section 7874 of the Code. The remainder of this discussion assumes that we are not treated as a U.S. corporation for U.S. federal income tax purposes.
Material U.S. Federal Income Tax Considerations for U.S. Holders
The following is a discussion of the material U.S. federal income tax considerations relating to the purchase, ownership and disposition of our common shares. This discussion applies only to beneficial owners of common shares that are “U.S. Holders” (as defined below), who have purchased our common shares in the open market and that hold our common shares as “capital assets” for U.S. federal income tax purposes (generally, property held for investment). This discussion is based on the Code, its legislative history, final, temporary and proposed Treasury regulations, administrative pronouncements, judicial decisions, and the income tax treaty between Luxembourg and the United States (the “Treaty”), all as of the date hereof, and all of which are subject to change and to differing interpretations (possibly with retroactive effect). No ruling has been sought from the IRS with respect to any U.S. federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position.
This discussion does not address all U.S. federal income tax considerations that may be relevant to a particular holder based on its particular circumstances with respect to the acquisition, ownership and disposition of our common shares, and holders are urged to consult their own tax advisors regarding their specific tax situations.
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For example, the discussion does not address the tax considerations that may be relevant to U.S. Holders in special tax situations, such as:
•insurance companies;
•tax-exempt entities, “individual retirement accounts” or “Roth IRAs”;
•brokers or dealers in securities or currencies and traders in securities that elect to mark-to- market;
•banks and financial institutions;
•partnerships or other pass-through entities (or a person holding our common shares through a partnership or other pass-through entity or arrangement treated as such);
•real estate investment trusts and regulated investment companies;
•companies that accumulate earnings to avoid U.S. federal income tax;
•persons who acquire common shares through the exercise of employee share options or other compensation: arrangements;
•S corporations;
•accrual-method taxpayers subject to special tax accounting rules under Section 451(b) of the Code;
•holders whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
•holders that hold shares through non-U.S. brokers or other non-U.S. intermediaries;
•certain former U.S. citizens or residents or U.S. expatriates;
•holders that hold our common shares as part of a straddle, conversion or other integrated transaction;
•holders that hold our common shares in connection with a trade or business conducted outside of the United States;
•holders that purchase or sell our common shares as part of a wash sale for U.S. federal income tax purposes; or
•holders that own, directly, indirectly, or constructively, 10% or more of the total combined voting power or value of our outstanding equity.
If a partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) owns our common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. A partnership that owns our common shares, and partners in such a partnership, should consult their own tax advisors regarding their specific tax situations.
This discussion does not address the alternative minimum tax consequences of owning common shares or the indirect consequences to holders of equity interests in partnerships or other entities that own our common shares. Moreover, this discussion does not address the state, local and foreign tax consequences of acquiring, owning, or disposing of our common shares, or any aspect of U.S. federal tax law (such as the estate, generation-skipping and gift tax) other than U.S. federal income taxation.
As used herein, a “U.S. Holder” is a person that is, for U.S. federal income tax purposes, a beneficial owner of our common shares and:

•an individual who is a citizen or resident of the United States;
•a corporation, or any other entity taxable as a corporation, created or organized in or under the laws of the United States or any State thereof, including the District of Columbia; or
•an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
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Taxation of Dividends
Subject to the passive foreign investment company (“PFIC”) rules discussed below, under the U.S. federal income tax laws distributions with respect to our common shares (other than certain pro rata distributions of common shares) made to U.S. Holders will, to the extent made from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, constitute dividends for U.S. federal income tax purposes that are taxable to the U.S. Holders. Distributions in excess of our current and accumulated earnings and profits, as determined under U.S. federal income tax principles, will be treated as a non-taxable return of capital to the extent of a U.S. Holder’s adjusted tax basis in the common shares and thereafter as capital gain from the sale or exchange of the common shares. We do not currently maintain calculations of our earnings and profits under U.S. federal income tax principles. Unless and until these calculations are made, distributions should be presumed to be taxable dividends for U.S. federal income tax purposes. As used below, the term “dividend” means a distribution that constitutes a dividend for U.S. federal income tax purposes.
Dividends (including amounts withheld on account of foreign taxes) paid with respect to our common shares generally will be includible in the gross income of a U.S. Holder as ordinary income on the day on which the dividends are actually or constructively received by the U.S. Holder. Dividends with respect to our common shares will not be eligible for the dividends received deduction allowed to U.S. corporations in respect of dividends received from other U.S. corporations or certain foreign corporations.
Subject to applicable limitations, dividends paid to certain non-corporate U.S. Holders may be eligible for taxation as “qualified dividend income” and therefore may be taxable at rates applicable to long-term capital gains, provided that our common shares are readily tradable on an established securities market in the United States. In order to qualify for qualified dividend income treatment, U.S. Holders must meet certain holding period requirements, and we must not be a PFIC for the taxable year in which the dividend is paid or the preceding year. The NYSE, on which our common shares are listed, is an established securities market in the United States, and we expect that our common shares should qualify as readily tradable, although there can be no assurances in this regard. U.S. Holders should consult their own tax advisors regarding the availability of the preferential rates of taxation with respect to dividends in light of their own particular situations, including related restrictions and special rules. Corporate U.S. Holders are taxed on dividend income at the U.S. federal corporate income tax rate whether or not the dividend income is qualified dividend income.
The amount of any cash dividend paid in foreign currency will equal the U.S. dollar value of the dividend, calculated by reference to the exchange rate in effect on the date the distribution is includible in the gross income of the U.S. Holder, regardless of whether the payment is in fact converted to U.S. dollars at that time. A U.S. Holder should not recognize any foreign currency gain or loss in respect of such dividend distribution if such foreign currency is converted into U.S. dollars on the date the dividend distribution is includible in the U.S. Holder’s gross income. If the foreign currency is not converted into U.S. dollars on the date the dividend distribution is includible in the U.S. Holder’s gross income; however, gain or loss may be recognized upon a subsequent conversion of the foreign currency to U.S. dollars. Such foreign currency gain or loss, if any, generally will be U.S.-source ordinary income or loss and will not be eligible for the preferential tax rate applicable to qualified dividend income. The amount of any distribution of property other than cash will be the fair market value of such property on the date of distribution.
Dividends will be foreign-source and will include any amount withheld by us in respect of Luxembourg income taxes. Subject to applicable limitations, some of which vary depending upon the U.S. Holder’s particular circumstances, and the discussion below regarding certain Treasury regulations, non-refundable Luxembourg income taxes withheld from dividends (at a rate not exceeding any applicable rate provided by the Treaty in the case of U.S. Holders eligible for the Treaty) will be creditable against the U.S. Holder’s U.S. federal income tax liability. The rules governing foreign tax credits are complex. For example, under Treasury regulations, in the absence of an election to apply the benefits of an applicable income tax treaty, in order for foreign income taxes to be creditable, the relevant foreign income tax rules must be consistent with certain U.S. federal income tax principles, and we have not determined whether the Luxembourg income tax system meets these requirements. However, the IRS released notices that provide relief from certain of the provisions of the Treasury regulations described above for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). U.S. Holders should consult their tax advisors regarding the creditability of foreign taxes in their particular circumstances. In lieu of claiming a foreign tax credit, U.S. Holders may, at their election, deduct foreign taxes, including any Luxembourg income tax, in computing their taxable income, subject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in the taxable year.
Taxation of Capital Gains
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Subject to the PFIC rules discussed below, gain or loss realized by a U.S. Holder on the sale, exchange or other taxable disposition of common shares will be subject to U.S. federal income taxation as capital gain or loss in an amount equal to the difference between the U.S. dollar value of the amount realized (including the gross amount of the proceeds before the deduction of any foreign tax) on the sale or other taxable disposition and such U.S. Holder’s adjusted tax basis, determined in U.S. dollars, in the common shares. Capital gains of non-corporate U.S. Holders derived with respect to capital assets held for more than one year generally are eligible for the preferential rates of taxation applicable to long-term capital gains. The deductibility of capital losses is subject to limitations under the Code.
Capital gain or loss, if any, realized by a U.S. Holder on the sale, exchange or other taxable disposition of a common share generally will be treated as U.S.-source income or loss for U.S. foreign tax credit purposes. U.S. Holders should consult their tax advisors regarding the use or deductibility of any Luxembourg taxes imposed on a sale, exchange or other taxable disposition of common shares.
Passive Foreign Investment Company (“PFIC”) Rules
U.S. Holders generally will be subject to a special, generally adverse tax regime that would differ in certain material respects from the tax treatment described above if we are, or were to become, a PFIC for U.S. federal income tax purposes.

In general, we will be a PFIC with respect to a U.S. Holder if, for any taxable year in which the U.S. Holder owns our common shares, either (i) at least 75% of our gross income for the taxable year is passive income or (ii) at least 50% of the value (generally determined on the basis of a quarterly average) of our assets during such taxable year is attributable to assets that produce or are held for the production of passive income. For this purpose, “passive income” generally includes, among other things and subject to certain exceptions, dividends, interest, royalties, rents, annuities, gains from securities transactions, net foreign currency gains, net gains from assets that produce passive income and commodities income, with certain exceptions for active business income, including an exception for certain active business commodities income (the “commodities exception”). If a foreign corporation owns at least 25% by value of the stock of another corporation, the foreign corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation’s income.

Whether we will be a PFIC for the current or future tax year will depend on our assets and income over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this annual report. In particular, our PFIC status may depend, in large part, upon the extent to which our revenue from sales is considered to be commodities income and the extent to which such revenue is considered to be active business gains from the sales of commodities for purposes of the commodities exception, the application of which may not be entirely clear in all cases. Moreover, under circumstances where our cash is not deployed for active purposes, our risk of becoming a PFIC may increase. Although the determination of whether a corporation is a PFIC is made annually, and thus may be subject to change, we do not believe that we were a PFIC for U.S. federal income tax purposes for our most recently completed taxable year. However, there can be no assurance that we will not be a PFIC for any taxable year.

If we are a PFIC for any taxable year during which a U.S. Holder owns our common shares, unless the U.S. Holder makes a timely “mark-to-market” election electing to be taxed annually on a mark-to-market basis with respect to such U.S. Holder’s common shares, or makes a timely “qualified electing fund” election electing to be taxed annually on the earnings and gains of the PFIC attributable to such U.S. Holder’s common shares (irrespective of distributions), gain recognized by such U.S. Holder on a sale or other disposition (including certain pledges) of its common shares would be allocated ratably over such U.S. Holder’s holding period in the common shares and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year except for the current year. In addition, distributions that the U.S. Holder receives from us will not be eligible for the preferential tax rates applicable to qualified dividend income if we are treated as a PFIC with respect to such U.S. Holder either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at the tax rates applicable to ordinary income, and to the extent they are treated as “excess distributions” under the PFIC rules, they will also be subject to the PFIC interest charge described above. We do not intend to provide the information necessary to enable U.S. Holders to make a “qualified electing fund” election.

A U.S. Holder generally will be required to make an annual filing with the IRS if such holder owns common shares in any year in which we are a PFIC. With certain exceptions, our common shares will continue to be treated as stock in a PFIC with respect to a particular U.S. Holder if we are a PFIC at any time during such U.S. Holder’s holding period in our common shares even if we no longer meet the threshold requirements for PFIC status in a later year.

The U.S. federal income tax rules relating to PFICs are complex. U.S. Holders are urged to consult their own tax advisors with respect to the application of the PFIC rules to their investment in our common shares.
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Information Reporting and Backup Withholding
In general, dividends on common shares, and payments of the proceeds of a sale, exchange or other taxable disposition of common shares, paid within the U.S. or through certain U.S. related financial intermediaries to a U.S. Holder are subject to information reporting and may be subject to backup withholding unless the holder is an exempt recipient or, in the case of backup withholding, provides an accurate taxpayer identification number and certifies under penalty of perjury that the holder is a U.S. person and is not subject to backup withholding.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.
Certain U.S. Holders who hold interests in “specified foreign financial assets” (as defined in section 6038D of the Code) are generally required to file an IRS Form 8938 as part of their U.S. federal income tax returns to report their ownership of such specified foreign financial assets, which may include our common shares, if the total value of those assets exceeds certain thresholds. Financial assets that are held through a U.S. financial institution are not subject to this reporting requirement. Investors who fail to report this required information could become subject to substantial penalties. In addition, in the event a U.S. Holder that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders are encouraged to consult with their own tax advisors regarding their tax reporting obligations.
F.DIVIDENDS AND PAYING AGENTS
Not applicable.
G.STATEMENT BY EXPERTS
Not applicable.
H.DOCUMENTS ON DISPLAY
We are required to file annual and special reports and other information with the SEC. You may read and copy any documents filed by the Company at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC also maintains a website at http://www.sec.gov which contains reports and other information regarding registrants that file electronically with the SEC.
I.SUBSIDIARY INFORMATION
Not applicable.
J.ANNUAL REPORT TO SECURITY HOLDERS

If we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we will submit the annual report to security holders in electronic format in accordance with the EDGAR Filer Manual.
Item 11.    Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we are exposed to commodity price and interest rate risks, primarily related to our crop production activities and changes in exchange rates and interest rates. We manage our exposure to these risks through the use of various financial instruments, none of which are entered into for trading purposes. We have established policies and procedures governing the use of financial instruments, specifically as they relate to the type and volume of such financial instruments. Our use of financial derivative instruments is associated with our core business and is regulated by internal control policies. For further information on our market risks, please see Note 2 to our Consolidated Financial Statements.
Item 12.    Description of Securities Other than Equity Securities 
A.DEBT SECURITIES 
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Not applicable.
B.WARRANTS AND RIGHTS 
Not applicable.
C.OTHER SECURITIES 
Not applicable.
D.AMERICAN DEPOSITORY SHARES 
Not applicable.
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PART II
Item 13.    Defaults, Dividend Arrearages and Delinquencies
Not applicable.
Item 14.    Material Modifications to the Rights of Security Holders and Use of Proceeds
On December 8, 2025, our registration statement on Form F-3 (File No. 333-291872) was declared effective by the SEC for a public offering of our common shares. We completed the public offering on December 15, 2025, issuing 41,379,311 common shares at a price of $7.25 per share. J.P. Morgan Securities LLC, BofA Securities, Inc., Banco BTG Pactual S.A. Cayman Branch, Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. acted as underwriters in the offering. On December 17, 2025, the underwriters exercised their over-allotment option, resulting in the issuance of an additional 1,111,035 shares at the same price.

In total, the net proceeds to us from the offering were approximately $304.1 million, after deducting underwriting discounts and commissions and offering expenses. To date, we have used the net proceeds from the offering for the payment of installments due to YPF in connection with the acquisition of its equity interests in Profertil, as well as for working capital and general corporate purposes, and we currently expect to continue to use the remaining net proceeds for the same purposes.
Item 15.    Controls and Procedures
a) Disclosure Controls and Procedures
Our company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation pursuant to Rule 13a-15 promulgated under the Securities Exchange Act of 1934, of the effectiveness of our disclosure controls and procedures as of December 31, 2025. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on this evaluation, our company’s Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures were effective as of December 31, 2025. 
b) Management’s Annual Report on Internal Control over Financial Reporting
The Company’s Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer that: (i) pertains to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provides reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements for external reporting in accordance with IFRS, and that receipts and expenditures are being made only in accordance with authorization of the Company’s management and directors; and (iii) provides reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedure may deteriorate. Management, with the participation of its Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria established in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Management has excluded Profertil S.A. from its assessment of internal control over financial reporting as of December 31, 2025 because it was acquired by the Company in a purchase business on December 18, 2025. Profertil S.A. is a subsidiary whose total assets and total revenues excluded from management’s assessment represent 33.4% and 2.2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.
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Based on this assessment, the Company’s management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
c) Attestation Report of the Registered Public Accounting Firm
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by Price Waterhouse & Co S.R.L, an independent registered public accounting firm as stated in their report which is included herein on pages F-2 to F-4 of our Consolidated Financial Statements.
d) Changes in internal control over financial reporting
As required by Rule 13a-15(d), under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the period covered since the last report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on this evaluation, it has been determined that there has been no change during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 16. 
Item 16 A.Audit Committee Financial Expert 
Our audit committee shall consist of three independent directors: Mr. Oscar Alejandro Leon Bentancor, Mrs. Manuela Vaz Artigas and Mr. Ivo Sarjanovich. Our Board of Directors has determined that Mr. Oscar Alejandro León Bentancor has the attributes of an “audit committee financial expert” and is independent within the meaning of this Item 16A and satisfies the financial literacy requirements of the NYSE.
Item 16 B.Code of Ethics
We have adopted a code of ethics and business conduct that applies to our directors, executive officers and all employees. The text of our code of ethics is posted on our web site at: www.adecoagro.com. The information on our website is not incorporated by reference in, and does not constitute a part of, this annual report.
Item 16 C.Principal Accountant Fees and Services
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Price Waterhouse & Co. S.R.L., an independent registered public accounting firm, for the periods indicated. Except as set forth below, we did not pay any other fees to our auditors during the periods indicated below.

  For the year ended
December 31,
  (in thousands of $)
  2025 2024
Audit Fees(1)
 2,052  1,705 
Total 2,052  1,705 
 
(1)“Audit fees” means the aggregate fees billed for professional services rendered by our principal auditors for the audit of our Consolidated Financial Statements and internal control over financial reporting of the Company, the statutory financial statements of the Company and its subsidiaries, and any other audit services required for the SEC or other regulatory filings.
During the fiscal year ended December 31, 2025 and 2024, no non-audit-related services were provided by our principal auditors.
Audit Committee Approval Policies and Procedures
The Audit Committee has adopted pre-approval policies and procedures requiring that all audit and non-audit services performed by our independent auditors must be pre-approved by the Audit Committee. The Audit Committee annually reviews and pre-approves the services that may be provided by the independent auditors without obtaining specific pre-approval from the Audit Committee.
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Any service proposals submitted by external auditors that are not pre-approved services need to be discussed and approved by the Audit Committee during its meetings. Once the proposed service is approved, we or our subsidiaries formalize the engagement of services.
The Audit Committee or its Chairman, or any member of the Audit Committee to whom such authority is delegated, may approve in advance any permitted audit or permitted non-audit services and fees up to a predetermined amount. The Audit Committee is authorized to establish other policies and procedures for the pre-approval of such services and fees. The Audit Committee approved all of the non-audit services described above and determined that the provision of such services is compatible with maintaining the independence of Price Waterhouse & Co. S.R.L.
Item 16 D.Exemptions from the Listing Standards for Audit Committees Item 16 E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable.
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(a) Total Number of
Shares Purchased (1)
 (b) Average Price
Paid per Share		 (c) Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs		 (d) Maximum
Number of Shares
that may yet be
Purchased Under the
Plans or Programs
09/1/2013-12/31/2013 654,454 7.71 654,454 5,861,397
1/1/2014-8/31/2014 1,692,139 7.81 1,692,139 4,591,949
9/1/2015-10/31/2015 37,500 7.96 37,500 6,025,916
9/1/2016-12/31/2016 456,732 10.67 456,732 5,929,278
1/1/2017-12/31/2017 3,849,445 10.29 3,849,445 5,010,777
1/1/2018-4/26/2018 1,613,584 9.07 1,613,584 1,658,228
1/1/2019-9/30/2019 297,732 5.83 297,732 5,530,053
10/1/2019-12/31/2019 398,466 6.33 398,466 5,475,760
1/1/2020-9/30/2020 772,615 5.08 772,615 4,703,145
12/1/2020-12/31/2020 66,716 6.63 66,716 5,800,224
1/1/2021-9/24/2021 5,773,260 9.28 5,773,260 26,964
9/24/2021-12/31/2021 1,635,742 7.89 1,635,742 3,998,776
1/1/2022-9/23/2022 3,088,816 8.07 3,088,816 909,960
9/23/2022-12/31/2022 1,493,811 7.97 1,493,811 3,978,648
1/1/2023-9/23/2023 2,004,892 9.03 2,004,892 1,973,756
9/24/2023-12/31/2023 740,806 10.98 740,806 4,591,097
1/1/2024-7/10/2024(2)
 4,511,645 10.04 4,511,645 79,452
7/11/2024-12/31/2024 2,035,875 10.60 2,035,875 3,068,944
1/1/2025-12/31/2025
 1,057,858 9.65 1,057,858 3,944,831
Total 32,182,088 9.10 32,182,088
 (1) The total number of shares purchased set forth above were purchased pursuant to the Company’s Repurchase Program adopted on September 12, 2013. See “Item 10—Additional Information—Repurchase of Shares”.
(2) In December, 2024, the Company’s Board of Directors approved the renewal of the Company’s existing buyback program until December 31, 2025, to repurchase up to an additional 5% of the Company’s equity.
Item 16 F.Change in Registrant’s Certifying Accountant
Not applicable.
Item 16 G.Corporate Governance
Our corporate governance practices are governed by Luxembourg law (particularly the law of August 10th, 1915 on commercial companies) and our articles of incorporation. As a Luxembourg company listed on the NYSE, we are not required to comply with all of the corporate governance listing standards of the NYSE. We, however, believe that our corporate governance practices meet or exceed, in all material respects, the corporate governance standards that are generally required for controlled companies by the NYSE. The following is a summary of the significant ways that our corporate governance practices differ from the corporate governance standards required for listed U.S. companies by the NYSE (provided that our corporate governance practices may differ in non-material ways from the standards required by the NYSE that are not detailed here):
Majority of Independent Directors
Under NYSE standards, U.S. listed companies must have a majority of independent directors. There is no legal obligation under Luxembourg law to have a majority of independent directors on the Board of Directors.
Non-management Directors’ Meetings
Under NYSE standards, non-management directors must meet at regularly scheduled executive sessions without management present and, if such group includes directors who are not independent, a meeting should be scheduled once per year including only independent directors.
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Neither Luxembourg law nor our articles of incorporation require the holding of such meetings and we do not have a set policy for these meetings. Our articles of incorporation provide, however, that the board shall meet as often as required by the best interest of the Company. For additional information, see “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management.”
Communication with Non-Management Directors
NYSE-listed companies are required to provide a method for interested parties to communicate directly with the non-management directors as a group. Shareholders may send communications to the Company’s non-management directors by writing to Adecoagro S.A. at 28 Boulevard F. W. Raiffeisen, L-2411, Luxembourg, Grand Duchy of Luxembourg, Att: Manuela Vaz Artigas, Director. Communications will be referred to Mrs. Vaz Artigas for appropriate action. The status of all outstanding concerns addressed to Mrs. Vaz Artigas will be reported to the Board of Directors as appropriate.
Audit Committee
Under NYSE standards, listed U.S. companies are required to have an audit committee composed of independent directors that satisfies the requirements of Rule 10A-3 promulgated under the Exchange Act of 1934. Our articles of incorporation provide that the Board of Directors may set up an audit committee. The Board of Directors has set up an Audit Committee and has appointed Mr. Oscar Alejandro Leon Bentancor, Mrs. Manuela Vaz Artigas and Mr. Ivo Sarjanovich as members of its audit committee. In accordance with NYSE standards, we have an audit committee entirely composed of independent directors. For additional information, see “Item 6. Directors, Senior Management and Employees—C. Board Practices.” 
Under NYSE standards, all audit committee members of listed U.S. companies are required to be financially literate or must acquire such financial knowledge within a reasonable period and at least one of its members shall have experience in accounting or financial administration. In addition, if a member of the audit committee is simultaneously a member of the audit committee of more than three public companies, and the listed company does not limit the number of audit committees on which its members may serve, then in each case the board must determine whether the simultaneous service would prevent such member from effectively serving on the listed company’s audit committee and shall publicly disclose its decision. No comparable provisions on audit committee membership exist under Luxembourg law or our articles of incorporation.
Standards for Evaluating Director Independence
Under NYSE standards, the board is required, on a case by case basis, to express an opinion with regard to the independence or lack of independence of each individual director. Neither Luxembourg law nor our articles of incorporation require the board to express such an opinion. In addition, the definition of “independent” under the rules of the NYSE differs in some non-material respects from the definition contained in our articles of incorporation.
Audit Committee Responsibilities
Pursuant to our articles of incorporation, the audit committee shall assist the Board of Directors in fulfilling its oversight responsibilities relating to the integrity of the Company’s financial statements, including periodically reporting to the Board of Directors on its activity and the adequacy of the Company’s system of internal controls over financial reporting. As per the audit committee charter, as amended, the audit committee shall make recommendations for the appointment, compensation, retention and oversight of, and consider the independence of, the company’s external auditors. The audit committee is required to review material transactions (as defined by the articles of incorporation) between us or our subsidiaries with related parties, perform such other duties imposed to it by laws and regulations of the regulated market(s) on which the shares of the Company are listed, and also perform the other duties entrusted to it by the board.
The NYSE requires certain matters to be set forth in the audit committee charter of U.S. listed companies. Our audit committee charter provides for many of the responsibilities that are expected from such bodies under the NYSE standard; however, due to our equity structure and holding company nature, the charter does not contain all such responsibilities, including provisions related to setting hiring policies for employees or former employees of independent auditors.
Nominating/Corporate Governance Committee
The NYSE requires that a listed U.S. company have a nominating/corporate governance committee of independent directors and a committee charter specifying the purpose, duties and evaluation procedures of the committee.
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We have a Nominating Sub-Committee, which is part of the Talent and Compensation Committee, which consists of three independent directors: Mr. Oscar Alejandro Leon Bentancor, Mrs. Manuela Vaz Artigas and Mr. Ivo Sarjanovich.

Shareholder Voting on Equity Compensation Plans
Under NYSE standards, shareholders of U.S. listed companies must be given the opportunity to vote on equity compensation plans and material revisions thereto, except for employment inducement awards, certain grants, plans and amendments in the context of mergers and acquisitions, and certain specific types of plans. Neither Luxembourg corporate law nor our articles of incorporation require shareholder approval of equity based compensation plans. Luxembourg law only requires approval of the Board of Directors for the adoption of equity based compensation plans.
Disclosure of Corporate Governance Guidelines
NYSE-listed companies must adopt and disclose corporate governance guidelines. Neither Luxembourg law nor our articles of incorporation require the adoption or disclosure of corporate governance guidelines. Our Board of Directors follows corporate governance guidelines consistent with our equity structure and holding company nature, but we have not codified them and therefore do not disclose them on our website.
Code of Business Conduct and Ethics
Under NYSE standards, listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. Neither Luxembourg law nor our articles of incorporation require the adoption or disclosure of such a code of conduct.
We have adopted a code of ethics and business conduct that applies to our directors, executive officers and all employees. The text of our code of ethics is posted on our web site at: www.adecoagro.com. And substantially complies with the NYSE’s requirements under the Code of Business Conduct and Ethics.
Chief Executive Officer Certification
A chief executive officer of a U.S. company listed on NYSE must annually certify that he or she is not aware of any violation by the company of NYSE corporate governance standards. In accordance with NYSE rules applicable to foreign private issuers, our chief executive officer is not required to provide NYSE with this annual compliance certification. However, in accordance with NYSE rules applicable to all listed companies, our chief executive officer must promptly notify NYSE in writing after any of our executive officers becomes aware of any noncompliance with any applicable provision of NYSE’s corporate governance standards. In addition, we must submit an executed written affirmation annually and an interim written affirmation each time a change occurs to the board or the audit committee.
Item 16 H.Mine Safety Disclosure
Not applicable.
Item 16 I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
Item 16 J.Insider Trading Policies
We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees that we believe are reasonably designed to promote compliance with applicable insider trading laws, rules, and regulations, and NYSE listing standards. A copy of our insider trading policy is incorporated by reference as Exhibit 11.1 to this annual report.


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Item 16 K.Cybersecurity.

Cybersecurity Risk Management

Cybersecurity risk management is an integral part of our Security Information Plan. Our cybersecurity risk management program has been developed to align with our Information Security Policy and with norms based on ISO 27001, ISO/IEC 42002:2023 related to AI, the Sarbanes-Oxley framework and the data protection laws for each country in which we operate (e.g., in Brazil, Law No. 13,709/2018; in Argentina, Law No. 25,326; and in Uruguay, Law No. 18,331). Using industry best practices and third-party services, our cybersecurity risk management program provides a framework for handling cybersecurity threats and incidents, including threats and incidents associated with the use of applications developed internally and externally. Under the framework, we conduct vulnerability assessments and tests of our critical infrastructure, as well as coordinate cybersecurity measures across different departments of the Company, such as the segregation of user profiles with certain privileges and the application of multi-factor authentication to validate identity. The framework also includes procedures for assessing the severity of a cybersecurity threat, identifying the source of such threat, including whether the cybersecurity threat is associated with a third-party service provider, implementing cybersecurity countermeasures and mitigation strategies and informing our Information Security Committee and our board of directors of material cybersecurity threats and incidents.

Our Information Security team also engages third-party security experts for risk assessment and system enhancements. In addition, our Information Security team provides training to all employees annually using one of the largest integrated platforms for security awareness training, which offers simulated phishing attacks.

We maintain incident response procedures designed to support the timely escalation, containment, investigation and remediation of cybersecurity incidents. These procedures are intended to operate in coordination with our business continuity and disaster recovery plans, and we periodically test certain aspects of these plans to assess their effectiveness.

Our board of directors has overall responsibility for our cybersecurity risk program and delegates cybersecurity risk management to the Information Security Committee. The Information Security Committee, through our Information Security Leader, is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the Company is exposed. It implements processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents. The Information Security Committee also reports material cybersecurity risks to our full board of directors. The Information Security Leader is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining cybersecurity programs. Our cybersecurity programs are under the direction of our Information Security Leader, who receives reports from our Information Security team and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents.

Our Information Security Leader (who is the Chief Information Security Officer) and dedicated personnel are certified and experienced information systems security professionals. The Information Security Leader has more than ten years of experience in the agricultural industry, and has more than five years of experience in information security and cybersecurity. He has a diploma in Information Security Management from the National Technological University (“Universidad Tecnológica Nacional”) and a diploma in Cybersecurity in Operation Technology by the Northern University of Santo Tomás de Aquino (“Universidad del Norte de Santo Tomás de Aquino”).

In 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. However, there can be no assurance that we can eliminate all risks from cybersecurity threats or provide assurances that we have not experienced an undetected cybersecurity incident. For more information about these risks, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industries—Security breaches and other disruptions could compromise our technology infrastructure and information and expose us to processes disruption and liability, which would cause our business and reputation to suffer.”




PART III
 
Item 17.    Financial Statements
 
We have responded to Item 18 in lieu of responding to this item.

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Item 18.    Financial Statements.

See pages F-1 through F-89 of this annual report.
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Item 19.    Exhibits
 
Exhibit Number   Description
1.1*
  
2.1*
  
4.14  
     
4.16  
     
4.17  
     
4.18  
4.26  
     
4.28  
     
4.29  
     
4.30  
     
4.35  
     
4.39  
     
4.43
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4.44*
4.45
4.46
8.1*  
     
11.1
12.1*  
     
12.2*  
     
13.1*  
13.2*  
     
15.1*  
     
15.2*  
97.1
101.INS** Inline XBRL Instance Document.
101.SCH** Inline XBRL Taxonomy Extension Schema Document.
101.CAL** Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF** Inline Taxonomy Extension Definition Linkbase Document.
101.LAB** Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104** Cover Page Interactive Data File formatted as Inline XBRL with applicable taxonomy
extension.31information contained in Exhibits 101)

* Filed with this report
** In accordance with Rule 402 of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing
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SIGNATURES
 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
 
Adecoagro S.A.
 
/s/ Mariano Bosch
Name: Mariano Bosch
Title: Chief Executive Officer
Date: April 29, 2026
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Table of contents Financial Statements
166

Adecoagro S.A.
 
Consolidated Financial Statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023


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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Adecoagro S.A.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of financial position of Adecoagro S.A. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded Profertil S.A. from its assessment of internal control over financial reporting as of December 31, 2025 because it was acquired by the Company in a purchase business combination during 2025. We have also excluded Profertil S.A. from our audit of internal control over financial reporting. Profertil S.A. is a subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 33.4 % and 2.2 %, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.





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Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Level 3 Biological Assets

As described in Notes 16, 32 (b) and 33.11 to the consolidated financial statements, the total aggregated fair value of the Company’s level 3 biological assets related to sown land – sugarcane, sown land – crops and sown land – rice was US$ 259 million as of December 31, 2025. The fair value of these level 3 biological assets is determined by management using a discounted cash flow model which requires the input of highly subjective assumptions including significant unobservable inputs. The discounted cash flow model included significant judgements and assumptions relating to management’s cash flow projections including future market prices, estimated yields at the point of harvest, estimated production cycle, future costs of harvesting and other costs and estimated discount rate.

The principal considerations for our determination that performing procedures relating to the valuation of the level 3 biological assets related to sown land – sugarcane, sown land – crops and sown land – rice is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement; (ii) a high degree of auditor judgement, subjectivity, and effort in performing procedures and evaluating management’s cash flow projections and significant assumptions related to future market prices, estimated yields at the point of harvest, estimated production cycle, future costs of harvesting and other costs and estimated discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of the level 3 biological assets related to sown land – crops, sown land – rice and sown land – sugarcane. These procedures also included, among others evaluating the significant assumptions and methods used by management in developing the fair value measurement including future market prices, estimated yields at the point of harvest, estimated production cycle, future costs of harvesting and other costs and estimated discount rate. Evaluating management’s assumptions involved evaluating whether these assumptions were reasonable considering the consistency with external information and past records and testing management’s sensitivity analysis of certain significant assumptions. Professionals with specialized skill and knowledge were used to assist in the evaluation of certain significant assumptions, including estimated yields at the point of harvest and estimated production cycle.


169
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Acquisition of Profertil S.A. – Valuation of Fertilizer Plant Complex

As described in Notes 21, 32 (e) and 33.2 (a) to the consolidated financial statements, on December 18, 2025, the Company completed the acquisition of Profertil S.A. (Profertil) for a total purchase consideration of US$ 596.3 million. This acquisition resulted in the recognition of US$ 1,303.1 million of property, plant and equipment of which, US$ 1,107 million related to the fertilizer plant complex of Bahia Blanca (Fertilizer Complex). The Company uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred and the liabilities incurred. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. Management determined the fair value of the Fertilizer Complex using a depreciated replacement cost approach. Under the cost approach, the value is based on the cost of a market participant to reconstruct a substitute asset of comparable utility, adjusted for any obsolescence. The key judgment and assumptions used include the current replacement cost and physical deterioration factors, including economic useful life and effective age. Determining the fair value of the Fertilizer Complex requires significant management judgment and involves the use of significant estimates and assumptions. The valuation was performed with the assistance of an independent valuation specialist.

The principal considerations for our determination that performing procedures relating to the valuation of the Fertilizer Complex acquired in the acquisition of Profertil is a critical audit matter are (i) the significant judgment by management when developing the depreciated replacement cost of the Fertilizer Complex acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to current replacement cost and physical deterioration factors, including economic useful life and effective age; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the Fertilizer Complex acquired. The work of management’s independent valuation specialist was used in performing the procedures to evaluate the reasonableness of the estimates of depreciated replacement cost. As a basis for using this work, the specialist’s qualifications were understood and the Company’s relationship with the specialist was assessed. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the Fertilizer Complex acquired; (iii) evaluating the appropriateness of the depreciated replacement cost method used by management; (iv) testing the completeness and accuracy of the underlying data used in the depreciated replacement cost method; and (v) evaluating the reasonableness of management's significant assumptions related to the current replacement cost and physical deterioration factors, including economic useful life and effective age. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the depreciated replacement cost method and (ii) the reasonableness of the significant assumptions related to current replacement cost and physical deterioration factors, including economic useful life and effective age.



/s/ PRICE WATERHOUSE & CO. S.R.L.
/s/ Eduardo Alfredo Loiácono (Partner)
Eduardo Alfredo Loiácono

Buenos Aires, Argentina.
March 13, 2026.

We have served as the Company’s auditor since 2008.
170

Legal information
 
Name as specified in charter: Adecoagro S.A.
 
Legal address: 28, Boulevard F.W. Raiffeisen, L-2411, Luxembourg
 
Company activity: Agricultural and agro-industrial
Date of registration: June 11, 2010
Expiration of company charter: No term defined
Number of register (RCS Luxembourg): B153.681
Issued Capital Stock: 147,872,161 common shares
Outstanding Capital stock: 142,576,786 common shares
Treasury shares: 5,295,375 common shares

2

Adecoagro S.A.
Consolidated Statements of Income
for the years ended December 31, 2025, 2024 and 2023
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)
 
  Note 2025 2024 2023
Revenue 4 1,427,734  1,518,907  1,298,871 
Cost of revenue 5 (1,178,507) (1,198,715) (973,180)
Initial recognition and changes in fair value of biological assets and agricultural produce 16 95,610  143,081  87,858 
Changes in net realizable value of agricultural produce after harvest   6,439  (28,437) 1,838 
Margin on manufacturing and agricultural activities before operating expenses   351,276  434,836  415,387 
General and administrative expenses 6 (122,122) (103,880) (70,320)
Selling expenses 6 (161,134) (153,482) (129,092)
Other operating income, net 8 26,285  4,824  25,590 
Profit from operations   94,305  182,298  241,565 
Finance income 9 35,105  16,808  157,100 
Finance costs 9 (127,134) (166,441) (122,087)
Other financial results - Net (loss) / gain of inflation effects on monetary items
 9 (9,209) 2,421  28,816 
Financial results, net 9 (101,238) (147,212) 63,829 
(Loss) / profit before income tax
   (6,933) 35,086  305,394 
Income tax benefit / (expense)
 10 174  57,015  (78,673)
(Loss) / profit for the year
   (6,759) 92,101  226,721 
Attributable to:        
Equity holders of the parent   (8,348) 92,340  226,291 
Non-controlling interest   1,589  (239) 430 
Earnings per share attributable to the equity holders of the parent during the year:    
Basic earnings per share 11 (0.082) 0.900  2.113 
Diluted earnings per share 11 (0.082) 0.896  2.105 

 

 
The accompanying notes are an integral part of these consolidated financial statements.

F- 3

Adecoagro S.A.
Consolidated Statements of Comprehensive Income
for the years ended December 31, 2025, 2024 and 2023
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)
 
  2025 2024 2023
(Loss) / profit for the year
 (6,759) 92,101  226,721 
Other comprehensive income:
-  Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations (23,089) 396,416  (222,166)
Cash flow hedge, net of income tax —  17,124  27,748 
-  Items that will not be reclassified to profit or loss:
Revaluation surplus net of income tax (Note 12) 41,744  (268,415) 122,793 
Other comprehensive income / (loss) for the year 18,655  145,125  (71,625)
Total comprehensive income for the year 11,896  237,226  155,096 
Attributable to:  
Equity holders of the parent 9,632  234,166  155,044 
Non-controlling interest 2,264  3,060  52 
 


 

The accompanying notes are an integral part of these consolidated financial statements.

F- 4

Adecoagro S.A.
Consolidated Statements of Financial Position
as of December 31, 2025 and 2024
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)
  Note 2025 2024
ASSETS      
Non-Current Assets      
Property, plant and equipment, net 12 3,010,351  1,548,589 
Right of use assets 13 388,993  373,846 
Investment property 14 24,037  33,542 
Intangible assets, net 15 253,875  37,231 
Biological assets 16 40,488  43,418 
Deferred income tax assets 10 23,722  15,507 
Trade and other receivables, net 18 82,889  38,510 
Derivative financial instruments 17 1,888  5,482 
Other assets   3,459  3,761 
Total Non-Current Assets   3,829,702  2,099,886 
Current Assets      
Biological assets 16 274,256  250,527 
Inventories 19 306,271  289,664 
Trade and other receivables, net 18 364,350  213,356 
Derivative financial instruments 17 1,243  4,114 
Short-term investments 17 89,826  46,097 
Cash and cash equivalents 20 383,150  211,244 
Total Current Assets   1,419,096  1,015,002 
TOTAL ASSETS   5,248,798  3,114,888 
SHAREHOLDERS EQUITY      
Capital and reserves attributable to equity holders of the parent      
Share capital 22 221,808  167,073 
Share premium 22 876,091  659,399 
Cumulative translation adjustment   (426,225) (413,757)
Equity-settled compensation   11,358  17,264 
Other reserves 153,237  151,261 
Treasury shares   (7,940) (16,989)
Revaluation surplus 275,709  245,261 
Reserve from the sale of non-controlling interests in subsidiaries 41,574  41,574 
Retained earnings   509,730  518,064 
Equity attributable to equity holders of the parent   1,655,342  1,369,150 
Non-controlling interest   136,949  38,951 
TOTAL SHAREHOLDERS EQUITY   1,792,291  1,408,101 
LIABILITIES      
Non-Current Liabilities      
Trade and other payables 25 700  767 
Borrowings 26 1,379,921  680,005 
Lease liabilities 27 296,643  287,679 
Deferred income tax liabilities 10 728,634  330,336 
Payroll and social security liabilities 28 567  1,454 
Derivatives financial instruments 17 1,271  3,983 
Provisions for other liabilities 29 22,269  2,244 
Total Non-Current Liabilities   2,430,005  1,306,468 
Current Liabilities      
Trade and other payables 25 673,160  206,907 
Current income tax liabilities   31,921  3,471 
Payroll and social security liabilities 28 38,782  32,735 
Borrowings 26 213,088  99,551 
Lease liabilities 27 59,959  54,351 
Derivative financial instruments 17 4,123  1,796 
Provisions for other liabilities 29 5,469  1,508 
Total Current Liabilities   1,026,502  400,319 
TOTAL LIABILITIES   3,456,507  1,706,787 
TOTAL SHAREHOLDERS EQUITY AND LIABILITIES   5,248,798  3,114,888 

The accompanying notes are an integral part of these consolidated financial statements.

F- 5


Adecoagro S.A.
Consolidated Statements of Changes in Shareholders’ Equity
for the years ended December 31, 2025, 2024 and 2023
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)
 
  Attributable to equity holders of the parent    
  Share capital
(Note 22)		 Share
premium
(Note 22)		 Cumulative
translation
adjustment		 Equity-settled
compensation		 Cash flow hedge Other Reserves Treasury
shares		 Revaluation surplus Reserve from the sale of non-controlling
interests in subsidiaries		 Retained
earnings		 Subtotal Non-
controlling
interest		 Total
shareholders’
equity
Balance at January 1, 2023 167,073  793,169  (456,029) 18,792  (44,872) 126,925  (4,792) 281,909  41,574  202,342  1,126,091  37,552  1,163,643 
Profit for the year
 —  —  —  —  —  —  —  —  —  226,291  226,291  430  226,721 
Other comprehensive income:
–Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations —  —  (147,832) —  —  —  —  (63,523) —  —  (211,355) (10,811) (222,166)
Cash flow hedge (*) —  —  —  —  27,748  —  —  —  —  —  27,748  —  27,748 
–Items that will not be reclassified subsequently to profit or loss:
Revaluation surplus (**) —  —  —  —  —  —  —  112,360  —  —  112,360  10,433  122,793 
Reserve of the revaluation surplus derived from the disposals of assets (***) —  —  —  —  —  —  —  (13,148) —  13,148  —  —  — 
Other comprehensive income for the year —  —  (147,832) —  27,748  —  —  35,689  —  13,148  (71,247) (378) (71,625)
Total comprehensive income for the year —  —  (147,832) —  27,748  —  —  35,689  —  239,439  155,044  52  155,096 
Reserves for the benefit of government grants (1) —  —  —  —  —  22,992  —  —  —  (22,992) —  —  — 
Employee share options (Note 23)
- Exercised —  236  —  (77) —  —  55  —  —  —  214  —  214 
Restricted shares (Note 23):
- Value of employee services —  —  —  6,084  —  —  —  —  —  —  6,084  —  6,084 
- Vested —  7,528  —  (6,145) —  1,554  —  —  —  —  2,937  —  2,937 
 - Forfeited
 —  —  —  —  —  30  (30) —  —  —  —  —  — 
 - Granted —  —  —  —  —  (824) 824  —  —  —  —  —  — 
Purchase of own shares (Note 22) —  (22,123) —  —  —  —  (4,119) —  —  —  (26,242) —  (26,242)
Dividends to shareholders (Note 22) —  (35,000) —  —  —  —  —  —  —  —  (35,000) —  (35,000)
Dividends to non-controlling interest —  —  —  —  —  —  —  —  —  —  —  (1,084) (1,084)
Balance at December 31, 2023
 167,073  743,810  (603,861) 18,654  (17,124) 150,677  (8,062) 317,598  41,574  418,789  1,229,128  36,520  1,265,648 
(*) Net of ($8,498) of income tax.
(**) Net of $62,988 of Income tax..
(***) Net of $10,492 of Income tax.
(1) Correspond to the presumed credit of ICMS (Imposto sobre Circulação de Mercadorias e Prestação de Serviços) over the sale values in our Sugar, ethanol and energy business. (see Note 24).

The accompanying notes are an integral part of these consolidated financial statements.

F- 6

Adecoagro S.A.
Consolidated Statements of Changes in Shareholders’ Equity
for the years ended December 31, 2025, 2024 and 2023
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)
 
  Attributable to equity holders of the parent    
  Share capital
(Note 22)		 Share
premium
(Note 22)		 Cumulative
translation
adjustment		 Equity-settled
compensation		 Cash flow
hedge		 Other Reserves Treasury
shares		 Revaluation surplus Reserve from the sale of non-controlling interests in subsidiaries Retained
earnings		 Subtotal Non-
controlling
interest		 Total
shareholders’
equity
Balance at January 1, 2024 167,073  743,810  (603,861) 18,654  (17,124) 150,677  (8,062) 317,598  41,574  418,789  1,229,128  36,520  1,265,648 
Profit for the year —  —  —  —  —  —  —  —  —  92,340  92,340  (239) 92,101 
Other comprehensive income:
–Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations —  —  190,104  —  —  —  —  180,252  —  —  370,356  26,060  396,416 
Cash flow hedge (*) —  —  —  —  17,124  —  —  —  —  —  17,124  —  17,124 
–Items that will not be reclassified subsequently to profit or loss:
Revaluation surplus (**) —  —  —  —  —  —  —  (245,654) —  —  (245,654) (22,761) (268,415)
Reserve of the revaluation surplus derived from the disposals of assets (***) —  —  —  —  —  —  —  (6,935) —  6,935  —  —  — 
Other comprehensive (loss) / income for the year —  —  190,104  —  17,124  —  —  (72,337) —  6,935  141,826  3,299  145,125 
Total comprehensive income for the year —  —  190,104  —  17,124  —  —  (72,337) —  99,275  234,166  3,060  237,226 
Reserves for the benefit of government grants (1) —  —  —  —  —  —  —  —  —  —  —  —  — 
Employee share options (Note 23):
- Exercised —  115  —  (38) —  —  22  —  —  —  99  —  99 
Restricted shares and restricted units (Note 23):
- Value of employee services —  —  —  4,759  —  —  —  —  —  —  4,759  —  4,759 
- Vested —  7,540  —  (6,111) —  1,456  —  —  —  —  2,885  —  2,885 
 - Forfeited —  —  —  —  —  34  (34) —  —  —  —  —  — 
- Granted —  —  —  —  —  (906) 906  —  —  —  —  —  — 
Purchase of own shares (Note 22) —  (57,066) —  —  —  —  (9,821) —  —  —  (66,887) —  (66,887)
Dividends to shareholders (Note 22) —  (35,000) —  —  —  —  —  —  —  —  (35,000) —  (35,000)
Dividends to non-controlling interest —  —  —  —  —  —  —  —  —  —  —  (629) (629)
Balance at December 31, 2024 167,073  659,399  (413,757) 17,264  —  151,261  (16,989) 245,261  41,574  518,064  1,369,150  38,951  1,408,101 
 
(*) Net of $(7,092) of Income tax.
(**) Net of $144,971 of Income tax.
(***) Net of $2,265 of Income tax.
(1) Correspond to the presumed credit of ICMS (Imposto sobre Circulação de Mercadorias e Prestação de Serviços) over the sale values in our Sugar, ethanol and energy business. (see Note 24).

The accompanying notes are an integral part of these consolidated financial statements.

F- 7

Adecoagro S.A.
Consolidated Statements of Changes in Shareholders’ Equity
for the years ended December 31, 2025, 2024 and 2023
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)
 
  Attributable to equity holders of the parent    
  Share capital
(Note 22)		 Share
premium
(Note 22)		 Cumulative
translation
adjustment		 Equity-settled
compensation		 Other reserves Treasury
shares		 Revaluation surplus Reserve from the sale of non-controlling interests in subsidiaries Retained
earnings		 Subtotal Non-
controlling
interest		 Total
shareholders’
equity
Balance at January 1, 2025 167,073  659,399  (413,757) 17,264  151,261  (16,989) 245,261  41,574  518,064  1,369,150  38,951  1,408,101 
Loss for the year
 —  —  —  —  —  —  —  —  (8,348) (8,348) 1,589  (6,759)
Other comprehensive income:              
-    Items that may be reclassified subsequently to profit or loss:
              
Exchange differences on translating foreign operations —  —  (12,468) —  —  —  (8,343) —  —  (20,811) (2,278) (23,089)
-    Items will not be reclassified to profit or loss:
Revaluation surplus (*) —  —  —  —  —  —  38,791  —  —  38,791  2,953  41,744 
Other comprehensive income/ (loss) for the year —  —  (12,468) —  —  —  30,448  —  —  17,980  675  18,655 
Total comprehensive income/ (loss) for the year —  —  (12,468) —  —  —  30,448  —  (8,348) 9,632  2,264  11,896 
Reduction of issued share capital of the company (Note 22): (9,000) —  —  —  —  9,000  —  —  —  —  —  — 
Issued of capital (Note 22) 63,735  239,952  —  —  —  —  —  —  —  303,687  —  303,687 
Employee share options (Note 23):              
- Exercised —  52  —  (15) —  8  —  —  —  45  —  45 
- Forfeited —  —  —  (9) —  —  —  —  14  5  —  5 
Restricted shares (Note 23):
- Value of employee services —  —  —  13,671  —  —  —  —  —  13,671  —  13,671 
- Vested —  20,311  —  (19,553) 3,604  —  —  —  —  4,362  —  4,362 
- Forfeited —  —  —  —  2  (2) —  —  —  —  —  — 
- Granted —  —  —  —  (1,630) 1,630  —  —  —  —  —  — 
Purchase of own shares (Note 22) —  (8,623) —  —  —  (1,587) —  —  —  (10,210) —  (10,210)
Dividends to shareholders (Note 22) —  (35,000) —  —  —  —  —  —  —  (35,000) —  (35,000)
Dividends to non-controlling interest —  —  —  —  —  —  —  —  —  —  (95) (95)
Non-controlling interest on acquisition of subsidiary (Note 21)
 —  —  —  —  —  —  —  —  —  —  95,829  95,829 
Balance at December 31, 2025 221,808  876,091  (426,225) 11,358  153,237  (7,940) 275,709  41,574  509,730  1,655,342  136,949  1,792,291 
(*) Net of $22,476 of Income tax.
The accompanying notes are an integral part of these consolidated financial statements.

F- 8

Adecoagro S.A.
Consolidated Statements of Cash Flows
for the years ended December 31, 2025, 2024 and 2023
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)
 
  Note 2025 2024 2023
Cash flows from operating activities:        
(Loss) / profit for the year
   (6,759) 92,101  226,721 
Adjustments for:  
Income tax expense / (benefit)
10 (174) (57,015) 78,673 
Depreciation 12 195,755  223,843  198,288 
Amortization 15 2,816  2,314  1,730 
Depreciation of right of use assets 13 72,897  77,867  74,085 
(Gain) / loss from the disposal of other property items
 8 (4,254) 2,408  (4,747)
Gain from the sale of farmland and other assets 8 —  (6,050) (6,334)
(Insurance recovery) / impairment due to fire
 8 (4,395) 14,259  — 
Net (gain) / loss from the fair value adjustment of Investment properties
 8 (3,312) 23,375  (10,620)
Equity settled share-based compensation granted 7 11,896  6,680  8,581 
(Gain) from derivative financial instruments and forwards
 8, 9 (2,857) (1,153) (8,605)
Interest, finance cost related to lease liabilities and other financial expense, net 9 89,757  68,315  16,428 
Initial recognition and changes in fair value of non-harvested biological assets (unrealized) (13,427) 18,301  17,663 
Changes in net realizable value of agricultural produce after harvest (unrealized) (876) 7,327  (2,599)
Provision and allowances   3,827  (1,820) 654 
Tax credits recognized 8 (6,144) (19,486) — 
Net loss / (gain) of inflation effects on the monetary items
 9 9,209  (2,421) (28,816)
Foreign exchange (gain) / losses, net
 9 (5,826) 37,569  (90,930)
Cash flow hedge – transfer from equity 9 —  28,650  36,863 
Subtotal   338,133  515,064  507,035 
Changes in operating assets and liabilities:        
(Increase) / decrease in trade and other receivables
   (57,221) (68,299) 3,683 
Decrease / (increase) in inventories
   43,615  3,089  (12,410)
Increase in biological assets
   (17,783) (38,861) (23,393)
Decrease / (increase) in other assets
   240  (2,054) (37)
Decrease / (increase) in derivative financial instruments
   3,779  21,820  (11,181)
Decrease in trade and other payables
   (3,053) (100,346) (43,925)
Increase in payroll and social security liabilities
   2,137  4,093  15,674 
Increase in provisions for other liabilities
   1,085  1,110  803 
Net cash generated from operating activities before taxes paid   310,932  335,616  436,249 
Income tax paid   (2,414) (7,285) (1,342)
Net cash generated from operating activities (a) 308,518  328,331  434,907 
 
 
The accompanying notes are an integral part of these consolidated financial statements.

F- 9

Adecoagro S.A.
Consolidated Statements of Cash Flows (Continued)
for the years ended December 31, 2025, 2024 and 2023
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)
 
  Note 2025 2024 2023
Cash flows from investing activities:        
Acquisition of subsidiaries net of cash and cash equivalents acquired 21 (676,018) (16,184) (3,193)
Purchases of property, plant and equipment 12 (264,120) (260,211) (241,623)
Purchase of cattle and non-current biological assets 16 (139) (1,928) (511)
Purchases of intangible assets 15 (2,043) (1,190) (1,291)
Interest received and others (*) 9 28,829  7,847  62,120 
Proceeds from disposal of other property items   4,674  2,332  4,094 
Proceeds from the sale of farmland and other assets 21 3,292  23,259  33,242 
Acquisition of short-term investment
17 (b)
 (312,996) (47,886) (106,897)
Disposals of short-term investment 17 295,577  62,396  142,507 
Net cash used in investing activities (c) (922,944) (231,565) (111,552)
Cash flows from financing activities:        
Proceeds from issuance of shares net of transaction costs
 22 303,687  —  — 
Proceeds from long-term borrowings 26 870,606  126,757  7,739 
Payments of long-term borrowings 26 (213,936) (105,749) (24,105)
Proceeds from short-term borrowings 26 279,900  169,901  448,532 
Payments of short-term borrowings 26 (256,340) (239,947) (420,276)
Interest paid  (d) (48,712) (24,629) (55,476)
Proceeds from exercise of employee share options 45  99  214 
(Payments) / collections of derivatives financial instruments
   (226) 669  (32)
Lease payments (103,945) (98,478) (104,097)
Purchase of own shares   (10,210) (66,887) (26,242)
Dividends paid to non-controlling interest (95) (736) — 
Dividends paid to shareholders (35,000) (35,000) (35,000)
Net cash used in financing activities (e) 785,774  (274,000) (208,743)
Net (decrease) / increase in cash and cash equivalents   171,348  (177,234) 114,612 
Cash and cash equivalents at beginning of year 20 211,244  339,781  230,653 
Effect of exchange rate changes and inflation on cash and cash equivalents (f) 558  48,697  (5,484)
Cash and cash equivalents at end of year 20 383,150  211,244  339,781 
Combined effect of IAS 29 and IAS 21 of the Argentine subsidiaries over:
2025 2024 2023
Operating activities (a) 8,629  (102,797) (16,383)
Acquisition of short term investment (b) 1,827  (2,034) — 
Investing activities (c) (3,466) (7,168) (41,179)
Interest paid (d) (1,433) 9,395  (8,253)
Financing activities (e) (2,624) 71,386  45,933 
Effects of exchange rate changes and inflation on cash and cash equivalents (f) (2,539) 38,579  11,629 
(*) Includes US$5,890 in 2025 related to gains on bond arbitrage transactions (US$238 in 2024 and US$54,687 in 2023) of which the combined effect of IAS 29 and 21 of the Argentine subsidiaries is US$8 for 2025, US$(105) in 2024 and US$30,544 in 2023.
For non-cash transactions, see Note 13 for Right of Use Assets and related to acquisition of subsidiaries, see Note 21.
The accompanying notes are an integral part of these consolidated financial statements.

F- 10
Adecoagro S.A.
Notes to the Consolidated Financial Statements
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)




1.    General information

Adecoagro S.A. (the “Company” or “Adecoagro”) is a société anonyme (stock corporation) organized under the laws of the Grand Duchy of Luxembourg. Adecoagro is a holding company primarily engaged through its operating subsidiaries in agricultural and agro-industrial activities. The Company and its operating subsidiaries are collectively referred to hereinafter as the “Group.” The ultimate parent Company is Tether Holdings S.A., which has an 74.3% of the Outstanding shares of the Company

As further described in Note 21, on December 18, 2025, the Group completed the acquisition of Profertil S.A. As a result of this acquisition, Profertil S.A. has been consolidated from the acquisition date through December 31, 2025, and the Group’s consolidated statement of income therefore includes Profertil statement of income for 13 days. In the same manner, the Group’s consolidated financial position as of December 31, 2025 reflects the addition of Profertil’s assets and liabilities, and therefore the Group’s net assets at December 31, 2025 are not directly comparable to those as of December 31, 2024. Accordingly, the consolidated financial statements should be read in light of these circumstances and the related disclosure in Note 21.

The Group’s activities are carried out through three major lines of business, namely, Sugar, Ethanol and Energy, Fertilizers and Farming. The Farming line of business is further comprised of three reportable segments, which are described in detail in Note 3 to these Consolidated Financial Statements.

Adecoagro is a Public Company listed in the New York Stock Exchange (NYSE) as a foreign registered company under the ticker symbol of AGRO.
 
These Consolidated Financial Statements have been approved for issue by the Board of Directors on March 13, 2026.

2.    Financial risk management

Risk management principles and processes
 
The Group’s activities are exposed to a variety of financial risks. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize the Group’s capital costs by using suitable means of financing and to manage and control the Group’s financial risks effectively. The Group uses financial instruments to hedge certain risk exposures.
 
The Group’s approach to the identification, assessment and mitigation of financial risk is carried out by a Risk and Commercial Committee, which focuses on timely and appropriate risk management.
 
The principal financial risks are related to raw material price, end-product price, exchange rate, interest rate, liquidity and credit risk. This section provides a description of the principal risks and uncertainties that could have a material adverse effect on the Group’s strategy, performance, results of operations and financial condition. These risks do not appear in any particular order of materiality or probability of occurrence.
 
Argentina currency status and macroeconomic outlook:

The Argentine subsidiaries of the Group operate in an economic context in which main variables have a strong volatility as a consequence of political and economic uncertainties, both in national and international environments. Argentina’s annual inflation rate for the years ended December 31, 2025, 2024 and 2023 was 31.5%, 117.8% and 211.4%, respectively. The Group uses Argentina’s official exchange rate to account for transactions in Argentina, mainly affecting the farming business segment, which as of December 31, 2025, 2024 and 2023 was Ps.1,455.00, Ps.1,032.00 and Ps.808.45, respectively, against the U.S. dollar. For the years ended December 31, 2025, 2024 and 2023, Argentina’s official exchange rate against the U.S. dollar increased 40.9%, 27.7% and 356.3%, respectively.



F- 11

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2.    Financial risk management (continued)
On December 10, 2023, a new government took office with the aim to boost a deregulation of the Argentine economy and other regulations. Certain regulations and/or restrictions have been eased and others remain in force, although it is expected that they will be lifted gradually. However, the scope and timing of the measures, including but not limited to the existing foreign exchange regulations remains uncertain as of the date of these Consolidated Financial Statements.

The Argentine Central Bank under prior administration, had implemented certain measures that control and restrict the ability of companies and individuals to access the foreign exchange market known as MULC (for its acronym in Spanish) for certain transactions. However, the performance of blue-chip swap transactions known as Contado con Liquidación or CCL (for its acronym in Spanish) was an alternative lawful mechanism. The blue-chip swap transactions are capital markets transactions that could be implemented in different ways, both for the inflow and outflow of funds. The implicit exchange rate applicable to this type of transactions is higher with respect to the official foreign exchange rate.

Since Javier Milei’s was elected to office, his administration has made progress in lifting exchange controls for individuals, as well as in easing other aspects of the foreign exchange controls regime that remains in place. While the current administration is not expected to impose further foreign exchange controls, but rather to eventually eliminate those still in effect, there are no guarantees that new foreign exchange controls will not be implemented in the future by this or any subsequent government.

Argentina has significantly eased its exchange controls as of April 14, 2025. These changes, implemented through Central Bank Communication “A” 8226 and Decree 269/2025, mark a substantial step in the government's economic liberalization program.

A summary of the key changes are the following:

•Access to Foreign Currency: Argentine residents can now freely purchase and hold US dollars for savings or deposits without needing prior authorization from the Central Bank.
•Repatriation of Dividends: Financial institutions can now process transfers abroad for profits and dividends to non-resident shareholders based on audited financial statements from the fiscal year 2025 onwards.
•Import Flexibility: The SIRA/SIRASE system (a previous mandatory request for imports) for import payments has been eliminated.Payments for imported goods can be made once the goods are cleared for domestic use, without previous minimum waiting periods (which were typically 30 days). Advance payments for capital goods are allowed up to 30% of the FOB value, with a total limit of 80% including other payment methods.
•Service Payments: Payments for services from unrelated foreign parties can be made immediately as they accrue. Payments to related foreign parties now have a reduced minimum waiting period of 90 days from the date the service was provided or accrued (down from 180 days).
•Market Transactions: Restrictions on buying and selling securities in foreign currency have been relaxed. Simplified Documentation: Declarations for foreign exchange transactions that occurred before April 11, 2025, are no longer required to access the FX market.
•Exchange Rate Regime: A new managed floating exchange rate regime has been introduced, with a free float between bands, which as of December 31, 2025, were a 916.58 and 1,526.09.

The Company is permanently monitoring the evolution of the program to determine the possible impacts that these new measures could have on the Company’s business and financial position.

•Exchange rate risk

The Group’s cash flows, statement of income and statement of financial position are presented in U.S. Dollars and may be affected by fluctuations in exchange rates. Currency risks, as defined by IFRS 7, arise on account of monetary assets and liabilities being denominated in a currency that is not the functional currency.
 


F- 12

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2.    Financial risk management (continued)
A significant majority of the Group’s business activities is conducted in the functional currencies of the respective subsidiaries, which are the local currencies for the Brazilian operations, the Brazilian Reais and the Argentine Peso for the Argentine subsidiaries, except for Profertil S.A. which functional currency is U.S. Dollar. However, the Group may transact in currencies other than the respective functional currencies, mainly the U.S. Dollar. As such, these subsidiaries may hold U.S. Dollar denominated monetary balances at each year-end as indicated in the tables below.
 
The Group’s net financial position exposure to the U.S. Dollar is managed on a case-by-case basis, partly by hedging certain expected cash flows with foreign exchange derivative contracts.
 
The following tables show the net monetary position of the respective subsidiaries within the Group categorized by functional currency. Non-U.S. Dollar amounts are presented in U.S. Dollars for purpose of these tables.
 
  2025
  Subsidiaries’ functional currency
Net monetary position
(Liability)/ Asset		 Argentine
Peso		 Brazilian
Reais
Chilean
Peso
 U.S. Dollar Total
Argentine Peso 26,636  —  —  (3,964) 22,672 
Brazilian Reais —  (609,955) —  —  (609,955)
U.S. Dollar (864,198) (250,999) 1,509  (162,066) (1,275,754)
Uruguayan Peso —  —  —  (2,046) (2,046)
Euro
 (817) —  —  (27,991) (28,808)
Total (838,379) (860,954) 1,509  (196,067) (1,893,891)
 
  2024
  Subsidiaries’ functional currency
Net monetary position
(Liability)/ Asset		 Argentine
Peso		 Brazilian
Reais		 Uruguayan
Peso		 U.S. Dollar Total
Argentine Peso 3,374  —  —  —  3,374 
Brazilian Reais —  (553,476) —  —  (553,476)
U.S. Dollar (189,915) (201,818) 35,958  (22,319) (378,094)
Uruguayan Peso —  —  (4,476) —  (4,476)
Total (186,541) (755,294) 31,482  (22,319) (932,672)

The Group’s analysis shown on the tables below is carried out based on the exposure of each functional currency subsidiary against the U.S. Dollar. The Group estimated that, other factors being constant, a hypothetical 10% appreciation/(depreciation) of the U.S. Dollar against the Brazilian real respective functional currencies for the years ended December 31, 2025 and 2024 or the Uruguayan peso, or a 25% appreciation/(depreciation) of the U.S. Dollar against the Argentine peso.
  Functional currency
Net monetary position Argentine
Peso		 Brazilian
Reais
Chilean / Uruguayan
Peso
 Total
2025 U.S. Dollar (216,050) (25,100) 151  (240,999)
2024 U.S. Dollar (47,479) (20,182) 3,596  (64,065)
 
The tables above only consider the effect of a hypothetical appreciation / (depreciation) of the U.S. Dollars on the Group’s net financial position. A hypothetical appreciation / (depreciation) of the U.S. Dollar against the functional currencies of the Group’s subsidiaries has historically had a positive / negative effect, respectively, on the fair value of the Group’s biological assets and the end prices of the Group’s agriculture produce, both of which are generally linked to the U.S. Dollar.



F- 13

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2.    Financial risk management (continued)
 Hedge Accounting Cash Flow Hedge
 
As part of the exchange rate risk, the Group may document and designate cash flow hedging relationships to hedge the foreign exchange rate risk of all or part of its highly probable future sales in U.S. Dollars using either all or a portion of its US dollar-denominated borrowings and/or derivative instruments including but not limited to currency forwards and foreign currency floating-to-fixed interest rate swaps, as needed.

The Group had formally hedged a portion of its highly probable future US dollar-denominated sales using a portion of its US dollar-denominated borrowings. For the year ended December 31, 2025, nil before income tax was recognized in other comprehensive income (December 31, 2024: US$ 601) and nil (December 31, 2024: US$ 26,997) was reclassified from equity to profit or loss within “Financial results, net”.
 
•Raw material price risk

Inflation in the costs of raw materials and goods and services from industry suppliers and manufacturers presents risks to project economics. A significant portion of the Group’s cost structure includes the cost of raw materials primarily seeds, fertilizers, agrochemicals, and natural gas, among others. Prices for these raw materials may vary significantly.
 
•End-product price risk

Prices for commodity products have historically been cyclical, reflecting overall economic conditions and changes in capacity within the industry, which affect the profitability of entities engaged in the agribusiness industry. The Group combines different actions to minimize price risk. A percentage of crops are to be sold during and post-harvest period. The Group manages minimum and maximum prices for each commodity as well as gross margin per each crop as to decide when and how to sell. End-product price risks are hedged if economically viable and possible by entering into forward contracts with major trading houses or by using derivative financial instruments, consisting mainly of crops and sugar future contracts, but also includes occasionally put and call options. A movement in end-product futures prices would result in a change in the fair value of the end product hedging contracts. These fair value changes, after taxes, are recorded in the consolidated statement of income. The prices of Urea is affected by the volatility of the products in the international reference markets, affecting the margins and the results of operations of our fertilizer business segment.

Contract positions are designed to ensure that the Group would receive a defined minimum price for certain quantities of its production. The counterparties to these instruments generally are major financial institutions. In entering into these contracts, the Group has assumed the risk that might arise from the possible inability of counterparties to meet the terms of their contracts. The Group does not expect any material losses as a result of counterparty defaults. The Group is also obliged to pay margin deposits and premiums for these instruments. These estimates represent only the sensitivity of the financial instruments to market risk and not the Group exposure to end product price risks as a whole, since the crops and cattle products sales are not financial instruments within the scope of IFRS 7 disclosure requirements.
 
Liquidity risk

The Group is exposed to liquidity risks, including risks associated with refinancing borrowings as they mature, and that borrowing facilities are not available to meet cash requirements. Failure to manage liquidity risks could have a material impact on the Group’s cash flow and statement of financial position.

Prudent liquidity risk management includes managing the profile of debt maturities and funding sources close oversight of cash flows projections, maintaining sufficient cash, and ensuring the availability of funding from an adequate amount of committed credit facilities and the ability to close out market positions. The Group's ability to fund its existing and prospective debt requirements is managed by maintaining diversified funding sources with adequate available funding lines from high quality lenders; and reaching to have long-term financial facilities.
 
As of December 31, 2025, cash and cash equivalents of the Group totaled US$383.2 million, and short term investments totaled US$89.8 million.
 


F- 14

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2.    Financial risk management (continued)
The tables below analyze the Group’s non-derivative financial liabilities and derivative financial liabilities into relevant maturity groupings based on the remaining period at the statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows and as a result they do not reconcile to the amounts disclosed on the statement of financial position except for short-term payables where discounting is not applied.
 
At December 31, 2025 Less than
1 year		 Between
1 and 2 years		 Between 2
and 5 years		 Over
5 Years		 Total
Trade and other payables 636,302  700  —  —  637,002 
Borrowings 287,893  644,624  289,270  1,056,506  2,278,293 
Leases Liabilities 82,106  78,290  174,658  179,537  514,591 
Derivative financial instruments 5,394  —  —  —  5,394 
Total 1,011,695  723,614  463,928  1,236,043  3,435,280 
 
At December 31, 2024 Less than
1 year		 Between
1 and 2 years		 Between 2
and 5 years		 Over
5 Years		 Total
Trade and other payables 174,096  767  —  —  174,863 
Borrowings 242,332  153,989  500,453  107,225  1,003,999 
Leases Liabilities 66,365  82,192  183,204  196,594  528,355 
Derivative financial instruments 5,779  —  —  —  5,779 
Total 488,572  236,948  683,657  303,819  1,712,996 
 
•Interest rate risk

The Group’s interest rate risk arises from long-term borrowings at floating rates, which expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The interest rate profile of the Group's borrowings is set out in Note 26.
 
The Group occasionally manages its cash flow interest rate risk exposure by using floating-to-fixed interest rate swaps. Such interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates.
 
The following tables show a breakdown of the Group’s fixed-rate and floating-rate borrowings per currency denomination and functional currency of the subsidiary debt holder. These analyses are performed after giving effect to interest rate swaps.

The analysis for the year ended December 31, 2025 and 2024 is as follows:
  2025
  Subsidiaries’ functional currency
Rate per currency denomination Argentine
Peso		 Brazilian
Reais		 U.S. Dollar Total
Fixed rate:      
Argentine Peso 82  —  —  82 
Brazilian Reais —  84,665  —  84,665 
U.S. Dollar 255,992  297,765  720,987  1,274,744 
Subtotal fixed-rate borrowings 256,074  382,430  720,987  1,359,491 
Variable rate:    
Brazilian Reais —  204,145  —  204,145 
Euro
 —  —  29,373  29,373 
Subtotal variable-rate borrowings —  204,145  29,373  233,518 
Total borrowings as per statement of financial position 256,074  586,575  750,360  1,593,009 


F- 15

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2.    Financial risk management (continued)
 
  2024
  Subsidiaries’ functional currency
Rate per currency denomination Argentine
Peso		 Brazilian
Reais		 U.S. Dollar Total
Fixed rate:      
Argentine Peso 8,827  —  —  8,827 
Brazilian Reais —  39,370  —  39,370 
U.S. Dollar 83,500  292,293  152,782  528,575 
Subtotal fixed-rate borrowings 92,327  331,663  152,782  576,772 
Variable rate:    
Brazilian Reais —  189,339  —  189,339 
U.S. Dollar 13,445  —  —  13,445 
Subtotal variable-rate borrowings 13,445  189,339  —  202,784 
Total borrowings as per statement of financial position 105,772  521,002  152,782  779,556 
 
For the years ended December 31, 2025 and 2024, if interest rates on floating-rate borrowings had been 1% higher with all other variables held constant, the Group’s Profit before income tax for the years would have decreased as shown below. A 1% decrease in interest rates would have an equal and opposite effect on the income statement.
  2025
  Subsidiaries’ functional currency
Rate per currency denomination Brazilian
Reais		 U.S. Dollar Total
Variable rate:    
Brazilian Reais (2,041) —  (2,041)
Euro
 —  (294) (294)
Total effects on profit before income tax (2,041) (294) (2,335)
 
  2024
  Subsidiaries’ functional currency
Rate per currency denomination Argentine
Peso		 Brazilian
Reias		 Total
Variable rate:      
Brazilian Reais —  (1,893) (1,893)
U.S. Dollar (134) —  (134)
Total effects on profit before income tax (134) (1,893) (2,027)
 
The sensitivity analysis has been determined assuming that the change in interest rates had occurred at the date of the statement of financial position and had been applied to the exposure to interest rate risk for financial instruments in existence at that date. The 100 basis point increase or decrease represents management's assessment of a reasonable possible change in those interest rates, which have the most impact on the Group, specifically the United States and Brazilian rates over the period until the next annual statement of financial position date.
•Credit risk

The Group’s exposure to credit risk mainly arise from the potential non-performance of contractual obligations by the parties, in relation to amounts owed for physical product sales, the use of derivative instruments, and the investment of surplus


F- 16

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2.    Financial risk management (continued)
cash balances. The Group is also exposed to political and economic risk events, which may cause non-payment of foreign currency obligations to the Group.
 
Credit risk from trade receivables is considered to be low because the Group’s policy is to manage credit exposure to trading counterparties within defined trading limits. All of the Group’s significant counterparties are assigned internal credit limits.
 
The Group regularly sells to a large base of customers. The type and class of customers may differ depending on the Group’s business segments. For the years ended December 31, 2025 and 2024, more than 60% and 67%, respectively, of the Group’s sales of crops were sold to 19 and 19 well-known customers (both multinational and local) with a good credit history with the Group. In the rice segment 63% and 65% of sales were sold to 19 and 19 well-known customers for the years ended December 31, 2025 and 2024, respectively.

In the dairy segment, 63% and 67% of the sales were concentrated in 19 and 19 well-known customers for the years ended December 31, 2025 and 2024, respectively.

In the Sugar, Ethanol and Energy segment, (i) 78% and 89% of the sales of ethanol were concentrated in 6 and 12 large well known customers for the years ended December 31, 2025 and 2024, respectively, with a satisfactory credit history with the Company; (ii) 28% and 49% of the sales of Energy were made to Cámara de Comercialização de Energia Elétrica (CCEE ) and an other 45% and 28% is concentrated in 10 and 11 large well known customers with a satisfactory credit history with the Company and for the years ended December 31, 2025 and 2024, respectively, (iii) 81% and 94% of the export of Sugar were concentrated in 6 and 6 large well customers for the years ended December 31, 2025 and 2024, respectively.

In the fertilizers segment, 80% of the sales were concentrated in 18 well-known customers for the years ended December 31, 2025.

No credit limits were exceeded during the reporting periods and management does not expect any losses from non-performance by these counterparties. If any of the Group’s customers are independently rated, these ratings are used. Otherwise, the Group assesses the credit quality of the customer taking into account its financial position, past experience and other factors (see Note 17 for details). The Group may seek cash collateral, letter of credit or parent company guarantees, as considered appropriate. Sales to customers are primarily made by credit with customary payment terms. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position after deducting any impairment allowance. The Group’s exposure of credit risk arising from trade receivables is set out in Note 18.
 
The Group is exposed to counterparty credit risk on cash and cash equivalent balances. The Group holds cash on deposit with a number of financial institutions. The Group manages its credit risk exposure by limiting individual deposits to clearly defined limits. The Group only deposits with high quality banks and financial institutions. As of December 31, 2025 and 2024, the total amount of cash and cash equivalents mainly comprise cash in banks and short-term bank deposits. The Group is authorized to transact with banks rated “BBB+” or higher. As of December 31, 2025 and 2024, 3 and 5 banks (primarily Credit Agricole, Banco Itaú, Banco Galicia, JP Morgan and FCI) accounted for more than 82% and 70%, respectively, of the total cash deposited. The remaining amount of cash and cash equivalents relates to cash in hand. Additionally, during the year ended December 31, 2025, the Group invested in BOPREAL (Bonos para la Reconstrucción de una Argentina Libre), LECAPs (Letras del Tesoro Nacional Capitalizables en Pesos), LELINK (Letras Dollar Linked), BONCAP (Bono Capitalizable en Pesos) in fixed-term bank deposits, treasury bills and also entered into derivative contracts (currency forward). The Group’s exposure of credit risk arising from cash and cash equivalents is set out in Note 20.
 
The Group’s primary objective for holding derivative financial instruments is to manage currency exchange rate risk, interest rate risk and commodity price risk. The Group generally enters into derivative transactions with high-credit-quality counterparties and, by policy, limits the amount of credit exposure to any one counterparty based on an analysis of that counterparty's relative credit standing. The amounts subject to credit risk related to derivative instruments are generally limited to the amounts, if any, by which counterparty's obligations exceed the obligations with that counterparty.
 
The Group also entered into crop commodity futures traded in the established trading markets of Argentina and Brazil through well-rated brokers. Management does not expect any counterparty to fail to meet its obligations.


F- 17

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2.    Financial risk management (continued)

•Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, it may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or buy own shares or sell assets to reduce debt. Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as total debt (including current and non-current borrowings as shown in the consolidated statement of financial position, if applicable) divided by total capital. Total capital is calculated as equity, as shown in the consolidated statement of financial position, plus total borrowings. During the year ended December 31, 2025, the strategy was to maintain the gearing ratio within 0.30 to 0.60, as follows:

  2025 2024
Total borrowings 1,593,009  779,556 
Total equity 1,792,291  1,408,101 
Total capital 3,385,300  2,187,657 
Gearing ratio 0.47  0.36 

•Derivative financial instruments

As part of its business operations, the Group may uses a variety of derivative financial instruments to manage its exposure to the financial risks discussed above. As part of its strategy, the Group may enter into derivatives of (i) interest rate to manage the composition of floating and fixed rate debt; (ii) currency to manage exchange rate risk, and (iii) crop (future contracts and put and call options) to manage its exposure to price volatility stemming from its integrated crop production activities. The Group’s policy is not to use derivatives for speculative purposes.
 
Derivative financial instruments involve, to a varying degree, elements of market and credit risk not recognized in the financial statements. The market risk associated with these instruments resulting from price movements is expected to offset the market risk of the underlying transactions, assets and liabilities, being hedged. The counterparties to the agreements relating to the Group’s contracts generally are large institutions with credit ratings equal to or higher than BBB+. The Group continually monitors the credit rating of such counterparties and seeks to limit its financial exposure to any one financial institution. While the contract or notional amounts of derivative financial instruments provide one measure of the volume of these transactions, they do not represent the amount of the Group’s exposure to credit risk. The amounts potentially subject to credit risk (arising from the possible inability of counterparties to meet the terms of their contracts) are generally limited to the amounts, if any, by which the counterparties’ obligations under the contracts exceed the Group’s obligations to the counterparties.
 

















F- 18

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2.    Financial risk management (continued)

The following tables show the outstanding positions for each type of derivative contract as of the date of each statement of financial position:

▪ Futures / options

As of December 31, 2025:
  2025
Type of
derivative contract		 Quantities
(thousands)
(**)		 Notional
amount		 Fair
Value Asset/
(Liability)		 (Loss)/Gain
(*)
Futures:        
Sale        
Sugar 170  43,680  1,611  (1,764)
Ethanol 13  36,700  (194) (194)
Options:        
Buy put
Sugar 46  (323) (368) (651)
Total 229  80,057  1,049  (2,609)
 As of December 31, 2024:
  2024
Type of
derivative contract		 Quantities
(thousands)
(**)		 Notional
amount		 Fair
Value Asset/
(Liability)		 (Loss)/Gain
(*)
Futures:        
Sale        
Soybean 2  407  (18) (18)
Wheat 3  697  16  16 
Sugar 46  19,357  854  3,446 
OTC:
Sugar 5  2,509  160  828 
Total 56  22,970  1,012  4,272 
(*) Included in the line item “gain / (loss) from commodity derivative financial instruments” of Note 8.
(**) All quantities expressed either in tons or cubic meters, as applicable.
Commodity future contract fair values are computed with reference to quoted market prices on future exchanges.


▪Floating-to-fixed interest rate swaps
The Group’s subsidiary Adecoagro Vale do Ivinhema entered into interest rate swap operations:

a) In December 2020, with Itaú BBA in an aggregate amount of R$ 400 million. In these operations the company receives IPCA (Extended National Consumer Price Index) plus 4.24% per year, and pays CDI (an interbank floating interest rate in Reais) plus 1.85% per year. This swap was early terminated in December, 2025 and the subsidiary entered into a new interest rate swap operation with Itaú BBA in an aggregate amount of R$ 365 million. In this transaction, Adecoagro Vale do Ivinhema receives a fixed rate of 13.47% per annum and pays CDI (a floating interbank interest rate in Brazilian Reais) plus 0.05% per annum. This swap expires semiannually until December, 2034.



F- 19

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2.    Financial risk management (continued)

b) In July 2024 with:

–Itaú BBA in an aggregate amount of R$ 76 million. In this operation the company receives IPCA (Extended National Consumer Price Index) plus 6.80% per year and pays CDI (an interbank floating interest rate in Reais) plus 0.49% per year. This swap expires in July 2034.

–BR Partners in an aggregate amount of R$ 115 million. In this operation the company receives IPCA (Extended National Consumer Price Index) plus 6.76% per year and pays CDI (an interbank floating interest rate in Reais) plus 0.41% per year. This swap expires in July 2031.

–XP Investimentos in an aggregate amount of R$ 209 million. In this operation the Company receives pre-fixed rate 12.61% per year and pays CDI (an interbank floating interest rate in Reais) plus 0.48% per year. This swap expires in July 2031.
These interest rate swap agreements resulted in a recognition of a gain of US$ 2.2 million and a loss US$ 10.5 million for the years ended December 31, 2025 and 2024, respectively.

▪Currency forward

The Group did not enter nor have outstanding any significant currency forward contract in 2025 and 2024.

Gains and losses on currency forward contracts are included within “Financial results, net” in the statement of income.

3.    Segment information

We are an agro-industrial company in South America, with operations in Argentina, Brazil and Uruguay. Our businesses encompass agricultural production, industrial processing and the production of critical agricultural inputs. In agriculture, we produce a diversified portfolio of products—including various crops, rice, sugarcane and dairy—supplying both our own industrial operations and third-party clients. Our manufacturing activities include the processing and commercialization of value-added products, such as sugar, ethanol, energy, processed peanuts, rice and dairy products, like UHT milk and powdered milk, among others. In addition, we produce nitrogen-based fertilizers, supporting agricultural productivity in Argentina and South America. We also provide ancillary services such as grain warehousing, conditioning, handling and drying. Furthermore, we opportunistically conduct land sales and/or acquisitions.

According to IFRS 8, operating segments are identified based on the ‘management approach’. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Group’s CODM is the Management Committee. IFRS 8 stipulates external segment reporting based on the Group’s internal organizational and management structure and on internal financial reporting to the CODM.

Following the completion of the acquisition of Profertil S.A. on December 18, 2025 (Note 21), the Group’s Chief Operating Decision Maker (CODM) reassessed and updated the Group’s internal organizational and management structure and the manner in which operating results are reviewed for purposes of assessing performance and allocating resources. As a result of this acquisition, the group defined a new segment, Fertilizers, which includes mainly the manufacturing and commercialization of fertilizers. For the year ended December 31, 2025, the Fertilizers segment includes (i) the consolidation of the results of operations of Profertil for the period from December 18, 2025 (acquisition date) through December 31, 2025 (a 13-day period), and (ii) the results of Profertil recognized under the equity method for the period from December 10, 2025 (date of acquisition of the equity method investment, including in the line “Other operating income, net” ) through December 17, 2025. See Note 21 — Acquisitions / Dispositions – Acquisition of Profertil S.A.

As a result, beginning in December 2025 the Group operates in three operating segments: ‘Sugar,’ Ethanol and Energy,’ ‘Fertilizers”, and ‘Farming,’ and segment information presented in this note is prepared based on the internal reports that are regularly reviewed by the CODM.


F- 20

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)

•The ‘Sugar, Ethanol and Energy’ business consists of cultivating sugarcane which is processed in our own mills in Brazil, transformed into ethanol, sugar and bioelectricity and then commercialized; in addition to the production of biomethane and other by-products;

•The ‘Fertilizers’ business consists of the production of nitrogen-based fertilizers, primarily urea, at our own industrial facility in Argentina, together with the commercialization of these products through a network of storage facilities spread across the country;

•The ‘Farming’ is further comprised of three reportable segments; Crops, Rice and Dairy:

•The ‘Crops’ Segment consists of planting, harvesting and sale of grains, oilseeds and fibers (including soybeans, corn, wheat, peanuts, cotton and sunflowers, among others), and to a lesser extent the provision of grain warehousing/conditioning and handling and drying services to third parties. Each underlying crop in this segment does not represent a separate operating segment. Management seeks to maximize the use of the land through the cultivation of one or more type of crops. Types and surface amount of crops cultivated may vary from harvest-year to harvest-year depending on several factors, some of them out of the Group’s control. A single manager is responsible for the management of all crops rather than for each individual crop.

•The ‘Rice’ segment, consists of the genetic development of rice seeds in addition to the planting, harvesting, processing and commercialization of rice and other value-added products; and.

•The ‘Dairy’ segment, which consists of the production of raw milk in our own free-stalls, and sale of raw milk and industrialized products, including fluid milk, cheese and powdered milk, among others, which are produced in our own industrial facilities.

As further discussed in Note 32, the Group applies IAS 29 to its operations in Argentina with functional currency Argentine peso. According to IAS 29, for these Argentine subsidiaries, all Argentine Peso-denominated non-monetary items in the statement of financial position are adjusted by applying a general price index from the date they were initially recognized to the end of the reporting period. Likewise, all Argentine Peso-denominated items in the statement of income are expressed in terms of the measuring unit current at the end of the reporting period, consequently, income statement items are adjusted by applying a general price index on a monthly basis from the dates they were initially recognized in the financial statements to the end of the reporting period. This process is called “re-measurement”. Once the re-measurement process is completed, all Argentine Peso denominated accounts are translated into U.S. Dollars, which is our reporting currency, applying the guidelines in IAS 21 “The Effects of Changes in Foreign Exchange Rates”(“IAS 21”). IAS 21 requires that amounts be translated at the closing rate at the date of the most recent statement of financial position. This process is called “translation”. The re-measurement and translation processes are applied on a monthly basis until year-end. Due to these processes, the re-measured and translated results of operations for a given month are subject to change until year-end, affecting comparison and analysis.

However, the internal reporting reviewed by the CODM departs from the application of IAS 29 and IAS 21 re-measurement and translation processes discussed above. For segment reporting purposes, the segment results of Argentine for each reporting period were adjusted for inflation and translated into the reporting currency using the reporting period average exchange rate. The translated amounts were not subsequently re-measured and translated in accordance with the IAS 29 and IAS 21 guidelines. In order to evaluate the segment’s performance, results of operations in Argentina are based on monthly data adjusted for inflation and converted into the monthly US dollar average exchange rate. These converted amounts are not subsequently readjusted and reconverted as described under IAS 29 and IAS 21. It should be noted that this translation methodology for evaluating segment information is the same that the Group uses to translate results of operations from its other subsidiaries from other countries that have not been designated hyperinflationary economies because it allows for a more accurate analysis of the economic performance of its business as a whole. The CODM believes that the exclusion of the re-measurement and translation processes from the segment reporting structure allows for a more useful presentation and facilitates period-to-period comparison and performance analysis.

For all the Group’s segments, the primary operating performance measure is “Profit or Loss from Operations” measured in accordance with the procedure outlined above. Total segment assets and liabilities are measured in a manner consistent with that of the Consolidated Financial Statements. These assets and liabilities are allocated based on the operations of the segment and the physical location of the asset.


F- 21

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)

The following tables show a reconciliation of the reportable segments information reviewed by our CODM with the reportable segment information measured in accordance with IAS 29 and IAS 21 as per the Consolidated Financial Statements for all years presented. These tables do not include information for the Sugar, Ethanol and Energy reportable segment since this information is not affected by the application of IAS 29 and therefore there is no difference between the information reviewed by our CODM and the information included in the Consolidated Financial Statements:



F- 22

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)-
Segment reconciliation for the year ended December 31, 2025:
2025
Crops Rice Dairy
Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income
Revenue 247,516  (5,929) 241,587  217,084  (2,868) 214,216  293,289  (9,373) 283,916 
Cost of revenue (237,537) 6,108  (231,429) (194,193) 2,323  (191,870) (258,638) 8,361  (250,277)
Initial recognition and changes in fair value of biological assets and agricultural produce (1,879) 131  (1,748) 17,098  (686) 16,412  23,278  (1,356) 21,922 
Loss from changes in net realizable value of agricultural produce after harvest 7,367  (276) 7,091  (25) (18) (43) —  —  — 
Margin on Manufacturing and Agricultural Activities Before Operating Expenses 15,467  34  15,501  39,964  (1,249) 38,715  57,929  (2,368) 55,561 
General and administrative expenses (20,785) 991  (19,794) (21,198) 892  (20,306) (14,950) 552  (14,398)
Selling expenses (19,747) 638  (19,109) (33,137) 1,130  (32,007) (35,225) 1,079  (34,146)
Other operating income / (expense), net 12,465  (119) 12,346  5,526  (139) 5,387  (107) (5) (112)
Profit / (loss) from Operations (12,600) 1,544  (11,056) (8,845) 634  (8,211) 7,647  (742) 6,905 
Depreciation and amortization (5,993) 210  (5,783) (22,384) 597  (21,787) (17,957) 562  (17,395)
Net loss from Fair value adjustment of investment property —  —  —  3,366  (54) 3,312  —  —  — 
Insurance recovery / Impairment of assets destroyed by fire
 11,353  (58) 11,295  —  —  —  —  —  — 
2025
Corporate Total
Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income
Revenue —  —  —  1,445,904  (18,170) 1,427,734 
Cost of revenue —  —  —  (1,195,299) 16,792  (1,178,507)
Initial recognition and changes in fair value of biological assets and agricultural produce —  —  —  97,521  (1,911) 95,610 
Loss from changes in net realizable value of agricultural produce after harvest —  —  —  6,733  (294) 6,439 
Margin on Manufacturing and Agricultural Activities Before Operating Expenses —  —  —  354,859  (3,583) 351,276 
General and administrative expenses (40,149) 1,443  (38,706) (126,000) 3,878  (122,122)
Selling expenses (380) 2  (378) (163,983) 2,849  (161,134)
Other operating income / (expense), net (256) 7  (249) 26,541  (256) 26,285 
Profit / (loss) from Operations (40,785) 1,452  (39,333) 91,417  2,888  94,305 
Depreciation and amortization (2,043) 69  (1,974) (200,009) 1,438  (198,571)
Net loss from Fair value adjustment of investment property —  —  —  3,366  (54) 3,312 
Insurance recovery / impairment of assets destroyed by fire
 —  —  —  11,353  (58) 11,295 



F- 23

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)-
Segment reconciliation for the year ended December 31, 2024:
2024
Crops Rice Dairy
Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income
Revenue 236,128  13,068  249,196  248,198  12,242  260,440  284,098  17,219  301,317 
Cost of revenue (213,909) (12,424) (226,333) (208,266) (10,029) (218,295) (241,770) (13,477) (255,247)
Initial recognition and changes in fair value of biological assets and agricultural produce 28,347  4,703  33,050  45,780  7,656  53,436  14,539  890  15,429 
Gain from changes in net realizable value of agricultural produce after harvest (19,780) (2,656) (22,436) (6,614) 59  (6,555) —  —  — 
Margin on Manufacturing and Agricultural Activities Before Operating Expenses 30,786  2,691  33,477  79,098  9,928  89,026  56,867  4,632  61,499 
General and administrative expenses (18,622) (1,517) (20,139) (17,025) (1,255) (18,280) (11,769) (918) (12,687)
Selling expenses (17,240) (1,060) (18,300) (30,771) (1,735) (32,506) (27,678) (1,915) (29,593)
Other operating income / (expense), net (5,304) 252  (5,052) (14,052) (4,288) (18,340) 4,084  530  4,614 
Profit from Operations (10,380) 366  (10,014) 17,250  2,650  19,900  21,504  2,329  23,833 
Depreciation and amortization (5,698) (701) (6,399) (14,798) (1,057) (15,855) (12,219) (1,028) (13,247)
Net gain from Fair value adjustment of investment property (588) (50) (638) (18,137) (4,600) (22,737) —  —  — 
Impairment of assets destroyed by fire
 (14,162) (97) (14,259) —  —  —  —  —  — 
2024
Corporate Total
Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income
Revenue —  —  —  1,476,378  42,529  1,518,907 
Cost of revenue —  —  —  (1,162,785) (35,930) (1,198,715)
Initial recognition and changes in fair value of biological assets and agricultural produce —  —  —  129,832  13,249  143,081 
Gain from changes in net realizable value of agricultural produce after harvest —  —  —  (25,840) (2,597) (28,437)
Margin on Manufacturing and Agricultural Activities Before Operating Expenses —  —  —  417,585  17,251  434,836 
General and administrative expenses (25,452) (2,143) (27,595) (98,047) (5,833) (103,880)
Selling expenses 736  (15) 721  (148,757) (4,725) (153,482)
Other operating income / (expense), net 294  5  299  8,325  (3,501) 4,824 
Profit / (loss) from Operations (24,422) (2,153) (26,575) 179,106  3,192  182,298 
Depreciation and amortization (1,523) (127) (1,650) (223,244) (2,913) (226,157)
Net gain from Fair value adjustment of investment property —  —  —  (18,725) (4,650) (23,375)
Impairment of assets destroyed by fire
 —  —  —  (14,162) (97) (14,259)




F- 24

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)-


Segment reconciliation for the year ended December 31, 2023:
2023
Crops Rice Dairy
Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income
Revenue 216,912  (50,659) 166,253  256,347  (26,155) 230,192  246,875  (66,756) 180,119 
Cost of revenue (188,954) 45,075  (143,879) (178,322) 8,064  (170,258) (209,362) 54,889  (154,473)
Initial recognition and changes in fair value of biological assets and agricultural produce (4,862) (5,465) (10,327) (2,488) (1,813) (4,301) 14,086  (6,036) 8,050 
Loss from changes in net realizable value of agricultural produce after harvest 2,730  (736) 1,994  —  —  —  —  —  — 
Margin on Manufacturing and Agricultural Activities Before Operating Expenses 25,826  (11,785) 14,041  75,537  (19,904) 55,633  51,599  (17,903) 33,696 
General and administrative expenses (14,779) 4,866  (9,913) (15,709) 4,436  (11,273) (10,411) 3,456  (6,955)
Selling expenses (22,450) 6,336  (16,114) (33,407) 6,958  (26,449) (25,488) 8,312  (17,176)
Other operating income / (expense), net 20,006  (4,721) 15,285  7,470  (252) 7,218  1,872  (960) 912 
Profit from Operations 8,603  (5,304) 3,299  33,891  (8,762) 25,129  17,572  (7,095) 10,477 
Depreciation and amortization (8,330) 2,909  (5,421) (15,154) 4,342  (10,812) (10,913) 3,852  (7,061)
Net loss from Fair value adjustment of investment property 10,199  (650) 9,549  1,176  (105) 1,071  —  —  — 
2023
Corporate Total
Total segment reporting Adjustment Total as per statement of income Total segment reporting Adjustment Total as per statement of income
Revenue —  —  —  1,442,441  (143,570) 1,298,871 
Cost of revenue —  —  —  (1,081,208) 108,028  (973,180)
Initial recognition and changes in fair value of biological assets and agricultural produce —  —  —  101,172  (13,314) 87,858 
Loss from changes in net realizable value of agricultural produce after harvest —  —  —  2,574  (736) 1,838 
Margin on Manufacturing and Agricultural Activities Before Operating Expenses —  —  —  464,979  (49,592) 415,387 
General and administrative expenses (23,061) 6,473  (16,588) (89,551) 19,231  (70,320)
Selling expenses (305) 107  (198) (150,805) 21,713  (129,092)
Other operating income / (expense), net (309) 21  (288) 31,502  (5,912) 25,590 
Profit / (loss) from Operations (23,675) 6,601  (17,074) 256,125  (14,560) 241,565 
Depreciation and amortization (1,275) 454  (821) (211,575) 11,557  (200,018)
Net loss from Fair value adjustment of investment property —  —  —  11,375  (755) 10,620 



F- 25

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)-
The following table presents information with respect to the Group’s reportable segments. Certain other activities of a holding function nature not allocable to the segments are disclosed in the column ‘Corporate’

Segment analysis for the year ended December 31, 2025:
  Sugar,
Ethanol and Energy		 Fertilizers Farming Corporate
 Total
  Crops Rice Dairy Farming
subtotal
Revenue 656,868  31,147  247,516  217,084  293,289  757,889  —  1,445,904 
Cost of revenue (482,747) (22,184) (237,537) (194,193) (258,638) (690,368) —  (1,195,299)
Initial recognition and changes in fair value of biological assets and agricultural produce 59,024  —  (1,879) 17,098  23,278  38,497  —  97,521 
Changes in net realizable value of agricultural produce after harvest (609) —  7,367  (25) —  7,342  —  6,733 
Margin on manufacturing and agricultural activities before operating expenses 232,536  8,963  15,467  39,964  57,929  113,360  —  354,859 
General and administrative expenses (27,152) (1,766) (20,785) (21,198) (14,950) (56,933) (40,149) (126,000)
Selling expenses (71,988) (3,506) (19,747) (33,137) (35,225) (88,109) (380) (163,983)
Other operating income / (expense), net (*) 9,432  (519) 12,465  5,526  (107) 17,884  (256) 26,541 
Profit / (loss) from operations 142,828  3,172  (12,600) (8,845) 7,647  (13,798) (40,785) 91,417 
Depreciation and amortization (148,710) (2,922) (5,993) (22,384) (17,957) (46,334) (2,043) (200,009)
Net loss from Fair value adjustment of investment property —  —  —  3,366  —  3,366  —  3,366 
Insurance recovery / impairment of assets destroyed by fire
 —  —  11,353  —  —  11,353  —  11,353 
Initial recognition and changes in fair value of biological assets and agricultural produce (unrealized) 26,822  —  (1,662) 5,629  (21,710) (17,743) —  9,079 
Initial recognition and changes in fair value of biological assets and agricultural produce (realized) 32,202  —  (217) 11,469  44,988  56,240  —  88,442 
Changes in net realizable value of agricultural produce after harvest (unrealized) —  —  876  —  —  876  —  876 
Changes in net realizable value of agricultural produce after harvest (realized) (609) —  6,491  (25) —  6,466  —  5,857 
Farmlands and farmland improvements, net 88,896  —  433,871  215,469  2,323  651,663  —  740,559 
Machinery, equipment and other fixed assets, net 245,119  1,218,881  56,169  77,081  121,361  254,611  —  1,718,611 
Bearer plants, net 413,604  —  1,232  —  —  1,232  —  414,836 
Work in progress 25,622  83,717  2,001  14,383  10,622  27,006  —  136,345 
Right of use assets 352,466  9,208  16,137  10,153  498  26,788  531  388,993 
Investment property —  —  —  24,037  —  24,037  —  24,037 
Goodwill 3,969  208,204  9,701  5,896  —  15,597  —  227,770 
Biological assets 127,347  —  62,931  83,719  40,747  187,397  —  314,744 
Finished goods 61,457  33,416  38,211  18,740  18,421  75,372  —  170,245 
Raw materials, stocks held by third parties and others 24,120  5,983  53,465  43,068  9,390  105,923  —  136,026 
Total segment assets 1,342,600  1,559,409  673,718  492,546  203,362  1,369,626  531  4,272,166 
Borrowings 570,737  305,100  62,311  25,569  117,891  205,771  511,401  1,593,009 
Lease liabilities 324,888  9,895  15,406  5,181  531  21,118  701  356,602 
Total segment liabilities 895,625  314,995  77,717  30,750  118,422  226,889  512,102  1,949,611 

(*) This amount includes US$ 2.2 million related to tax credits resulting from a judicial decision regarding the exclusion of ICMS from the calculation base for PIS and COFINS, as well as US$ 3.9 million related to federal grant credits.



F- 26

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)-

Segment analysis for the year ended December 31, 2024
  Sugar,
Ethanol and Energy		 Farming Corporate
 Total
  Crops Rice Dairy Farming
subtotal
Revenue 707,954  236,128  248,198  284,098  768,424  —  1,476,378 
Cost of revenue (498,840) (213,909) (208,266) (241,770) (663,945) —  (1,162,785)
Initial recognition and changes in fair value of biological assets and agricultural produce 41,166  28,347  45,780  14,539  88,666  —  129,832 
Changes in net realizable value of agricultural produce after harvest 554  (19,780) (6,614) —  (26,394) —  (25,840)
Margin on manufacturing and agricultural activities before operating expenses 250,834  30,786  79,098  56,867  166,751  —  417,585 
General and administrative expenses (25,179) (18,622) (17,025) (11,769) (47,416) (25,452) (98,047)
Selling expenses (73,804) (17,240) (30,771) (27,678) (75,689) 736  (148,757)
Other operating income / (expense), net (*) 23,303  (5,304) (14,052) 4,084  (15,272) 294  8,325 
Profit / (loss) from operations 175,154  (10,380) 17,250  21,504  28,374  (24,422) 179,106 
Depreciation and amortization (189,006) (5,698) (14,798) (12,219) (32,715) (1,523) (223,244)
Net gain from Fair value adjustment of investment property —  (588) (18,137) —  (18,725) —  (18,725)
Reverse of revaluation surplus derived from the disposals of assets before taxes —  9,024  —  —  9,024  —  9,024 
Impairment of assets destroyed by fire
 —  (14,162) —  —  (14,162) —  (14,162)
Initial recognition and changes in fair value of biological assets and agricultural produce (unrealized) (23,937) 10,197  18,669  (30,487) (1,621) —  (25,558)
Initial recognition and changes in fair value of biological assets and agricultural produce (realized) 65,103  18,150  27,111  45,026  90,287  —  155,390 
Changes in net realizable value of agricultural produce after harvest (unrealized) —  (775) (6,552) —  (7,327) —  (7,327)
Changes in net realizable value of agricultural produce after harvest (realized) 554  (19,005) (62) —  (19,067) —  (18,513)
Farmlands and farmland improvements, net 80,357  432,826  176,516  2,454  611,796  —  692,153 
Machinery, equipment and other fixed assets, net 203,679  41,770  112,849  143,640  298,259  —  501,938 
Bearer plants, net 326,278  1,292  —  —  1,292  —  327,570 
Work in progress 16,175  468  6,276  4,009  10,753  —  26,928 
Right of use assets 336,521  20,850  15,234  474  36,558  767  373,846 
Investment property —  28,193  5,349  —  33,542  —  33,542 
Goodwill 3,526  10,397  6,319  —  16,716  —  20,242 
Biological assets 69,620  79,363  102,098  42,864  224,325  —  293,945 
Finished goods 94,633  40,345  32,623  20,553  93,521  —  188,154 
Raw materials, stocks held by third parties and others 21,865  44,809  18,446  16,390  79,645  —  101,510 
Total segment assets 1,152,654  700,313  475,710  230,384  1,406,407  767  2,559,828 
Borrowings 532,230  36,573  15,270  69,199  121,042  126,284  779,556 
Lease liabilities 310,769  17,385  12,549  538  30,472  789  342,030 
Total segment liabilities 842,999  53,958  27,819  69,737  151,514  127,073  1,121,586 
(*) This amount includes US$ 11.3 million related to tax credits resulting from a judicial decision regarding the exclusion of ICMS from the calculation base for PIS and COFINS, as well as US$ 8.1 million related to federal grant credits.


F- 27

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)-
Segment analysis for the year ended December 31, 2023
  Sugar,
Ethanol and Energy		 Farming Corporate
 Total
  Crops Rice Dairy Farming
subtotal
Revenue 722,307  216,912  256,347  246,875  720,134  —  1,442,441 
Cost of revenue (504,570) (188,954) (178,322) (209,362) (576,638) —  (1,081,208)
Initial recognition and changes in fair value of biological assets and agricultural produce 94,436  (4,862) (2,488) 14,086  6,736  —  101,172 
Changes in net realizable value of agricultural produce after harvest (156) 2,730  —  —  2,730  —  2,574 
Margin on manufacturing and agricultural activities before operating expenses 312,017  25,826  75,537  51,599  152,962  —  464,979 
General and administrative expenses (25,591) (14,779) (15,709) (10,411) (40,899) (23,061) (89,551)
Selling expenses (69,155) (22,450) (33,407) (25,488) (81,345) (305) (150,805)
Other operating income / (expense), net 2,463  20,006  7,470  1,872  29,348  (309) 31,502 
Profit / (loss) from operations 219,734  8,603  33,891  17,572  60,066  (23,675) 256,125 
Depreciation and amortization (175,903) (8,330) (15,154) (10,913) (34,397) (1,275) (211,575)
Net loss from Fair value adjustment of investment property —  10,199  1,176  —  11,375  —  11,375 
Reverse of revaluation surplus derived from the disposals of assets before taxes
 —  20,245  —  —  20,245  —  20,245 
Initial recognition and changes in fair value of biological assets and agricultural produce (unrealized) (15,393) 4,171  (1,002) (12,655) (9,486) —  (24,879)
Initial recognition and changes in fair value of biological assets and agricultural produce (realized) 109,829  (9,033) (1,486) 26,741  16,222  —  126,051 
Changes in net realizable value of agricultural produce after harvest (unrealized) —  2,599  —  —  2,599  —  2,599 
Changes in net realizable value of agricultural produce after harvest (realized) (156) 131  —  —  131  —  (25)

Total reportable segments’ assets and liabilities are reconciled to total assets as per the statement of financial position as follows:
 
  2025 2024
Total reportable assets as per segment information 4,272,166  2,559,828 
Intangible assets (excluding goodwill) 26,105  16,989 
Deferred income tax assets 23,722  15,507 
Trade and other receivables 447,239  251,866 
Other assets 3,459  3,761 
Derivative financial instruments 3,131  9,596 
Short-term investment 89,826  46,097 
Cash and cash equivalents 383,150  211,244 
Total assets as per the statement of financial position 5,248,798  3,114,888 

  2025 2024
Total reportable liabilities as per segment information 1,949,611  1,121,586 
Trade and other payables 673,860  207,674 
Deferred income tax liabilities 728,634  330,336 
Payroll and social liabilities 39,349  34,189 
Provisions for other liabilities 27,738  3,752 
Current income tax liabilities 31,921  3,471 
Derivative financial instruments 5,394  5,779 
Total liabilities as per the statement of financial position 3,456,507  1,706,787 



F- 28

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3.    Segment information (continued)-
.
Non-current assets and revenues and fair value gains and losses are shown by geographic region. These are the regions in which the Group is active: Argentina, Brazil, Uruguay and others.
 
As of and for the year ended December 31, 2025:
  Argentina Brazil Uruguay Chile Total
Property, plant and equipment 2,219,285  773,241  17,825  —  3,010,351 
Investment property 24,037  —  —  —  24,037 
Goodwill 223,801  3,969  —  —  227,770 
Non-current portion of biological assets 40,488  —  —  —  40,488 
Revenue 488,950  516,141  432,894  7,919  1,445,904 
Initial recognition and changes in fair value of biological assets and agricultural produce 36,995  59,024  1,502  —  97,521 
Changes in net realizable value of agricultural produce after harvest 7,631  (609) (289) —  6,733 

As of and for the year ended December 31, 2024:
  Argentina Brazil Uruguay Chile Total
Property, plant and equipment 904,340  626,606  17,643  —  1,548,589 
Investment property 33,542  —  —  —  33,542 
Goodwill 16,716  3,526  —  —  20,242 
Non-current portion of biological assets 43,418  —  —  —  43,418 
Revenue 480,662  435,719  551,179  8,818  1,476,378 
Initial recognition and changes in fair value of biological assets and agricultural produce 83,400  41,166  5,266  —  129,832 
Changes in net realizable value of agricultural produce after harvest (22,045) 554  (4,349) —  (25,840)
As of and for the year ended December 31, 2023:
  Argentina Brazil Uruguay Chile Total
Revenue 402,205  401,051  632,165  7,020  1,442,441 
Initial recognition and changes in fair value of biological assets and agricultural produce 6,469  94,436  267  —  101,172 
Changes in net realizable value of agricultural produce after harvest 3,341  (156) (611) —  2,574 


F- 29

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



4.    Revenue
  2025 2024 2023
Manufactured products and services rendered:      
Ethanol 337,550  265,154  247,008 
Sugar (*)
 265,687  391,738  419,858 
Energy (*)
 41,090  37,029  35,985 
Urea
 24,066  —  — 
Peanut 59,947  59,310  63,646 
Sunflower 6,933  7,621  8,301 
Cotton 4,896  3,893  8,383 
Rice (*)
 182,259  224,398  199,746 
Fluid milk (UHT) 115,328  136,699  74,402 
Powder milk (*)
 53,321  55,552  43,958 
Other dairy products
84,326  77,589  35,385 
Services 10,375  10,887  6,080 
Rental income 1,570  2,831  1,210 
Others 51,498  45,641  43,436 
  1,238,846  1,318,342  1,187,398 
Agricultural produce and biological assets:      
Soybean 80,943  79,445  42,610 
Corn 46,564  56,125  22,490 
Wheat 19,991  22,942  7,984 
Rice 2,393  —  — 
Sunflower 5,961  3,148  7,095 
Barley 3,028  2,578  2,826 
Seeds 706  4,328  428 
Raw milk 4,229  9,383  15,081 
Cattle 8,294  5,765  3,542 
Cattle for dairy 15,119  13,700  6,718 
Others 1,660  3,151  2,699 
188,888  200,565  111,473 
Total revenue 1,427,734  1,518,907  1,298,871 
(*) Includes sales of mwh of energy, tons of sugar and power milk produced by third parties for an amount of US$5.1 million, US$13.2 million and US$ 0.3 million respectively (December 31, 2024: sales of mwh of energy and tons rice products produced by third parties for an amount of US$3.2 million, and US$0.7 million respectively and December 31, 2023: sales of mwh of energy, tons rice and powder milk US$2.4 million, US$22.3 million and US$0.8 million, respectively).

Commitments to sell commodities at a future date
 
The Group entered into contracts to sell non-financial instruments, mainly sugar, soybean and corn through sales forward contracts. Those contracts are held for purposes of delivery of the non-financial instrument in accordance with the Group’s expected sales. Accordingly, as the own use exception criteria are met, those contracts are not recorded as derivatives.
 
The notional amount of these contracts is US$53.2 million as of December 31, 2025 (2024: US$67.5 million; 2023: US$73.5 million) and comprised primarily of 11,663 thousand tons of sugar (US$ 4.5 million), 8,457 thousand m3 of ethanol (US$5.2 million), 564,870 thousand mwh of energy (US$23.5 million), 27,465 thousand tons of soybean (US$8.5 million), 18,750 thousand tons of wheat (US$3.2 million), and 34,051 thousand tons of corn (US$6.3 million) which expire between January and December 2026.



F- 30

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

5.    Cost of revenue

For the year ended December 31:
  2025
  Sugar,
Ethanol and
Energy		 Fertilizers Crops Rice Dairy Total
Finished goods at the beginning of year (Note 19) 94,633  —  40,345  32,623  20,553  188,154 
Acquisition of subsidiaries (Note 21)
 —  44,131  —  —  —  44,131 
Cost of production of manufactured products (Note 6) 450,893  11,469  67,111  185,457  226,388  941,318 
Purchases 17,369  —  37,490  3,847  3,368  62,074 
Agricultural produce 8,413  —  174,944  44  19,347  202,748 
Transfer to raw material —  —  (74,151) (10,260) —  (84,411)
Direct agricultural selling expenses —  —  19,473  —  —  19,473 
Tax recoveries (i) (50,555) —  —  —  —  (50,555)
Changes in net realizable value of agricultural produce after harvest (609) —  7,091  (43) —  6,439 
Loss of idle capacity 17,912  —  —  —  —  17,912 
Finished goods at the end of the year (Note 19) (61,457) (33,416) (38,211) (18,740) (18,421) (170,245)
Exchange differences 6,148  —  (2,663) (1,058) (958) 1,469 
Cost of revenue 482,747  22,184  231,429  191,870  250,277  1,178,507 
 

For the year ended December 31:
  2024
  Sugar,
Ethanol and
Energy		 Crops Rice Dairy Total
Finished goods at the beginning of year 126,971  33,407  9,306  9,927  179,611 
Cost of production of manufactured products (Note 6) 543,176  67,821  241,734  236,410  1,089,141 
Purchases 1,837  24,015  1,128  6,839  33,819 
Agricultural produce 6,067  220,471  —  23,083  249,621 
Transfer to raw material —  (102,773) 2,302  —  (100,471)
Direct agricultural selling expenses —  27,861  —  —  27,861 
Tax recoveries (i) (56,361) —  —  —  (56,361)
Changes in net realizable value of agricultural produce after harvest 554  (22,436) (6,555) —  (28,437)
Loss of idle capacity 4,918  —  —  —  4,918 
Finished goods at the end of the year (Note 19) (94,633) (40,345) (32,623) (20,553) (188,154)
Exchange differences (33,689) 18,312  3,003  (459) (12,833)
Cost of revenue 498,840  226,333  218,295  255,247  1,198,715 
(i) Correspond to the presumed credit of ICMS (Imposto sobre Circulação de Mercadorias e Prestação de Serviços) over the sale values for an amount of USD 37.8 million and for PIS and COFINS for an amount of USD 18.5 million.


F- 31

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

5.    Cost of revenue (continued)

 
For the year ended December 31:
  2023
  Sugar,
Ethanol and
Energy		 Crops Rice Dairy Total
Finished goods at the beginning of year 88,693  37,539  13,659  12,825  152,716 
Cost of production of manufactured products (Note 6) 548,553  47,086  123,629  121,341  840,609 
Purchases 1,011  4,361  22,594  3,170  31,136 
Agricultural produce 9,736  115,893  18  15,081  140,728 
Transfer to raw material —  (49,108) (5,714) —  (54,822)
Direct agricultural selling expenses —  9,214  —  —  9,214 
Tax recoveries (i) (25,767) —  —  —  (25,767)
Changes in net realizable value of agricultural produce after harvest (156) 1,994  —  —  1,838 
Loss of idle capacity 3,861  —  —  —  3,861 
Finished goods at the end of the year (126,971) (33,407) (9,306) (9,927) (179,611)
Exchange differences 5,610  10,307  25,378  11,983  53,278 
Cost of revenue 504,570  143,879  170,258  154,473  973,180 
 
(i) Correspond to the presumed credit of ICMS (Imposto sobre Circulação de Mercadorias e Prestação de Serviços) over the sale values.



F- 32

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



6.    Expenses by nature

The statement of income is presented under the function of expense method. Under this method, expenses are classified according to their function as “cost of goods sold and services rendered," “general and administrative expenses” and “selling expenses”.
 
The following table provides the additional disclosure required on the nature of expenses and their relationship to the function within the Group:
 
Expenses by nature for the year ended December 31, 2025:
  Cost of production of manufactured products (Note 5) General and
Administrative
Expenses		 Selling
Expenses		 Total
  Sugar,
Ethanol and
Energy
Fertilizers
 Crops Rice Dairy Total
Salaries, social security expenses and employee benefits 41,566  504  5,509  16,108  15,970  79,657  44,861  13,701  138,219 
Raw materials and consumables 6,373  4,613  —  2,003  31,439  44,428  —  —  44,428 
Depreciation and amortization 119,079  2,739  721  8,275  8,786  139,600  29,764  2,051  171,415 
Depreciation of right of use assets 10,553  —  —  50  85  10,688  12,687  63  23,438 
Fuel, lubricants and others 29,146  —  448  1,650  1,634  32,878  749  321  33,948 
Maintenance and repairs 30,080  622  1,727  5,287  5,063  42,779  6,165  751  49,695 
Freights 300  971  840  8,408  3,512  14,031  —  67,229  81,260 
Export taxes / selling taxes —  —  —  —  —  —  —  40,435  40,435 
Export expenses —  —  —  —  —  —  —  13,724  13,724 
Contractors and services 9,973  —  3,314  1,086  805  15,178  —  —  15,178 
Energy transmission —  —  —  —  —  —  —  2,379  2,379 
Energy power 902  1,449  1,523  3,798  3,504  11,176  923  288  12,387 
Professional fees 891  83  111  139  112  1,336  16,246  (218) 17,364 
Other taxes 8,231  34  34  192  168  8,659  907  756  10,322 
Contingencies —  —  —  —  —  —  461  —  461 
Lease expense and similar arrangements —  —  213  1,107  185  1,505  1,997  859  4,361 
Third parties raw materials 38,415  —  20,988  26,124  78,769  164,296  —  —  164,296 
Tax recoveries (4,772) —  —  —  —  (4,772) —  —  (4,772)
Others 8,625  454  1,217  3,099  3,294  16,689  7,362  18,795  42,846 
Subtotal 299,362  11,469  36,645  77,326  153,326  578,128  122,122  161,134  861,384 
Own agricultural produce consumed 151,531  —  30,466  108,131  73,062  363,190  —  —  363,190 
Total 450,893  11,469  67,111  185,457  226,388  941,318  122,122  161,134  1,224,574 
 


F- 33

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

6.    Expenses by nature (continued)


Expenses by nature for the year ended December 31, 2024:
  Cost of production of manufactured products (Note 5) General and
Administrative
Expenses		 Selling
Expenses		 Total
  Sugar,
Ethanol and
Energy		 Crops Rice Dairy Total
Salaries, social security expenses and employee benefits 47,731  5,348  15,941  14,372  83,392  34,578  12,327  130,297 
Raw materials and consumables 5,930  —  886  28,319  35,135  —  —  35,135 
Depreciation and amortization 149,453  2,055  5,204  6,156  162,868  25,270  1,042  189,180 
Depreciation of right of use assets 8,901  —  54  —  8,955  14,914  130  23,999 
Fuel, lubricants and others 35,069  263  1,534  1,611  38,477  1,478  406  40,361 
Maintenance and repairs 37,045  1,698  5,051  5,386  49,180  5,904  1,135  56,219 
Freights 395  344  11,561  3,635  15,935  —  70,697  86,632 
Export taxes / selling taxes —  —  —  —  —  —  36,145  36,145 
Export expenses —  —  —  —  —  —  12,816  12,816 
Contractors and services 13,031  2,882  1,554  687  18,154  —  —  18,154 
Energy transmission —  —  —  —  —  —  2,340  2,340 
Energy power 780  1,392  3,742  3,276  9,190  705  223  10,118 
Professional fees 1,166  91  362  131  1,750  11,916  872  14,538 
Other taxes 22,093  87  478  218  22,876  686  35  23,597 
Contingencies —  —  —  —  —  1,115  —  1,115 
Lease expense and similar arrangements —  246  1,228  201  1,675  1,629  708  4,012 
Third parties raw materials 39,635  5,300  40,938  85,376  171,249  —  —  171,249 
Tax recoveries (18,536) —  —  —  (18,536) —  —  (18,536)
Others 8,947  786  3,287  2,908  15,928  5,685  14,606  36,219 
Subtotal 351,640  20,492  91,820  152,276  616,228  103,880  153,482  873,590 
Own agricultural produce consumed 191,536  47,329  149,914  84,134  472,913  —  —  472,913 
Total 543,176  67,821  241,734  236,410  1,089,141  103,880  153,482  1,346,503 

 


F- 34

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

6.    Expenses by nature (continued)


Expenses by nature for the year ended December 31, 2023:

  Cost of production of manufactured products (Note 5)      
  Sugar,
Ethanol and
Energy		 Crops Rice Dairy Total General and
Administrative
Expenses		 Selling
Expenses		 Total
Salaries, social security expenses and employee benefits 47,050  2,549  10,541  7,733  67,873  30,581  8,899  107,353 
Raw materials and consumables 7,878  293  818  19,361  28,350  —  —  28,350 
Depreciation and amortization 131,536  3,087  4,514  3,153  142,290  14,632  1,166  158,088 
Depreciation right-of-use and other leases 9,402  —  32  350  9,784  7,837  208  17,829 
Fuel, lubricants and others 37,707  139  665  1,338  39,849  572  251  40,672 
Maintenance and repairs 32,594  724  2,550  1,490  37,358  1,377  583  39,318 
Freights 106  80  5,662  1,921  7,769  —  57,629  65,398 
Export taxes / selling taxes —  —  —  —  —  —  29,910  29,910 
Export expenses —  —  —  —  —  —  11,550  11,550 
Contractors and services 11,313  2,013  2,705  214  16,245  —  —  16,245 
Energy transmission —  —  —  —  —  —  2,621  2,621 
Energy power 776  817  2,291  1,693  5,577  342  66  5,985 
Professional fees 1,105  38  71  69  1,283  8,553  1,725  11,561 
Other taxes 4,232  12  160  102  4,506  582  23  5,111 
Contingencies —  —  —  —  —  988  —  988 
Lease expense and similar arrangements —  127  523  145  795  975  567  2,337 
Third parties raw materials 31,969  3,838  35,289  47,336  118,432  —  —  118,432 
Tax recoveries (74) —  —  —  (74) —  —  (74)
Others 6,091  552  1,396  1,498  9,537  3,881  13,894  27,312 
Subtotal 321,685  14,269  67,217  86,403  489,574  70,320  129,092  688,986 
Own agricultural produce consumed 226,868  32,817  56,412  34,938  351,035  —  —  351,035 
Total 548,553  47,086  123,629  121,341  840,609  70,320  129,092  1,040,021 


7.    Salaries and social security expenses
  2025 2024 2023
Wages and salaries (i) (ii)
 167,067  160,955  127,113 
Social security costs 40,518  46,912  41,404 
Equity-settled share-based compensation 11,896  6,680  8,581 
  219,481  214,547  177,098 
(i)Includes US$32,605, US$33,148 and US$35,007, capitalized in Property, Plant and Equipment for the years 2025, 2024 and 2023, respectively.

(ii) Wages and salaries expenses includes, as applicable, amounts related to a defined contribution retirement plan assumed in the acquisition of Profertil S.A. Under this plan, eligible employees who elect to participate contribute a specified percentage of their monthly compensation, and the company matches the employee contribution. Amounts contributed generally become payable to the employee only upon retirement, or earlier in limited circumstances (including certain voluntary terminations, dismissal without cause, death, or incapacity). The company may discontinue the plan at any time without incurring termination costs.


F- 35

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



8.    Other operating income / (expense), net
  2025 2024 2023
Gain from commodity derivative financial instrument
 1,175  10,593  6,913 
Gain / (loss) from disposal of other property items
 4,254  (2,408) 4,747 
Net gain / (loss) from fair value adjustment of investment property
 3,312  (23,375) 10,620 
Gain from disposal of farmland and other assets (Note 21) —  6,050  6,334 
Insurance recovery / (impairment) of assets destroyed by fire (*)
 11,295  (14,259) — 
Share of loss of joint venture (**)
 (424) —  — 
Tax credits recognized (***)
 6,144  19,486  — 
Others 529  8,737  (3,024)
  26,285  4,824  25,590 
 
(*) In September 2024, a fire in our Peanut facility located in the Province of Cordoba damaged a warehouse cell and inventory stored therein. As a result, the Company recognized an impairment loss of approximately US$ 12.0 million and US$ 2.0 million for inventories and property, plant and equipment, respectively. During 2025, we agreed the compensation with the insurance companies for an amount of USD 14.1 millions, which net of additional charges in 2025, totaled 11.3 million.

(**) It corresponds to the 50% interest held in Profertil S.A. from December 10 2025 to December 17, 2025 (See Note 21).

(***) This amount includes US$2.2 million (2024: US$11.3 million) related to non-income tax credits resulting from a judicial decision regarding the exclusion of ICMS from the calculation base for PIS and COFINS, as well as US$3.9 million (2024: US$8.1 million) related to federal grant credits.


9.    Financial results, net
  2025 2024 2023
Finance income:      
- Interest income 26,980  16,048  7,134 
 - Foreign exchange gains, net 5,826  —  90,930 
- Gain from interest rate/foreign exchange rate derivative financial instruments 1,788  —  3,501 
 - Other income 511  760  55,535 
Finance income 35,105  16,808  157,100 
Finance costs:      
- Interest expense (72,535) (40,869) (31,906)
- Finance cost related to lease liabilities (38,550) (32,938) (40,203)
- Cash flow hedge – transfer from equity (Note 2) —  (28,650) (36,863)
- Foreign exchange losses, net —  (37,569) — 
- Taxes (6,059) (7,572) (5,473)
- Loss from interest rate/foreign exchange rate derivative financial instruments —  (9,347) — 
- Other expenses (9,990) (9,496) (7,642)
Finance costs (127,134) (166,441) (122,087)
Other financial results - Net (loss) / gain of inflation effects on monetary items
 (9,209) 2,421  28,816 
Total financial results, net (101,238) (147,212) 63,829 





F- 36

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



10.    Taxation

Adecoagro is subject to the applicable general tax regulations in Luxembourg.
 
The Group’s income tax has been calculated on the estimated assessable taxable results for the year at the rates prevailing in the respective foreign tax jurisdictions. The subsidiaries of the Group are required to calculate their income taxes on a separate basis according to the rules and regulations of the jurisdictions where they operate. Therefore, the Group is not legally permitted to compensate subsidiaries’ losses against subsidiaries’ income. The details of the provision for the Group’s consolidated income tax are as follows:
  2025 2024 2023
Current income tax (9,075) (14,335) 4,570 
Deferred income tax 9,249  71,350  (83,243)
Income tax benefit / (expense)
 174  57,015  (78,673)
 
The statutory tax rate in the countries where the Group operates for all of the years presented are:
 
Tax Jurisdiction Income Tax Rate
Argentina 35  %
Brazil 34  %
Uruguay 25  %
Spain 25  %
Luxembourg 23.87  %
Chile 27  %
 
Deferred tax assets and liabilities of the Group as of December 31, 2025 and 2024, without taking into consideration the offsetting of balances within the same tax jurisdiction, will be recovered or settled as follows:

  2025 2024
Deferred income tax asset to be recovered after more than 12 months 113,633  23,428 
Deferred income tax asset to be recovered within 12 months 5,829  77,777 
Deferred income tax assets 119,462  101,205 
Deferred income tax liability to be settled after more than 12 months (802,219) (272,403)
Deferred income tax liability to be settled within 12 months (22,155) (143,631)
Deferred income tax liability (824,374) (416,034)
Deferred income tax liability, net (704,912) (314,829)















F- 37

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



10.    Taxation (continued)

The gross movement on the deferred income tax account is as follows:

  2025 2024
Beginning of year (314,829) (366,554)
Exchange differences 6,467  (160,927)
Changes of fair value valuation for farmlands (22,476) 144,971 
Acquisition of subsidiary (Note 21) (386,344) — 
Disposal of farmland —  2,265 
Tax credit relating to cash flow hedge (i) —  (7,092)
Income tax benefit
 9,249  71,350 
Others 3,021  1,158 
End of year (704,912) (314,829)

(i) Relates to the gain or loss before income tax of cash flow hedge recognized in other comprehensive income amounting to nil for the year ended December 31, 2025 (2024: US$601; 2023: US$7,319); net of the reclassification from Equity to the Income Statement of nil for the year ended December 31, 2025 (2024: US$ 26,997; 2023: US$ 49,737).
 
The movement in the deferred income tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

Deferred income tax
liabilities		 Property, plant and equipment Investment property Biological
assets		 Others Total
At January 1, 2024 383,943  15,888  23,380  22,708  445,919 
Charged / (credited) to the statement of income (11,199) (17,396) 550  (8,815) (36,860)
Farmlands revaluation (144,971) —  —  —  (144,971)
Disposals of farmland (2,265) —  —  —  (2,265)
Exchange differences 137,102  11,215  8,679  (2,785) 154,211 
At December 31, 2024 362,610  9,707  32,609  11,108  416,034 
Charged / (credited) to the statement of income 10,691  933  3,297  (18,038) (3,117)
Farmlands revaluation 22,476  —  —  —  22,476 
Acquisition of subsidiaries (Note 21)
 372,631  —  —  13,713  386,344 
Exchange differences 4,070  (650) (2,195) 1,412  2,637 
At December 31, 2025 772,478  9,990  33,711  8,195  824,374 
 














F- 38

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



10.    Taxation (continued)
Deferred income tax
assets		 Provisions Tax loss
carry
forwards		 Equity-settled
share-based
compensation		 Borrowings Biological
assets		 Others Total
At January 1, 2024 11,438 57,101  4,015  373  —  6,438  79,365 
(Credited) / charged to the statement of income (4,433) 27,133  —  14,828  9,176  (12,214) 34,490 
Tax charge relating to cash flow hedge —  (7,092) —  —  —  —  (7,092)
Exchange differences 4,555  (6,200) —  (1,712) (6,643) 3,284  (6,716)
Others —  —  964  —  —  194  1,158 
At December 31, 2024 11,560  70,942  4,979  13,489  2,533  (2,298) 101,205 
Charged / (credited) to the statement of income 6,664  16,285  (6,258) (12,288) (51) 1,780  6,132 
Tax charge relating to cash flow hedge —  —  —  —  —  —  — 
Exchange differences 1,106  3,283  3,725  934  51  5  9,104 
Others —  —  3,043  —  —  (22) 3,021 
At December 31, 2025 19,330  90,510  5,489  2,135  2,533  (535) 119,462 
 
Tax loss carry forwards in Argentina and Uruguay generally expire within 5 years. Tax loss carry forwards in Brazil do not expire. However, in Brazil, the taxable profit for each year can only be reduced by tax loss carry forward up to a maximum of 30%. Tax loss carry forward in Luxembourg expire within 17 years.
 
In order to fully realize the deferred tax asset, the Group will need to generate future taxable income in the countries where the tax loss carry forward were incurred. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible.

As of December 31, 2025, the Group’s tax loss carry forwards and their corresponding jurisdictions are as follows:

Jurisdiction Tax loss carry forward
Argentina (1) 147,620 
Brazil 110,474 
Uruguay 2,024 
Luxembourg 26,864 
 
(1) As of December 31, 2025, the aging of the determination tax loss carry forward in Argentina is as follows:

Year of generation Amount
2022 26,118 
2023 413 
2024 63,330 
2025 57,759 





F- 39

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



10.    Taxation (continued)

The tax on the Group’s profit before income tax differs from the theoretical amount that would arise using the tax rates applicable to profits in the respective countries as follows:
 
  2025 2024 2023
Tax calculated at the tax rates applicable to profits in the respective countries 2,187  (8,735) (103,860)
Non-deductible items (1,096) (316) (1,616)
Effect of the changes in the statutory income tax rate in Argentina —  —  1,280 
Tax losses where no deferred tax asset was recognized (28) (20) (706)
Non-taxable income 3,559  15,215  19,994 
Previously unrecognized tax losses now recouped to reduce tax expenses (1)
 7,613  9,908  38,646 
Effect of IAS 29 and tax adjustment per inflation in Argentina (18,779) 36,563  (29,526)
Others 6,718  4,400  (2,885)
Income tax expense 174  57,015  (78,673)
 
(1) 2025 includes US$5,708 of adjustment by inflation of tax loss carryforwards in Argentina (US$8,832 in 2024 and US$37,151 in 2023).

Tax Inflation Adjustment in Argentina

Laws 27,430, 27,468 and 27,541 introduced several amendments to the income tax inflation adjustments provided by the Income Tax Law. According to these provisions, and effective as from fiscal years beginning on or after January 1, 2018, the inflation adjustment procedure set out in Title VI of the Income Tax Law shall be applicable in fiscal years in which the variation of IPC price index, accumulated in the 36 months immediately preceding the end of the relevant fiscal year, is higher than 100%. As from its effectiveness, this procedure is applicable because the variation of the IPC reached the prescribed limits.

However, Section 39 of Law No. 24,073 suspended the application of the provisions of Title VI of the Income Tax Law relating to the income tax inflation adjustment since April 1, 1992 to certain items, such as, fixed assets, inventory, and tax loss carryforwards, among others.

After the economic crisis of 2002, many taxpayers began to question the legality of the provisions suspending the income tax inflation adjustment. Also, the Argentine Supreme Court of Justice issued its verdict in the "Candy" case July 3, 2009 in which it stated that particularly for fiscal year 2002 and considering the serious state of disturbance of that year, the taxpayer could demonstrate that not applying the income tax inflation adjustment resulted in confiscatory income tax rates.

More recently, the Argentine Supreme Court of Justice applied a similar criterion to the 2010, 2011, 2012 and 2014 fiscal years in the cases brought by “Distribuidora Gas del Centro” (10/14/14, 06/02/15, 10/04/16 and 06/25/19), among others, enabling the application of income tax inflation adjustment for periods not affected by a severe economic crisis such as 2002.

The Company believes that the lack of application of the income tax inflation adjustment is confiscatory. Accordingly, based on the precedents and the opinion of external and internal tax advisors, the Company has adjusted all items for inflation including those suspended by Section 39 of Law 24,073 as described above. The net effect of the inflation adjustment of Tax loss carryforwards resulted in a deferred tax asset of US$115.8 million as of December 31, 2025, of which US$81.7 million has already been applied.

The application of local tax laws require interpretation, and accordingly involves the application of judgment and is open to challenge by the relevant tax authorities. This gives rise to a level of uncertainty. Provisions for uncertain tax positions are established in accordance with IFRIC 23 based on an assessment of the range of likely tax outcomes in open years and reflecting the strength of technical arguments. Amounts are provided for individual tax uncertainties based on management’s assessment of whether the most likely amount or an expected amount based on a probability weighted methodology is the more appropriate predicter of amounts that the Company is ultimately expected to settle. When making this assessment, the Company


F- 40

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



10.    Taxation (continued)

utilizes specialist in-house tax knowledge and experience and takes into consideration specialist tax advice from third party advisers on specific items. The Company has not provided any amount in this case based on its belief that it has solid arguments to support its position.


OECD Pillar Two model rules

The group is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in Luxembourg, the jurisdiction in which Adecoagro S.A. is incorporated, and came into effect for the fiscal year starting on January 1st,, 2024.

The group has not recognized Pillar Two current tax for the year ended December 31, 2025.

The group applies the IAS 12 exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.



F- 41

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



11.    Earnings per share

(a) Basic
 
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the parent by the weighted average number of shares in issue during the period excluding common shares held as treasury shares (Note 22).

  2025 2024 2023
(Loss) / profit from operations attributable to equity holders of the parent
 (8,348) 92,340  226,291 
Weighted average number of shares in issue (thousands) 102,094  102,604  107,092 
Basic earnings per share (0.082) 0.900  2.113 
 
(b) Diluted
 
Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential shares. The Group has two categories of dilutive potential shares: equity-settled share options and restricted units. For these instruments, a calculation is done to determine the number of shares that could have been acquired at fair value, based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the equity-settled share options. During 2025, the share options outstanding average were 341 thousand (2024: 465 thousand; 2023: 401 thousands) share options outstanding.

  2025 2024 2023
(Loss) / profit from operations attributable to equity holders of the parent
 (8,348) 92,340  226,291 
Weighted average number of shares in issue (thousands) 102,094  102,604  107,092 
Adjustments for:
- Employee share options and restricted units (thousands) 341  465  401 
Weighted average number of shares for diluted earnings per share (thousands) 102,435  103,069  107,493 
Diluted earnings per share (0.082) 0.896  2.105 



F- 42

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



12.    Property, plant and equipment, net
 
Changes in the Group’s property, plant and equipment, net in 2025 and 2024 were as follows:
 
  Farmlands Farmland
improvements		 Buildings and  
facilities		 Machinery,  
equipment,  
furniture and
fittings		 Bearer plants Others Work in  
progress		 Total
At January 1, 2024                
Fair value for farmlands / Cost 694,202  43,426  527,977  1,080,418  966,167  33,630  20,811  3,366,631 
Accumulated depreciation —  (31,781) (286,821) (883,423) (590,325) (24,716) —  (1,817,066)
Net book amount 694,202  11,645  241,156  196,995  375,842  8,914  20,811  1,549,565 
At December 31, 2024              
Opening net book amount 694,202  11,645  241,156  196,995  375,842  8,914  20,811  1,549,565 
Exchange differences 410,088  4,793  55,872  (4,666) (86,586) 5,160  1,755  386,416 
Additions —  —  17,282  66,997  144,484  5,708  39,605  274,076 
Revaluation surplus (413,798) —  —  —  —  —  —  (413,798)
Transfers —  2,900  24,871  7,348  —  124  (35,243) — 
Disposals (13,732) (8) (3,094) (4,351) (2,199) (136) —  (23,520)
Reclassification to non-income tax credits (*) —  —  —  (307) —  —  —  (307)
Depreciation —  (3,937) (32,332) (80,901) (103,971) (2,702) —  (223,843)
Closing net book amount 676,760  15,393  303,755  181,115  327,570  17,068  26,928  1,548,589 

  Farmlands Farmland
improvements		 Buildings and
facilities		 Machinery,
equipment,
furniture and
fittings		 Bearer plants Others Work in
progress		 Total
At December 31, 2024                
Fair value for farmlands / Cost 676,760  51,111  622,908  1,145,439  1,021,866  44,487  26,928  3,589,499 
Accumulated depreciation —  (35,718) (319,153) (964,324) (694,296) (27,419) —  (2,040,910)
Net book amount 676,760  15,393  303,755  181,115  327,570  17,068  26,928  1,548,589 
Year ended December 31, 2025              
Opening net book amount 676,760  15,393  303,755  181,115  327,570  17,068  26,928  1,548,589 
Exchange differences (26,678) (6,032) (9,882) 20,370  42,066  (904) 500  19,440 
Additions —  —  11,090  51,149  131,974  3,250  66,298  263,761 
Revaluation surplus 64,226  —  —  —  —  —  —  64,226 
Acquisition of subsidiaries (Note 21)
 —  —  1,211,092  599  —  9,888  81,492  1,303,071 
Reclassification from investment property 10,571  —  —  —  —  —  —  10,571 
Transfers —  9,553  21,509  8,017  —  (206) (38,873) — 
Disposals —  (3) (937) (2,210) —  (76) —  (3,226)
Reclassification to non-income tax credits (*) —  —  —  (326) —  —  —  (326)
Depreciation —  (3,231) (37,915) (64,157) (86,774) (3,678) —  (195,755)
Closing net book amount 724,879  15,680  1,498,712  194,557  414,836  25,342  136,345  3,010,351 
At December 31, 2025              
Fair value for farmlands / Cost 724,879  54,629  1,855,780  1,223,038  1,195,906  56,437  136,345  5,247,014 
Accumulated depreciation —  (38,949) (357,068) (1,028,481) (781,070) (31,095) —  (2,236,663)
Net book amount 724,879  15,680  1,498,712  194,557  414,836  25,342  136,345  3,010,351 
 

(*) Brazilian federal tax law allows entities to take a percentage of the total cost of the assets purchased as a tax credit. As of December 31, 2025 and 2024, ICMS (Imposto sobre Circulação de Mercadorias e Prestação de Serviços) tax credits were reclassified to trade and other receivables.
 


F- 43

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

12.    Property, plant and equipment, net (continued)

Depreciation is calculated using the straight-line method to allocate their cost over the estimated useful lives. Farmlands are not depreciated, except for bearer plants.
 
Farmland improvements
5-25 years
Buildings and facilities (*)
 3-50 years
Furniture and fittings
10 years
Computer equipment
3-5 years
Machinery and equipment (**)
4-10 years
Bearer plants
6 - based on productivity
(*) Includes fertilizers complex.
(**) Includes vehicles (4-5 years).

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. Farmlands are measured at fair value using a sales comparison approach. prepared by an independent expert. Sale prices of comparable properties are adjusted considering the specific aspects of each property, the most relevant assumption being the price per hectare (Level 3). The Group estimated that, other factors being constant, a 5% reduction on the sales price for the year ended December 31, 2025 would have reduced the value of the farmlands on US$36.2 million (2024: US$33.8 million), which would impact, net of its tax effect on the "Revaluation surplus" item in the statement of Changes in Shareholders' Equity. Should farmlands be carried at historical cost, the net book value as of December 31, 2025 would have been US$288.1 million.

Depreciation charges are included in “Cost of production of Biological Assets," “Cost of production of manufactured products,”“General and administrative expenses,”“Selling expenses” and capitalized in “Property, plant and equipment” for the years ended December 31, 2025, 2024 and 2023.
 
During the year ended December 31, 2025, borrowing costs of US$4.0 million (2024:US$4.9 million) were capitalized as components of the cost of acquisition or construction for qualifying assets.
 
Certain of the Group’s assets had been pledged as collateral to secure the Group’s borrowings and other payables. The net book value of the pledged assets amounts to US$205.1 million, both as of December 31, 2025 and 2024. As of December 31, 2025, all borrowings that had assets as guaranty were canceled. We are in the process of lifting the pledges.























F- 44

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



13.    Right of use assets, net

    Changes in the Group’s right of use assets, net in 2025 and 2024 were as follows:
Agricultural partnerships (*) Others Total
At January 1, 2024
Opening net book amount 384,848  21,865  406,713 
Exchange differences (71,415) (1,571) (72,986)
Additions and re-measurements 107,050  10,936  117,986 
Depreciation (67,803) (10,064) (77,867)
Closing net book amount 352,680  21,166  373,846 
At December 31, 2025
Opening net book amount 352,680  21,166  373,846 
Exchange differences 36,256  4,296  40,552 
Acquisition of subsidiary (Note 21) (**)
 —  9,221  9,221 
Additions and re-measurements 27,715  10,556  38,271 
Depreciation (61,464) (11,433) (72,897)
Closing net book amount 355,187  33,806  388,993 

    (*) Agricultural partnership has an average term of 6 years.

(**) It corresponds to the rights of use recognized for the acquisition of Profertil. The related right-of-use assets and corresponding lease liabilities (as applicable) were recognized at the acquisition date at fair value in accordance with the Group’s business combination and lease accounting policies. It mainly includes (1) a concession and permit of use of the port land and facilities of the Port of Bahia Blanca; (2) a right of use of land located in the Cangrejales zone of the Bahía Blanca Port, Province of Buenos Aires, Argentina , and (3) certain properties located in of San Nicolas port. The contract was renewed and is scheduled to expire on July 15, 2026.

Depreciation charges are included in “Cost of production of Biological Assets,”“Cost of production of manufactured products”,“General and administrative expenses”,“Selling expenses” and capitalized in “Property, plant and equipment” for the year ended December 31, 2025, 2024 and 2023.

14.    Investment property
 
Changes in the Group’s investment property in 2025 and 2024 were as follows:
 
  2025 2024
Beginning of the year 33,542  33,364 
Net gain / (loss) from fair value adjustment (Note 8)
 3,312  (23,375)
Reclassification to property, plant and equipment (i) (10,571) — 
Exchange difference (2,246) 23,553 
End of the year 24,037  33,542 
Fair value 24,037  33,542 
Net book amount 24,037  33,542 
 
Investment properties are measured at fair value using a sales comparison approach prepared by an independent expert. Sale prices of comparable properties are adjusted considering the specific aspects of each property, the most relevant


F- 45

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

14.    Investment property (continued)
assumption being the price per hectare (Level 3). The increase/decrease in the fair value of investment property is recognized in the Statement of income under the line item “Other operating income, net”. The Group estimated that, other factors being constant, a 10% reduction on the sales price for the period ended December 31, 2025 and 2024 would have caused a reduction of US$2.4 million and US$3.3 million respectively in the value of the investment properties, which would impact the line item “Net gain from fair value adjustment”.

15.    Intangible assets, net
 
Changes in the Group’s intangible assets, net in 2025 and 2024 were as follows:
  Goodwill Software Trademarks Others Total
At January 1, 2024        
Cost 14,309  16,908  9,494  1,344  42,055 
Accumulated amortization —  (10,866) (3,063) (607) (14,536)
Net book amount 14,309  6,042  6,431  737  27,519 
Year ended December 31, 2024      
Opening net book amount 14,309  6,042  6,431  737  27,519 
Exchange differences 5,933  1,935  3,332  (159) 11,041 
Additions —  1,190  —  —  1,190 
Disposal —  (205) —  —  (205)
Amortization charge (i) —  (1,800) (507) (7) (2,314)
Closing net book amount 20,242  7,162  9,256  571  37,231 
At December 31, 2024      
Cost 20,242  19,828  12,826  1,185  54,081 
Accumulated amortization —  (12,666) (3,570) (614) (16,850)
Net book amount 20,242  7,162  9,256  571  37,231 
Year ended December 31, 2025      
Opening net book amount 20,242  7,162  9,256  571  37,231 
Exchange differences (676) (112) (484) 66  (1,206)
Additions —  2,043  —  —  2,043 
Acquisition of subsidiaries (Note 21)
 208,204  10,419  —  —  218,623 
Amortization charge (i) —  (2,333) (477) (6) (2,816)
Closing net book amount 227,770  17,179  8,295  631  253,875 
At December 31, 2025      
Cost 227,770  32,178  12,342  1,251  273,541 
Accumulated amortization —  (14,999) (4,047) (620) (19,666)
Net book amount 227,770  17,179  8,295  631  253,875 
 
(i)Amortization charges are included in “General and administrative expenses” and “Selling expenses” for the years ended December 31, 2025 and 2024, respectively. There were no impairment charges for any of the years presented (see Note 32 (a)).



F- 46

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



16.    Biological assets

Changes in the Group’s biological assets in 2025 and 2024 were as follows:
  2025
  Sugarcane
(ii)		 Crops
(ii)		 Rice
(ii)		 Dairy Total
Beginning of the year 69,620  79,363  102,098  42,864  293,945 
Increase due to purchases —  2,987  1,057  —  4,044 
Initial recognition and changes in fair value of biological assets (i) 59,024  (1,748) 16,412  21,922  95,610 
Decrease due to harvest / disposals (164,985) (175,107) (128,841) (93,613) (562,546)
Costs incurred during the year 155,281  162,618  99,552  72,444  489,895 
Exchange differences 8,407  (5,182) (6,559) (2,870) (6,204)
End of the year 127,347  62,931  83,719  40,747  314,744 

  2024
  Sugarcane
(ii)		 Crops
(ii)		 Rice
(ii)		 Dairy Total
Beginning of the year 116,458  55,545  32,843  23,191  228,037 
Increase due to purchases —  1,275  653  —  1,928 
Initial recognition and changes in fair value of biological assets (i) 41,166  33,050  53,436  15,429  143,081 
Decrease due to harvest / disposals (205,967) (220,801) (151,317) (107,878) (685,963)
Costs incurred during the year 142,205  172,927  145,752  95,749  556,633 
Exchange differences (24,242) 37,367  20,731  16,373  50,229 
End of the year 69,620  79,363  102,098  42,864  293,945 
 
(i) Biological asset with a production cycle of more than one year (that is dairy cattle) generated “Initial recognition and changes in fair value of biological assets” amounting to US$(22,321) for the year ended December 31, 2025 (2024: US$14,263). In 2025, an amount of US$(5,132) (2024: US$525) was attributable to price changes, and an amount of US$(17,190) (2024: US$13,738) was attributable to physical changes.
(ii) Biological assets that are measured at fair value within level 3 of the hierarchy.

 


F- 47

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

16.    Biological assets (continued)

Cost of production for the year ended December 31, 2025:

Sugar,
Ethanol and
Energy		 Crops Rice Dairy Total
Salaries, social security expenses and employee benefits 16,862  5,667  15,126  11,002  48,657 
Depreciation and amortization 4,415  —  —  —  4,415 
Depreciation of right of use assets 36,697  —  —  —  36,697 
Fertilizers, agrochemicals and seeds 62,836  53,926  23,036  5,903  145,701 
Fuel, lubricants and others 7,063  860  2,128  1,298  11,349 
Maintenance and repairs 5,521  1,471  13,298  5,573  25,863 
Freights —  4,178  1,732  139  6,049 
Contractors and services 14,220  49,491  31,916  —  95,627 
Feeding expenses —  432  249  23,194  23,875 
Veterinary expenses —  266  74  3,828  4,168 
Energy power —  61  5,154  1,898  7,113 
Professional fees 648  302  274  577  1,801 
Other taxes 50  842  101  22  1,015 
Lease expense and similar arrangements (1) 4,310  42,959  4,029  —  51,298 
Others 2,659  1,176  2,403  652  6,890 
Subtotal 155,281  161,631  99,520  54,086  470,518 
Own agricultural produce consumed —  987  32  18,358  19,377 
Total 155,281  162,618  99,552  72,444  489,895 
(1) Correspond mainly to lease arrangement short term. 


F- 48

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

16.    Biological assets (continued)

Cost of production for the year ended December 31, 2024:

Sugar,
Ethanol and
Energy		 Crops Rice Dairy Total
Salaries, social security expenses and employee benefits 13,814  6,635  16,241  14,412  51,102 
Depreciation and amortization 4,940  —  —  —  4,940 
Depreciation of right of use assets 44,553  —  —  —  44,553 
Fertilizers, agrochemicals and seeds 51,180  76,280  46,336  50  173,846 
Fuel, lubricants and others 4,277  1,011  2,367  1,584  9,239 
Maintenance and repairs 4,100  2,451  17,665  5,454  29,670 
Freights —  5,502  2,130  190  7,822 
Contractors and services 11,580  30,196  46,830  —  88,606 
Feeding expenses —  410  157  45,112  45,679 
Veterinary expenses —  279  97  5,050  5,426 
Energy power —  68  5,681  2,230  7,979 
Professional fees 354  662  399  257  1,672 
Other taxes 48  909  91  246  1,294 
Lease expense and similar arrangements (1) 5,374  46,886  5,262  2  57,524 
Others 1,985  953  2,386  930  6,254 
Subtotal 142,205  172,242  145,642  75,517  535,606 
Own agricultural produce consumed —  685  110  20,232  21,027 
Total 142,205  172,927  145,752  95,749  556,633 
(1) Correspond mainly to lease arrangement of short term periods.
 
Biological assets in December 31, 2025 and 2024 were as follows:
  2025 2024
Non-current    
Cattle for dairy production (i) 39,810  42,449 
Breeding cattle (ii) 271  607 
Other cattle (ii) 407  362 
  40,488  43,418 
Current    
Breeding cattle (iii) 14,325  11,433 
Other cattle (iii) 937  415 
Sown land – crops (ii) 51,384  69,339 
Sown land – rice (ii) 80,263  99,720 
Sown land – sugarcane (ii) (iv) 127,347  69,620 
  274,256  250,527 
Total biological assets 314,744  293,945 
 
(i)Classified as bearer and mature biological assets.
(ii)Classified as consumable and immature biological assets.
(iii)Classified as consumable and mature biological assets.
(iv)It includes US$7,837 and US$6,254 of crops planted in sugarcane farms.


F- 49

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

16.    Biological assets (continued)


The fair value less estimated point of sale costs of agricultural produce at the point of harvest amounted to US$468,933 for the year ended December 31, 2025 (2024: US$578,085).
 
The following table presents the Group’s biological assets that are measured at fair value at December 31, 2025 and 2024 (See Note 17 for the description of each fair value level):

  2025 2024
  Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Cattle for dairy production —  39,810  —  39,810  —  42,449  —  42,449 
Breeding cattle 14,596  —  —  14,596  12,040  —  —  12,040 
Other cattle —  1,344  —  1,344  —  777  —  777 
Sown land – sugarcane —  —  127,347  127,347  —  —  69,620  69,620 
Sown land – crops —  —  51,384  51,384  —  —  69,339  69,339 
Sown land – rice —  —  80,263  80,263  —  —  99,720  99,720 

There were no transfers between any levels during the year.
 
The following significant unobservable inputs were used to measure the Group’s biological assets using the discounted cash flow valuation technique:

Description Unobservable
inputs		 Range of unobservable inputs Relationship of unobservable
inputs to fair value
    2025 2024  
Sown land – sugarcane Sugarcane yield – tonnes per hectare; Sugarcane TRS (kg of sugar per ton of cane) Production Costs – US$ per hectare. (Include maintenance, harvest and leasing costs)
 
'-Sugarcane yield: 50-100 tonnes/ha -Sugarcane TRS: 120-140 kg of sugar/tonnes of cane -Maintenance costs: 550-850 US$/ha -Harvest costs: 7.0-13.0 US$/tonnes of cane -Leasing costs: 12.0-14.4 tonnes/ha-Discount rate: 16.91% in Brazilian real.
'-Sugarcane yield: 50-100 tonnes/ha - Sugarcane TRS: 120-140kg of sugar/tonnes of cane - Maintenance costs: 550-850 US$/ha - Harvest costs: 7.0-13.0 US$/ tonnes of cane - Leasing costs: 12.0-14.4 tonnes/ha-Discount rate: 13.61% in Brazilian real.
 The higher the sugarcane yield, the higher the fair value. The higher the maintenance, harvest and leasing costs per hectare, the lower the fair value. The higher the TRS of sugarcane, the higher the fair value.
 
Sown land – crops Crops yield – tonnes per hectare; Commercial Costs – US$ per hectare;
Production Costs – US$ per hectare.
 
'- Crops yield: 0.70 – 7.5 tonnes/ha for Wheat, 0.3 – 12 tonnes/ha for Corn, 0.1 - 5700.0 tonnes/ha for Soybean, 0.7 - 3.1 for Sunflower and 1.2 - 5.3 tonnes/ha for Peanut - Commercial Costs: 10-56 US$/tonnes for Wheat, 9-61 US$/tonnes for Corn, 9-57 US$/tonnes for Soybean, 15-55 US$/tonnes for Sunflower and 19-70 US$/ha for Peanut - Production Costs: 157-964 US$/ha for Wheat, 291-1633 US$/ha for Corn, 203-1286 US$/ha for Soybean, 136-1209 US$/ha for Sunflower and 902-2543 US$/ha for Peanut-Discount rate: 7% in US$.
'- Crops yield: 0.60 – 7.0 tonnes/ha for Wheat, 0.4 – 13  tonnes/ha for Corn, 0.1 - 4900.0 tonnes/ha for Soybean, 0.5-2.8 for Sunflower and 0.9 - 6.3 tonnes/ha for Peanut
- Commercial Costs: 9-57 US$/ha for Wheat, 11-63 US$/ha for Corn, 12-71 US$/ha for Soybean, 11-73 US$/ha for Sunflower and 19.0 - 70.0 US$/ha for Peanut
- Production Costs: 187-1031 US$/ha for Wheat, 195-1616 US$/ha for Corn, 186-1054 US$/ha for Soybean, 291-1184 US$/ha for Sunflower and 750.0 - 2,007.0 US$/ha for Peanut-Discount rate: 2% in US$.
 The higher the crops yield, the higher the fair value. The higher the commercial and direct costs per hectare, the lower the fair value.
 
Sown land – rice Rice yield – tonnes per hectare;
Commercial Costs – US$ per hectare;
Production Costs – US$ per hectare.
'-Rice yield: 7.3 -7.9 tonnes/ha -Commercial Costs: 5-54 US$/ha -Production Costs: 1082-1480 US$/ha-Discount rate: 7% in US$.
'-Rice yield: 4.9 -7.4 tonnes/ha
-Commercial Costs: 18-53 US$/ha
-Production Costs: 1275-2438 US$/ha-Discount rate: 2% in US$.
 The higher the rice yield, the higher the fair value. The higher the commercial and direct costs per hectare, the lower the fair value.
 
 


F- 50

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

16.    Biological assets (continued)

As of December 31, 2025, the impact of a reasonable 10% increase / (decrease) in estimated costs, with all other variables held constant, would result in a decrease (increase) in the fair value of the Group’s biological asset less cost to sell of US$23.3 million for sugarcane, US$3.4 million for crops and US$6.5 million for rice.

As of December 31, 2024, the impact of a reasonable 10% increase / (decrease) in estimated costs, with all other variables held constant, would result in a decrease (increase) in the fair value of the Group’s biological asset less cost to sell of US$23.3 million for sugarcane, US$3.4 million for crops and US$6.5 million for rice.

17.    Financial instruments by category

The Group classified its financial assets in the following categories:
 
(a) Financial assets at fair value through profit or loss
 
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term. Derivatives are also categorized as held for trading unless they are designated as hedges. For all years presented, the Group’s financial assets at fair value through profit or loss comprise mainly short-term investment and derivative financial instruments.
 
(b) Financial assets at amortized cost
 
Financial assets at amortized cost, namely loans and receivables, are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables comprise “trade and other receivables” and “cash and cash equivalents” in the statement of financial position.
 
The following tables show the carrying amounts of financial assets and financial liabilities by category of financial instrument and reconciliation to the corresponding line item in the statements of financial position, as appropriate. Since the line items “Trade and other receivables, net” and “Trade and other payables” contain both financial instruments and non-financial assets or liabilities (such as other tax receivables or advance payments for services to be received in the future), the reconciliation is shown in the columns headed “Non-financial assets” and “Non-financial liabilities”.

  Financial assets at amortized cost Financial assets at fair
value through
profit or loss		 Subtotal
financial
assets		 Non-
financial
assets		 Total
December 31, 2025          
Assets as per statement of financial position          
Trade and other receivables 222,009  —  222,009  225,230  447,239 
Derivative financial instruments —  3,131  3,131  —  3,131 
Short term investment —  89,826  89,826  —  89,826 
Cash and cash equivalents 383,150  —  383,150  —  383,150 
Total 605,159  92,957  698,116  225,230  923,346 
 


F- 51

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

17.    Financial instruments by category (continued)

  Financial
liabilities at
amortized cost		 Liabilities at
fair value
through profit
or loss		 Subtotal
financial
liabilities		 Non-
financial
liabilities		 Total
Liabilities as per statement of financial position          
Trade and other payables 637,002  —  637,002  36,858  673,860 
Borrowings 1,593,009  —  1,593,009  —  1,593,009 
Leases Liabilities 356,602  —  356,602  —  356,602 
Derivative financial instruments —  5,394  5,394  —  5,394 
Total 2,586,613  5,394  2,592,007  36,858  2,628,865 
  
  Financial assets at amortized cost Financial assets at fair
value through
profit or loss		 Subtotal
financial
assets		 Non-
financial
assets		 Total
December 31, 2024          
Assets as per statement of financial position          
Trade and other receivables 102,619  —  102,619  149,247  251,866 
Derivative financial instruments —  9,596  9,596  —  9,596 
Short term investment —  46,097  46,097  —  46,097 
Cash and cash equivalents 211,244  —  211,244  —  211,244 
Total 313,863  55,693  369,556  149,247  518,803 
 
  Financial
liabilities at
amortized cost		 Liabilities at
fair value
through profit
or loss		 Subtotal
financial
liabilities		 Non-
financial
liabilities		 Total
Liabilities as per statement of financial position          
Trade and other payables 174,863  —  174,863  32,811  207,674 
Borrowings (i) 779,556  —  779,556  —  779,556 
Leases Liabilities 342,030  —  342,030  —  342,030 
Derivative financial instruments (i) —  5,779  5,779  —  5,779 
Total 1,296,449  5,779  1,302,228  32,811  1,335,039 
 
(i) The Group formally documents and designates cash flow hedging relationships to hedge the foreign exchange rate risk of a portion of its highly probable future sales in U.S. Dollars using a portion of its borrowings denominated in U.S. Dollars, currency forwards and foreign currency floating-to-fixed interest rate swaps (See Note 2 for details).
 
Because of the short maturities of most trade accounts receivable and payable, other receivables and liabilities, and cash and cash equivalents, their carrying amounts at the closing date do not differ significantly from their respective fair values. The fair value of long-term borrowings is disclosed in Note 26.
 
Income, expense, gains and losses on financial instruments can be assigned to the following categories:



F- 52

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

17.    Financial instruments by category (continued)

  Financial asset / liabilities at amortized cost Assets/ liabilities
at fair value
through profit or
loss		 Total
December 31, 2025      
Interest income (i) 26,980  —  26,980 
Interest expense (i) (72,535) —  (72,535)
Foreign exchange gain (i)
 5,826  —  5,826 
Gain from derivative financial instruments (ii) —  2,963  2,963 
Finance cost related to lease liabilities (38,550) —  (38,550)
  Financial assets / liabilities at amortized cost Assets/ liabilities
at fair value
through profit or
loss		 Total
December 31, 2024      
Interest income (i) 16,048  —  16,048 
Interest expense (i) (40,869) —  (40,869)
Foreign exchange gains (i) (37,569) —  (37,569)
Gain from derivative financial instruments (ii) —  1,246  1,246 
Finance cost related to lease liabilities (32,938) —  (32,938)
 
(i)Included in “Financial Results, net” in the consolidated statement of income.
(ii)Included in “Other operating income, net” and “Financial Results, net” in the consolidated statement of income.
 
Determining fair values
 
IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All financial instruments recognized at fair value are allocated to one of the valuation hierarchy levels of IFRS 13. This valuation hierarchy provides for three levels. The allocation reflects which of the fair values derive from transactions in the market and where valuation is based on models because market transactions are lacking. The level in the fair value hierarchy is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety.
 
As of December 31, 2025 and 2024, the financial instruments recognized at fair value on the statement of financial position comprise derivative financial instruments.
 
In the case of Level 1, valuation is based on unadjusted quoted prices in active markets for identical financial assets that the Group can refer to at the date of the statement of financial position. The financial instruments the Group has allocated to this level mainly comprise crop futures and options traded on the stock market.
 
Derivatives not traded on the stock market allocated to Level 2 are valued using models based on observable market data. The financial instruments the Group has allocated to this level mainly comprise interest-rate swaps and foreign-currency interest-rate swaps.
 
In the case of Level 3, the Group uses valuation techniques not based on inputs observable in the market. This is only permissible insofar as no observable market data are available. The Group does not have financial instruments allocated to this level for any of the years presented.
 
The following tables present the Group’s financial assets and financial liabilities that are measured at fair value as of December 31, 2025 and 2024 and their allocation to the fair value hierarchy:


F- 53

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

17.    Financial instruments by category (continued)

    Level 1 Level 2 Total
Assets        
Derivative financial instruments 2025 1,243 1,888 3,131 
Short-term investment
 2025 89,826 —  89,826 
Derivative financial instruments 2024 1,148 8,448 9,596 
Short-term investment
 2024 46,097 —  46,097 
Liabilities        
Derivative financial instruments 2025 (194) (5,200) (5,394)
Derivative financial instruments 2024 (2) (5,777) (5,779)


The following table presents the Group’s short term investment that are measured at fair value at December 31, 2025 and 2024:

2025 2024
Corporate bonds
 43,564  — 
Government securities 32,995 46,097
Mutual funds
13,267  — 
Short-term investment
 89,826  46,097 
 
There were no transfers within level 1 and 2 during the years ended December 31, 2025 and 2024.
 
When no quoted prices in an active market are available, fair values (particularly with derivatives) are based on recognized valuatiogn methods. The Group uses a range of valuation models for this purpose, details of which may be obtained from the following table:

Class Pricing Method Parameters Pricing Model Level
2025
2024
Futures Quoted price — — 1 1,417 852
Options/OTC Quoted price — — 1 (368) 160
NDF Quoted price Foreign-exchange curve Present value method 1 —  134 
Interest-rate swaps Theoretical price Money market interest-rate curve Present value method 2 (3,312) 2,671 
Public securities Quoted price — — 1 89,826  46,097 














F- 54

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

18.    Trade and other receivables, net


  2025 2024
Non-current    
Advances to suppliers 37,183  3,316 
Income tax credits 8,516  4,639 
Non-income tax credits (i) 33,645  26,240 
Judicial deposits 2,070  1,816 
Other receivables 1,475  2,499 
Non-current portion 82,889  38,510 
Current    
Trade receivables 191,635  87,645 
Less: Allowance for trade receivables (4,782) (1,114)
Trade receivables – net 186,853  86,531 
Prepaid expenses 21,014  18,038 
Advances to suppliers 43,994  35,996 
Income tax credits 11,847  5,680 
Non-income tax credits (i) 66,961  53,522 
Receivable from disposal of subsidiary —  2,900 
Receivables from related parties (Note 31)
 16,359  — 
Other receivables 17,322  10,689 
Subtotal 177,497  126,825 
Current portion 364,350  213,356 
Total trade and other receivables, net 447,239  251,866 
 
(i) Includes US$326 (2024: US$307) reclassified from property, plant and equipment. It also includes US$18 million corresponding to tax credits resulting from a judicial decision regarding the exclusion of ICMS from the calculation base for PIS and COFINS.
 
The fair values of current trade and other receivables approximate their respective carrying amounts due to their short-term nature. The fair values of non-current trade and other receivables approximate their carrying amount, as the impact of discounting is not significant.

The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies (expressed in U.S. Dollars):
  2025 2024
Currency    
U.S. Dollar 216,969  84,477 
Argentine Peso 110,097  70,837 
Uruguayan Peso 2,289  2,478 
Brazilian Reais 117,884  94,074 
  447,239  251,866 
 
As of December 31, 2025 trade receivables of US$36,576 (2024: US$29,123) were past due but not impaired. The aging analysis of these receivables indicates that US$3,985 and US$289 are over 6 months in December 31, 2025 and 2024, respectively.
 
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables.


F- 55

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

18.    Trade and other receivables, net (continued)

Delinquency in payments is an indicator that a receivable may be impaired. However, management considers all available evidence in determining when a receivable is impaired. Generally, trade receivables, which are more than 180 days past due are fully provided for. However, certain receivables 180+ days overdue are not provided for based on a case-by-case analysis of credit quality analysis. Furthermore, receivables, which are not 180+ days overdue, may be provided for if specific analysis indicates a potential impairment.
 
Movements on the Group’s allowance for trade receivables are as follows:
  2025 2024 2023
At January 1 1,114  2,888  4,266 
Charge of the year 4,724  391  1,874 
Unused amounts reversed (863) (892) (1,371)
Used during the year (24) (1,129) (173)
Exchange differences (169) (144) (1,708)
At December 31 4,782  1,114  2,888 
 
The creation and release of allowance for trade receivables have been included in “Selling expenses” in the statement of income. Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash.
 
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above.
     
As of December 31, 2025, approximately 53% (2024: 64%) of the outstanding unimpaired trade receivables (neither past due not impaired) relate to sales to 25 well-known multinational companies with good credit quality standing, including but not limited to Camara de comercializacion de energia electrica, Sucres et Denrées S.A., Lartirigoyen y Cía S.A., Asociación de cooperativas, YPF S.A., Bunge Argentina S.A., First SA among others. Most of these entities or their parent companies are externally credit-rated. The Group reviews these external ratings from credit agencies.
 
The remaining percentage as of December 31, 2025 and 2024 of the outstanding unimpaired trade receivables (neither past due nor impaired) relate to sales to a dispersed large quantity of customers for which external credit ratings may not be available. However, the total base of customers without an external credit rating is relatively stable.
 
New customers with less than six months of history with the Group are closely monitored. The Group has not experienced credit problems with these new customers to date. The majority of the customers for which an external credit rating is not available are existing customers with more than six months of history with the Group and with no defaults in the past. A minor percentage of customers may have experienced some non-significant defaults in the past but fully recovered.
 
19.    Inventories
  2025 2024
Raw materials 136,026  101,510 
Finished goods (Note 5) 170,245  188,154 
  306,271  289,664 
 
20.    Cash and cash equivalents
  2025 2024
Cash at bank and on hand 202,506  137,294 
Short-term bank deposits 180,644  73,950 
  383,150  211,244 


F- 56

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



 
21.    Acquisitions and disposals
 
Acquisitions

Acquisition of Profertil S.A.

On December 10, 2025, the Group acquired from Nutrien Ltd. (“Nutrien”) its 50% interest in Profertil S.A. (“Profertil”). The acquisition was executed through a holding subsidiary formed together with a third-party, Asociación de Cooperativas Argentinas (“ACA”), with an 80%-20% ownership structure, respectively. The remaining 50% in Profertil was held by YPF S.A. (“YPF”). The total consideration for the transaction was US$596.3 million which were paid in cash by us and ACA on a proportionate basis. The Company incurred $3.2 million in transaction-related costs. The acquisition was accounted for under the equity method in accordance with IAS 28. Transaction costs were considered part of the cost of the investment at acquisition date.

On December 18, 2025, the Group acquired from YPF the remaining 50% interest it held in Profertil for a total consideration of US$596.3 million. The acquisition was carried out without the participation of ACA. As of December 31, 2025, US$200.0 million were paid. During January and February 2026, the Company paid additional US$350.0 million. The balance will be paid before June 30, 2026.

The acquisition of the initial 50% in Profertil and the subsequent acquisition of the remaining 50% collectively herein is referred as the “Acquisition”. Therefore, after completion of these two transactions, the Group hold a 90% interest in Profertil while ACA retains the remaining non-controlling interest of 10%.

The Acquisition is part of the Group’s strategy to expand its agro-industrial platform and further diversify our revenue base. The Group believes that Profertil is one of the most cost-efficient producers of urea and ammonia globally, with access to competitively priced natural gas and located in a net importing region.

As per the agreement, the Group filed all required documentation with the Argentine Antitrust Authority to seek and obtain antitrust approval. As of the date of these financial statements, antitrust procedures are still ongoing and the Group does not have any certainty when they will be approved. There can be no assurance on the terms in which the Acquisition will be approved by the Antitrust Authority.

The Group has accounted for the Acquisition under the purchase method of accounting in accordance with IFRS 3. Accordingly, the Group has made a preliminary allocation of the estimated purchase price to the assets acquired and liabilities assumed based on their fair values at acquisition date. Goodwill is measured as the excess of the aggregate of consideration transferred, non controlling interest and fair value of previously held interest over the net identifiable assets acquired and liabilities assumed measured at fair value.
Management made significant assumptions and estimates in determining the preliminary fair values of the assets acquired and liabilities assumed in connection with the business combination. The initial accounting for this acquisition is provisional, as certain valuations and other analysis have not yet been finalized. Accordingly, the amounts recognized in these financial statements are subject to adjustments during the measurement period as additional information becomes available regarding facts and circumstances that existed at the acquisition date. Areas subject to refinement include: (1) the fair values of property, plant and equipment; (2) the valuations of off-market components of certain contracts; (3) the recognition and measurement of contingencies and liabilities for unrecognized tax benefits; and (4) other assets and liabilities.

Any measurement- period adjustments will be recognized retrospectively, which may result in a material change to the carrying amounts of assets acquired, liabilities assumed, and the resulting goodwill. We expect to finalize the purchase price allocation by June 30, 2026.

The following table summarizes the fair value of purchase consideration, fair value of the previously held interest in Profertil and non controlling interest in Profertil:



F- 57

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

21.    Acquisitions and disposals (continued)


Purchase consideration:
Amount paid in cash
 200,000 
Amounts to be paid in installments
 396,282 
Total purchase consideration
 596,282 
Fair value of previously held interest in Profertil before the business combination 476,847 
Non-controlling interest
95,829 
Total
 1,168,958 

The following table reflects the fair value of the net assets acquired:

Cash and cash equivalents
 1,007 
Trade and other receivables
 159,010 
Short-term investments
 38,688 
Inventories
 50,286 
Right of use assets
 9,221 
Property, plant and equipment (*)
 1,303,071 
Intangible assets
 10,419 
Total Assets
 1,571,702 
Trade and other payables
 (63,304)
Payroll and other liabilities
 (7,039)
Borrowings
 (80,151)
Lease liabilities
 (9,904)
Deferred income tax liabilities
 (386,344)
Current income tax liabilities
 (41,462)
Provision for other liabilities
 (22,744)
Total Liabilities
 (610,948)
Net identifiable Assets Acquired
 960,754 
Add: goodwill
 208,204 
Net assets acquired
 1,168,958 
(*) Includes US$1,107 million related to the fertilizer plant complex of Bahia Blanca (Fertilizer Complex).

The Group used a depreciated replacement cost approach to measure the fair value of property, plant and equipment, including the fertilizer plant complex. Under the cost approach, the value is based on the cost of a market participant to reconstruct a substitute asset of comparable utility, adjusted for any obsolescence. The key judgment and assumptions used include the current replacement cost and physical deterioration factors, including economic useful life and effective age. As a corroborative procedure, an income approach was also performed to assess the reasonableness of the results obtained under the cost approach. Determining the fair value of property, plant and equipment requires significant management judgment and involves the use of significant estimates and assumptions. The valuation was performed with the assistance of an independent valuation specialist.

The fair value of inventory was determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and an appropriate profit margin based on the effort required to complete and sell the inventories.

The fair value of long-term debt was estimated using a discounted cash flow analysis based on current market interest rates for debt instruments with similar terms, maturity and credit risk.


F- 58

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

21.    Acquisitions and disposals (continued)


Management has conducted a preliminary assessment of provisions arising from the business operations of Profertil, including but not limited to site restoration provisions and has recognized a provisional amount. The management will continue to review these matters during the measurement period. If new information obtained during the measurement period about facts and circumstances that existed at the date of acquisition identifies adjustments to the provisional amounts, or any additional provisions that existed at the date of acquisition, then the accounting for the acquisition will be revised.

All other net tangible assets were valued at their respective carrying amounts, as management believes that these amounts approximate their current fair values.

IFRS 3 requires the remeasurement of the previously held 50% equity interest (PHEI) (acquired on December 10, 2025), in Profertil, at the acquisition-date fair value (December 18, 2025). Management believes that the acquisition-date fair value of the PHEI is best evidenced by the arm's-length all-cash price paid on December 18, 2025, for the remaining 50%, corroborated by an identical arm's-length price paid eight days earlier for the initial 50%. After evaluating the control premium, differences in rights/terms, separate transactions, intervening events, and linked-transaction indicators, the management concluded that no adjustment was necessary to use US$596 million as the acquisition-date fair value of the PHEI.

The non-controlling interest was measured at its proportionate value the NCI’s proportionate share of the acquiree’s identifiable net assets.

A decrease in the fair value of assets acquired, or an increase in the fair value of liabilities assumed, compared to the preliminary valuations would result in a corresponding increase in the amount of goodwill. Conversely, an increase in the fair value of identifiable assets acquired would reduce goodwill. To the extent that adjustments relate to depreciable or amortizable assets, such changes would also affect future depreciation or amortization expense.

Goodwill is primarily attributable to expected synergies from expanding our agro-industrial platform and further diversify our revenue base. The goodwill is not deductible for tax purposes.

Since the Acquisition was closed on December 18, 2025, the consolidated income statement reflects only a 13 day period of operations of the acquired business. The Group reports the results of operations of the acquired business in a new business segment named “Fertilizers”. See Note 3 - “Segment information” for details.

The following table summarizes the revenue and net income (including purchase accounting depreciation) contributed by the acquired business and included in the consolidated statements of income for the year ended December 31, 2025 since December 18, 2025, the date of acquisition:
Period from the date of acquisition to December 31 2025
Revenue
 31,147 
Net income
 3,523 

If the acquisition had occurred on January 1, 2025 consolidated unaudited pro-forma revenues and profit for the year, for the year ended 31 December 2025 would have been US$1,998 million and US$61 million, respectively.


Disposals

2025 Disposals Activity

The Group did not complete any disposals during the years ended December 31, 2025.

2024 Disposals Activity



F- 59

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

21.    Acquisitions and disposals (continued)

In April 2024, the Company sold “La Pecuaria” farm, a 3,177 hectares farm located in Uruguay for an aggregate amount of US$ 20.7 million, collected in full at closing. This transaction resulted in a pre-tax gain of US$ 6.1 million included in the line item “Other operating income” in the statement of income for year ended December 31, 2024. Also, an amount of US$ 6.9 million was reclassified to retained earnings out of the revaluation surplus reserve.

2023 Disposals Activity

In September 2023, the Company sold “El Meridiano” farm, a 6,302 hectares farm located in the Province of Buenos Aires, Argentina for an aggregate amount of US$ 48 million, collected in full. This transaction resulted in a pre-tax gain of US$6.3 million included in the line item “Other operating income / (expense), net”. Also, an amount of US$ 13.1 million was reclassified to retained earnings out of the revaluation surplus reserve.


22.    Shareholders' contributions

The share capital of the Group is represented by common shares with a nominal value of US$1.5 per share and one vote each.
  Number of shares Share capital and
share premium
At January 1, 2023 111,382  960,242 
Employee share options exercised (Note 23) (1) —  236 
Restricted shares granted and units vested (Note 23) —  7,528 
Purchase of own shares —  (22,123)
Dividends paid to shareholders —  (35,000)
At December 31, 2023 111,382  910,883 
Employee share options exercised (Note 23) (1) —  115 
Restricted shares granted and units vested (Note 23) —  7,540 
Purchase of own shares —  (57,066)
Dividends paid to shareholders —  (35,000)
At December 31, 2024 111,382  826,472 
Reduction of issued share capital of the company (6,000) (9,000)
Issue of shares in December, 2025
 42,490  303,687 
Employee share options exercised (Note 23) (1) —  52 
Restricted shares granted (Note 23) —  20,311 
Purchase of own shares —  (8,623)
Dividends provided for and paid to mayor shareholders —  (35,000)
At December 31, 2025 147,872  1,097,899 
 
(1)Treasury shares were used to settle these options, units and grants.

Issued of capital

On December 11, 2025 the Company successfully completed a public offering of its shares in the New York Stock Exchange. The Company issued 41,379,311 shares, at a price of US$ 7.25 per share. In addition, on December 17, 2025, the Company issued 1,111,035 shares, at a price of US$ 7.25 per share, as a consequence of the over-allotment option exercised by the underwriters of the public offering, raising an overall amount of approximately US$ 308 million. The expenses related totaled US$ 4.37 million.

Our issued share capital amounts to $221,808,241.50, represented by 147,872,161 shares in issue (of which 5,295,375 are treasury shares) with a nominal value of $1.50 each.



F- 60

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

22.    Shareholders' contributions (continued)

Decision of the Extraordinary General Shareholders’ meeting

On June 6, 2025 the extraordinary general meeting of the shareholders of the Company resolved to reduce the issued share capital of the Company by an amount of $9,000,000 by the cancellation of 6,000,000 shares with a nominal value of $1.50 each held in treasury by the Company.

On October 29, 2025 the extraordinary general meeting of the shareholders of the Company resolved to amend, renew and increase the authorized share capital of the Company to USD 3,000,000,000, including the issued share capital, represented by 2,000,000,000 shares, each with a nominal value of USD 1.5.

Share Repurchase Program

On September 24, 2013, the Board of Directors of the Company has authorized a share repurchase program for up to 5% of its outstanding shares. The repurchase program has commenced on September 24, 2013 and is reviewed by the Board of Directors after each 12-month period. On December 11, 2024, the Board of Directors approved the renewal of the program, and also its extension for an additional twelve-month period, ending December 31, 2025.

Repurchases of shares under the program are made from time to time in open market transactions in compliance with the trading conditions of Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, and applicable rules and regulations. The share repurchase program does not require Adecoagro to acquire any specific number or amount of shares and may be modified, suspended, reinstated or terminated at any time in the Company’s discretion and without prior notice.

As of December 31, 2025, the Company repurchased 32,299,783 shares under this program, of which 10,142,208 have been applied to some exercise of the Company’s stock option plan, restricted stock units plan and the grant of restricted shares. In 2025, 2024 and 2023 the Company repurchased shares for an amount of US$10.2 million; US$66.9 million and US$26.2 million respectively.

Dividend distribution

On June 17, 2025, the general meeting of the shareholders of the Company resolved the payment of an annual dividend of $35 million to be paid to outstanding shares in two installments. The first payment of the year 2025, of US$17.5 million (0.1750 per share) was made on May 16, 2025 and the second installment was made in November 19, 2025 (0.1749 per share).

On April 17, 2024 the general meeting of the shareholders of the Company resolved the payment of an annual dividend of $35 million to be paid to outstanding shares in two installments. The first payment of the year 2024, of US$17.5 million (0.1682 per share) was made on May 29, 2024 and the second installment was made in November 27, 2024 (0.1740 per share).

On April 19, 2023 the general meeting of the shareholders of the Company resolved the payment of an annual dividend of $35 million to be paid to outstanding shares in two installments. The first payment of the year 2023, of US$ 17.5 million (0.1626 per share) was made on May 24, 2023 and the second installment was made in November 24, 2023 (0.1649 per share).




F- 61

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



23.    Equity-settled share-based payments

The Group has set a “2004 Incentive Option Plan” (collectively referred to as “Option Schemes”) under which the Group granted equity-settled options to senior managers and selected employees of the Group's subsidiaries with a term of ten years. Additionally, in 2010 the Group has set a “Adecoagro Restricted Share and Restricted Stock Unit Plan” (referred to as “Restricted Share Plan”) under which the Group grants restricted stock units and restricted shares to senior and medium management and key employees of the Group’s subsidiaries.
 
(a)Option Schemes

The fair value of the options under the Option Schemes was measured at the date of grant using the Black-Scholes valuation technique.
 
As of the date of these financial statements all options has already been vested and expensed.
 
The Adecoagro/ IFH 2004 Stock Incentive Option Plan was effectively established in 2004 and is administered by the Compensation Committee of the Company. Options are exercisable over a ten-year period. The 2004 Plan was amended to extend the term to the 20th anniversary of its adoption.
 
Movements in the number of equity-settled options outstanding and their related weighted average exercise prices under the Adecoagro/ IFH 2004 Stock Incentive Option Plan are as follows:

2025 2024 2023
  Average
exercise
price per
share		 Options
(thousands)		 Average
exercise
price per 
Share		 Options
(thousands)		 Average
exercise
price per 
Share		 Options
(thousands)
At January 1 6.66  1,270  6.66  1,284  6.66  1,321 
Forfeited 5.83  (7) —  —  —  — 
Exercised 8.62  (5) 6.83  (14) 5.83  (37)
At December 31 6.64  1,258  6.66  1,270  6.66  1,284 
 
Options outstanding at year end under this Plan have the following expiry date and exercise prices:

  Exercise
price per share		 Shares (in thousands)
Expiry date (i): 2025 2024 2023
May 1, 2034 5.83  400  400  400 
May 1, 2035 5.83  358  358  363 
January 1, 2036 5.83  90  90  94 
February 16, 2036 7.11  84  84  84 
October 1, 2036 8.62  326  338  343 
 
(i) On August 2023, the Board of Directors decided to extend the expired date of the Plan.
 
(b)Restricted Share Plan

The Restricted Share and Restricted Stock Unit Plan was effectively established in 2010 and amended in November 2011. It is administered by the Compensation Committee of the Company. Restricted shares or units under these Plan vest over a 3-year period from the date of grant at 33% on each anniversary of the grant date. Participants are entitled to receive one common share of the Company for each restricted share or restricted unit granted. There are no performance requirements for the delivery of common shares, except that a participant’s employment with the Group must not have been terminated prior to


F- 62

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

23.    Equity-settled unit-based payments (continued)
the relevant vesting date. If the participant ceases to be an employee for any reason, any unvested restricted share or unit shall not be converted into common shares. The maximum number of common shares with respect to which awards may be made under the Plan is 10,315,708, of which 9,728,905 have already been vested. The maximum numbers of common shares are revised annually.
 
On April 1, 2025, and as a consequence of the Possible acquisition as of that date, from Tether Investment S.A. de C.V. of the controlling interest of the Company, the Board of Directors of the Company decided, as specified in the plan for a circumstance like this, an acceleration of the vesting of all granted restricted shares. At December 31, 2025, the Group recognized compensation expense US$14.9 million related to the restricted stock units granted under the Restricted Share Plan (2024: US$6.8 million and 2023: US$8.6 million).

The restricted shares under the Restricted Share Plan were measured at fair value at the date of grant.
 
Key grant-date fair value and other assumptions under the Restricted Share Plan are detailed below:

Grant Date Mar 17, 2023 April 20, 2023 Mar 15, 2024 April 19, 2024 March 20, 2025 April 19, 2025
Fair value 7.44  8.12  10.07  10.90  10.79  10.70 
 
Movements in the number of restricted shares outstanding under the Restricted Share Plan are as follows: 

  Restricted shares (thousand)
  2025 2024 2023
At January 1 1,400  1,789  2,301 
Granted (1) 1,087  604  549 
Forfeited (2) (22) (26)
Vested (2,403) (971) (1,035)
At December 31 82  1,400  1,789 
 
(1) Approved by the Board of Directors of March 11, 2025 and the Shareholders Meeting of June 8, 2025.
 

24.    Legal and other reserves

According to the laws of certain of the countries in which the Group operates, a portion of the profit of the year (5%) is separated to constitute legal reserves until they reach legal capped amounts. These legal reserves are not available for dividend distribution and can only be released to absorb losses. The legal limit of these reserves has not been met.
 
Legal and other reserves amount to US$88,288 as of December 31, 2025 (2024: US$23,302) and are included within the balance of retained earnings in the statement of changes in shareholders’ equity.
 
The Company may make distributions in the form of dividends or otherwise to the extent that it has distributable retained earnings or available distributable reserves (including share premium) that result from the Stand Alone Financial Statements prepared in accordance with Luxembourg GAAP. No distributable retained earning result from the Stand Alone Financial Statements of the Company as of December 31, 2025, but the Company has distributable reserves in excess of US$914,789.





F- 63

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

24.    Legal and other reserves (continued)

In the other reserves line, it is included the benefit that the Company has regarding ICMS conceded by the government of the Estate of Mato Grosso do Sul. In accordance with the Complementary Law 160/17, grants related to ICMS, conceded by any Estate of Brazil, were considered as Investments Grants. This investment grants will not be computed to calculate income tax, since they were accounted as an Equity Reserve. This reserve cannot be distributed, unless income tax is paid on the reserve.

25.    Trade and other payables
  2025 2024
Non-current    
Trade payables —  384 
Other payables 700  383 
  700  767 
Current    
Trade payables 226,568  173,157 
Advances from customers 21,892  22,609 
Amounts due to related parties (Note 32) 705  — 
Taxes payable 14,467  9,499 
Dividends to be paid 499  703 
Payable from acquisition of subsidiary (Note 21) 405,999  — 
Other payables 3,030  939 
  673,160  206,907 
Total trade and other payables 673,860  207,674 

The fair values of current trade and other payables approximate their respective carrying amounts due to their short-term nature. The fair values of non-current trade and other payables approximate their carrying amounts, as the impact of discounting is not significant.

26.    Borrowings
  2025 2024
Non-current    
Senior Notes 759,981  414,638 
Bank borrowings 619,940  265,367 
  1,379,921  680,005 
Current    
Senior Notes 20,097  6,858 
Bank overdrafts 82  — 
Bank borrowings 192,909  92,693 
  213,088  99,551 
Total borrowings 1,593,009  779,556 
 
As of December 31, 2025, total bank borrowings include collateralized liabilities of US$274,087 (2024: US$3,842). These loans are mainly collateralized by sugarcane plantations, sugar export contracts and shares of certain subsidiaries of the Group.







F- 64

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

26.    Borrowings (continued)

Notes 2032

On July 29, 2025, the Company issued senior notes (the “Notes”) for US$ 500 million, at an annual nominal rate of 7.5%. The Notes will mature on July 29, 2032. Interest on the Notes are payable semi-annually in arrears on January 29 and July 29 of each year. The total proceeds net of expenses was US$ 496.8 million.

The Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of our current and future subsidiaries, currently: Adeco Agropecuaria S.A., L3N S.A., Pilagá S.A., Adecoagro Vale do Ivinhema S.A. and Adecoagro Uruguay S.A. are the only Subsidiary Guarantors.

Notes 2027

On September 21, 2017, the Company issued senior notes (the “Notes”) for a total amount of US$500 million, at an annual fixed rate of 6%. The Notes will mature on September 21, 2027. Interest on the Notes are payable semi-annually in arrears on March 21 and September 21 of each year. The total proceeds net of expenses was US$495.2 million.

The Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of our current and future subsidiaries. As of December 31, 2025, Adeco Agropecuaria S.A., Adecoagro Brasil Participações S.A., Adecoagro Vale do Ivinhema S.A., Pilagá S.A. and Usina Monte Alegre Ltda. are the only Subsidiary Guarantors.

The Notes 2027 and 2032 contain customary financial covenants and restrictions which require us to meet pre-defined financial ratios, among other restrictions. As of December 31, 2025 and 2024 the Group was in compliance with these financial covenants.

On July 22, 2024, the Company announced a cash tender offer for up to US$100.0 million of the Notes due 2027. As of the closing date of the Tender (August 19, 2024) US$84.36 million in aggregate principal amount of Notes had been validly tendered by Holders and fully cancelled. The total consideration, including the Early Tender Premium, was US$ 980 for each US$1,000 principal amount of Notes. In addition, on July 18, 2025, the Company announced a new cash tender offer for any and all of its outstanding Notes due 2027, for a consideration of US$1,000 for each US$1,000 principal amount of Notes. As of the closing date of the Tender, (July 24, 2025) US$150.9 million in aggregate principal amount of Notes had been validly tendered by Holders and fully cancelled on July 29, 2025. As of December 31, 2025, the outstanding nominal amount is US$264.7 million.

ON Class II 2027

On July 14, 2025, the Company subsidiary “Profertil S.A” issued its second series of Simple Negotiable Obligations (non-convertible into shares), Class 2, with a nominal value of US$ 54,325,110, at a fixed annual nominal interest rate of 7.25%, with a term of 2 years. These obligations will be amortized in a single payment at maturity, with semi-annual interest payments.

















F- 65

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

26.    Borrowings (continued)



Debt maturity breakdown

The maturity of the Group's borrowings and the Group's exposure to fixed and variable interest rates is as follows:
  2025 2024
Fixed rate:    
Less than 1 year 163,558  69,178 
Between 1 and 2 years 461,985  55,952 
Between 2 and 3 years 42,641  414,994 
Between 3 and 4 years 37,013  356 
Between 4 and 5 years 37,442  356 
More than 5 years 616,852  35,936 
  1,359,491  576,772 
Variable rate:    
Less than 1 year 49,530  30,373 
Between 1 and 2 years 83,053  83,142 
Between 2 and 3 years —  46,593 
Between 3 and 4 years —  2,932 
Between 4 and 5 years 12,069  441 
More than 5 years 88,866  39,303 
  233,518  202,784 
  1,593,009  779,556 
 
Borrowings incurred by the Group’s subsidiaries in Brazil are repayable at various dates between February 2026 and November 2040 and bear either fixed interest rates ranging from 3.10% to 12.65% per annum or variable rates based on base-rates plus spreads ranging from 8.22% to 11.35% per annum.
 
Borrowings incurred by the Group’s subsidiaries in Argentina are repayable at various dates between January 2026 and April 2027 and bear fixed interest rates up to 7.5% for those borrowings denominated in U.S. Dollar. and a fixed interest rates of nil in 2025 (2024: 43.0% to 45%) per annum for those borrowings denominated in Argentine pesos.

Brazilian Subsidiaries
 
The main loans of the Group’s Brazilian Subsidiaries are:
Bank Grant date
Nominal
amount
 Capital outstanding as of December 31 Maturity date Annual interest rate
2025 2024
(In millions) Millions of
Brazilian Real
Millions of
equivalent
Dollars
 Millions of
equivalent
Dollars
Certificados Recebíveis do Agronegócio (CRA) (2)
 December, 2019 R$ 400.0  R$ 400.0  72.7  64.6  November-27
3.80% + IPCA
Debênture (1) December, 2025 R$ 359.9  R$ 359.9  65.4  64.6  December-34
4.24% + IPCA
Certificados Recebíveis do Agronegócio (CRA) (2)
 July, 2024 R$ 400.0  R$ 400.0  72.7  64.6  Jul-31 / Jul-34
IPCA + 6.80% /12.65%
 
(1) Collateralized by long term power purchase agreement (PPA).  

(2) This debts were issued with no guarantee.


F- 66

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

26.    Borrowings (continued)


The Debenture contains certain customary financial covenants and restrictions which require the Brazilian subsidiaries to meet pre-defined financial ratios, among other restrictions, as well as restrictions on the payment of dividends. These financial ratios are measured considering the statutory financial statements of the Brazilian Subsidiaries.
 
As of December 31, 2025 and 2024 the Group was in compliance with all financial covenants.

Uruguayan Subsidiaries

The main loans of the Group’s Uruguayan Subsidiaries are:
Bank Grant date Nominal
amount		 Capital outstanding as of
December 31		 Maturity date Annual interest rate
2025 2024
(In millions)
Millions of Euros
 Millions of
equivalent
Dollars		 Millions of
equivalent
Dollars
Rabobank July, 2025 Eu 29.4 Eu 29.4 34.5 — July, 2027 4.07%

Holding Companies

The main loans of the Group’s Holding Companies are:
Bank Grant date Nominal
amount		 Capital outstanding as of
December 31		 Maturity date Annual interest rate
2025 2024
(In millions) (In millions) (In millions)
Rabobank (1)
 Dec-25 US$200.0 200.0 — November, 2032 6.95%

(1) Collateralized by shares of certain subsidiaries of the Group. 

The above mentioned loans contain certain customary financial covenants which require us to meet pre-defined financial ratios. These financial ratios are measured considering the statutory financial statements of the Argentinian Subsidiaries.
 
As of December 31, 2025 and 2024 the Group was in compliance with all financial covenants.

The carrying amount of short-term borrowings is approximate its fair value due to the short-term maturity. Long term borrowings subject to variable rate approximate their fair value. The fair value of long-term subject to fix rate do not significantly differs from their fair value. The fair value (level 2) of the notes 2027 and 2032 as of December 31, 2025 equals US$259.7 million (2024: US$403.6 million) and US$474.2 million, 98.09% (2024: 97.24%) and 94.83% of the nominal amount, respectively.
 
The breakdown of the Group’s borrowing by currency is included in Note 2 - Interest rate risk.














F- 67

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

26.    Borrowings (continued)



Evolution of the Group's borrowings as December 31, 2025 and 2024 is as follow:

  2025 2024
Amount at the beginning of the year 779,556  904,949 
Proceeds from long term borrowings 870,606  126,757 
Payments of long term borrowings (213,936) (105,749)
Proceeds from short term borrowings 279,900  169,901 
Payments of short term borrowings (256,340) (239,947)
Payments of interest (1)
 (53,172) (741)
Accrued interest 71,044  23,489 
Acquisition of subsidiaries (Note 21) 80,151  — 
Exchange differences, inflation and translation, net 29,424  (99,800)
Others 5,776  697 
Amount at the end of the year 1,593,009  779,556 
(1) Excludes payment of interest related to trade and other payables.


27.     Lease liabilities

2025 2024
Lease liabilities
Non-current 296,643  287,679 
Current 59,959  54,351 
356,602  342,030 

The maturity of the Group’s lease liabilities is as follows:
2025 2024
Less than 1 year 59,959  54,351 
Between 1 and 2 years 58,175  65,697 
Between 2 and 3 years 49,902  51,325 
Between 3 and 4 years 40,325  43,571 
Between 4 and 5 years 35,393  35,764 
More than 5 years 112,848  91,322 
356,602  342,030 













F- 68

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

27.    Lease liabilities (continued)

Changes in the Group’s lease liabilities, net in 2024 and 2025 were as follows:
Agricultural "partnerships" Others Total
Amount at the beginning of the year 2024
 357,159 21,351 378,510 
Exchange differences (87,462) (1,464) (88,926)
Additions and re-measurement 107,050 10,936 117,986 
Payments (86,276) (12,202) (98,478)
Finance cost related to lease liabilities 30,137 2,801 32,938 
Closing net book amount 320,608  21,422  342,030 
Amount at the beginning of the year 2025
 320,608 21,422 342,030 
Exchange differences 33,246  3,733 36,979 
Acquisition of subsidiaries (Note 21)
 — 9,904 9,904 
Additions and re-measurement 27,715 10,556 38,271 
Payments (94,561) (14,571) (109,132)
Finance cost related to lease liabilities 34,511 4,039 38,550 
Closing net book amount 321,519  35,083  356,602 


28.    Payroll and social security liabilities
  2025 2024
Non-current    
Social security payable 567  1,454 
  567  1,454 
Current    
Salaries payable 8,353  4,077 
Social security payable 8,060  4,821 
Provision for vacations 15,707  13,314 
Provision for bonuses 6,662  10,523 
  38,782  32,735 
Total payroll and social security liabilities 39,349  34,189 


29.    Provisions for other liabilities

The Group is subject to several laws, regulations and business practices of the countries where it operates. In the ordinary course of business, the Group is subject to certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving tax, labor and social security, administrative and civil and other matters. The Group accrues liabilities when it is probable that future costs will be incurred and it can reasonably estimate them. The Group bases its accruals on up-to-date developments, estimates of the outcomes of the matters and legal counsel experience in contesting, litigating and settling matters. As the scope of the liabilities becomes better defined or more information is available, the Group may be required to change its estimates of future costs, which could have a material effect on its results of operations and financial condition or liquidity.




F- 69

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

29.    Provisions for other liabilities (continued)

The table below shows the movements in the Group's provisions for other liabilities categorized by type of provision:
  Labor, legal and
other claims		 Others Total
At January 1, 2024 3,567  32  3,599 
Additions 1,327  674  2,001 
Used during year (1,945) (34) (1,979)
Exchange differences 124  7  131 
At December 31, 2024 3,073  679  3,752 
Additions 4,046  645  4,691 
Acquisition of subsidiaries (Note 21)
 22,744  —  22,744 
Used during year (1,721) (388) (2,109)
Exchange differences (1,043) (297) (1,340)
At December 31, 2025 27,099  639  27,738 
 
Analysis of total provisions:
  2025 2024
Non current 22,269  2,244 
Current 5,469  1,508 
  27,738  3,752 

The Group is engaged in several legal proceedings, including tax, labor, civil, administrative and other proceedings in Brazil, which qualified as contingent liabilities for an aggregate claimed nominal amount of US$98.9 million and US$83.8 million as of December 31, 2025 and 2024, respectively. These amounts include US$95.9 million and US$64.0 million as of December 31, 2025 and 2024, respectively, that refers to a claim of the tax authorities in Brazil of the exclusion of the calculation base of Income Tax of the accelerated depreciation of rural activity as provided for in article 6 of Provisional Measure 2,159-70 / 01 and in Article 325 of the Income Tax Regulation / 18.

F- 70
Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)



30.    Group companies

The following table details the subsidiaries that comprised the Group as of December 31, 2025 and 2024:

      2025 2024
  Activities Country of
incorporation
and operation
Ownership
percentage
held if not 100 %
Ownership
percentage
held if not 100 %
Details of principal subsidiary undertakings:        
Operating companies (unless otherwise stated):        
Adeco Agropecuaria S.A. (a) Argentina —  — 
Pilagá S.A. (a) Argentina 99.98  % 99.98  %
Cavok S.A. (a) Argentina 51  % 51  %
Establecimientos El Orden S.A. (a) Argentina 51  % 51  %
Bañado del Salado S.A. (a) Argentina —  — 
Agro Invest S.A. (a) Argentina 51  % 51  %
Forsalta S.A. (a) Argentina 51  % 51  %
Dinaluca S.A. (a) Argentina —  — 
Compañía Agroforestal S.M.S.A. (a) Argentina —  — 
Energía Agro S.A.U. (a) Argentina —  — 
L3N S.A. (d) Argentina —  — 
Molinos Libres S.A.U. (a) Argentina —  — 
Profertil S.A.
(e)
 Argentina 90  % — 
Adeco Agropecuaria Brasil Ltda. (b) Brazil —  — 
Adecoagro Vale do Ivinhema S.A. ("AVI") (b) Brazil —  — 
Usina Monte Alegre Ltda. ("UMA") (b) Brazil —  — 
Adecoagro Biogas LTDA. (ex Adecoagro GD LTDA.) (b) Brazil —  — 
Monte Alegre Combustiveis Ltda. (b) Brazil —  — 
Adecoagro Energia Ltda. (b) Brazil —  — 
Adecoagro Agricultura e Participação Ltda. (b) Brazil —  — 
Methanum Engenharia Ambiental Ltda. (b) Brazil 85  % 85  %
Angelica Energia Ltda. (b) Brazil —  — 
Ivinhema Energia Ltda. (b) Brazil —  — 
Kelizer S.A. (a) Uruguay —  — 
Adecoagro Uruguay S.A. (a) Uruguay —  — 
Arroz del Plata S.A. (a) Uruguay —  — 
Paso Dragón S.A. (a) Uruguay —  — 
Adecoagro Chile S.P.A (a) Chile —  — 
Holdings companies:      
Adecoagro Brasil Participações S.A. — Brazil —  — 
Adecoagro LP S.C.S. — Luxembourg —  — 
Adecoagro GP S.a.r.l. — Luxembourg —  — 
Agro inversora S.A.
 — Argentina —  — 
Avaldi S.A.
 — Argentina 80  % — 
Spain Holding Companies (c) Spain —  — 
(a) Mainly crops, rice, cattle and others.
(b) Mainly sugarcane, ethanol and energy.
(c) Comprised by (1) wholly owned subsidiaries: Kadesh Hispania S.L.U.; Leterton España S.L.U.; Global Asterion S.L.U.; Global Acasto S.L.U.; Global Laertes S.L.U.; Global Pindaro S.L.U.; Global Pileo S.L.U.; Peak Texas S.L.U.; Global Neimoidia S.L.U. and 51% controlled subsidiaries; Global Acamante S.L.U.; Global Carelio S.L.U.; Global Calidon S.L.U.; Global Mirabilis S.L.U. Global Anceo S.L.U.Global Hisingen S.L.U.
(d) Mainly dairy.
(e) Mainly fertilizers.

F- 71
Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

30.    Group companies (continued)

The percentage voting right for each principal subsidiary is the same as the percentage of capital stock held. Issued share capital represents only common shares/ quotas, units or their equivalent. There are no preference shares or units issued in any subsidiary undertaking.
 
According to the laws of certain of the countries in which the Group operates, 5% of the profit of the year is separated to constitute legal reserves until they reach legal capped amounts (20% of total capital). These legal reserves are not available for dividend distribution and can only be released to absorb losses.
 
31.    Related-party transactions
 
The following is a summary of the balances and transactions with related parties:
Related party Relationship Description of transaction Loss included in the
statement of income		 Balance receivable
(payable)/(equity)
2025 2024 2023 2025 2024
Directors and senior management Employment Compensation selected employees (485) (7,515) (8,218) (11,457) (17,409)
Consultant Payables (316) —  —  —  — 
Employment Receivables 374  —  —  16,359  — 
Rio Porá S.A. Affiliate
Leases / payables
 (175) —  —  (1,602) — 

32.    Material accounting estimates and judgments
 
Critical accounting policies are those that are most important to the portrayal of the Group’s financial condition, results of operations and cash flows, and require management to make difficult, subjective or complex judgments and estimates about matters that are inherently uncertain. Management bases its estimates on historical experience and other assumptions that it believes are reasonable. The Group’s critical accounting policies are discussed below.

Actual results could differ from estimates used in employing the critical accounting policies and these could have a material impact on the Group’s results of operations. The Group also has other policies that are considered key accounting policies, such as the policy for revenue recognition. However, these other policies, which are discussed in the notes to the Group’s financial statements, do not meet the definition of critical accounting estimates, because they do not generally require estimates to be made or judgments that are difficult or subjective.

(a) Impairment of non-financial assets
 
At the date of each statement of financial position, the Group reviews the carrying amounts of its property, plant and equipment and finite lived intangible assets to determine whether there is any indication that those assets could have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment loss. Where the asset does not generate cash flows that are independently from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. The Group’s property, plant and equipment items generally do not generate independent cash flows.

Impairment of Net Assets as of December 31, 2025

As of December 31, 2025, the Group assessed whether there was any indication that assets or cash-generating units may be impaired in accordance with IAS 36. Management noted that the carrying amount of the Group's consolidated net assets of US$ 1,792 million exceeded the Group's market capitalization of US$ 1,130 million as of that date. Accordingly, management considered this circumstance as an external indicator under IAS 36 and performed an assessment of recoverability.

In performing this assessment, management considered all relevant facts and circumstances, including the Group's historical trading pattern, operating performance, forecast cash-generating capacity, and changes in ownership and market trading dynamics during 2025. The Group's share price has traded below book value per share for an extended period of several
F- 72
Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

32.    Material accounting estimates and judgments (continued)

years, and management has historically performed value in use analyses that demonstrated recoverable amounts in excess of carrying amounts. As of December 31, 2025, management did not identify new adverse operational, economic, or market-specific developments beyond the continuing market discount that would indicate a deterioration in the recoverability of the Group's assets.

Management also considered that, following the 2025 change in control transaction, the Group’s ownership became more concentrated Management further considered that the control transaction price exceeded the prevailing quoted share price, which provided additional contextual evidence that the quoted minority share price may not fully reflect the intrinsic value of the Group.

In addition, on December 18, 2025, the Group acquired Profertil S.A. Management considered the expected contribution of the acquired net assets and projected cash flows of Profertil S.A. in its assessment. Based on management's current forecasts, the incorporation of Profertil S.A. is expected to increase the Group’s future cash flows and expand the asset base supporting the Group’s value in use compared with the prior year assessment. Accordingly, the acquisition was considered a positive factor in evaluating whether the recoverable amount of the relevant cash-generating units remained in excess of carrying value.

Management concluded that the conditions for applying IAS 36 paragraph 99 were met. Specifically, management determined that: (i) the assets and liabilities comprising the relevant cash-generating units had not changed in a manner that would invalidate reliance on the most recent detailed recoverable amount calculation, other than the addition of Profertil S.A., which was assessed as supportive of recoverability; (ii) the most recent detailed calculation resulted in recoverable amount exceeding carrying amount by a substantial margin; and (iii) based on the analysis of events and circumstances arising since that calculation, the likelihood that the current recoverable amount would be lower than the current carrying amount was remote. Accordingly, management used the most recent detailed value in use calculation as the basis for a roll-forward assessment rather than preparing a full new value in use model as of December 31, 2025.

The roll-forward assessment considered the continued reasonableness of the key assumptions used in the most recent detailed value in use analysis, including the discount rate, long-term growth assumptions, forecast horizon, commodity price assumptions, expected volumes and margins, capital expenditure requirements, and foreign exchange and inflation assumptions. Based on this assessment, management determined that there were no material adverse changes in those assumptions that would reasonably eliminate the previously identified headroom. Management also considered sensitivities in the principal assumptions and concluded that reasonably possible changes, taken individually, would not reduce recoverable amount below carrying amount based on the information available at the reporting date.

Based on the above, management concluded that no impairment charge was required as of December 31, 2025. Management believes that the estimates and assumptions used in its assessment were reasonable and consistent with the information available at the reporting date. However, if future results differ materially from those estimates and assumptions, including as a result of significant increases in discount rates, materially lower operating yields, adverse commodity price movements, climate-related events, crop disease, or significant cost increases, the Group could be required to recognize impairment losses in future periods, which could materially affect its financial position, results of operations, and cash flows.

Key assumptions and sensitivity

Key inputs used in the roll-forward assessment include: discount rate 9.5%, long-term growth rate 2.2%, forecast period of 1 years, and projected operating assumptions based on approved budgets and strategic forecasts.











F- 73

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

32.    Material accounting estimates and judgments (continued)

The following specific assumptions were considered in the roll-forward assessment:
Key input / driver
Concept
 December 31, 2025 December 31, 2024
Commodity / price deck Corn average price at harvest ($/ton) - ARG 182 204
Soybean average price ($/ton) 335 300
International milk powder price ($/ton) 3700 3803
Domestic white rice price ($/ton) 587 777
Rice export price ($/ton - FOB) 488 636
Sugar #11 price (cents/lb) 14 18.7
Ethanol net price (USD/m3) 522 485.8
Energy price (USD/MWH) 40 37.5
Volumes / yields / margins Soybean yield (tons/hect) 2.7 2.5
Corn yield (tons/hect) 6.7 6.4
Peanut yield (tons/hect) 3.5 3.4
Cow productivity (lt/head/day) 38 37.8
Rice yield (tons/hect) 7.6 6.7
sugarcane Yield, Ton/ha 74.6 78.5
Capex & maintenance Maint capex (161.5) (143.9)
FX / inflation (incl. IAS 29 impacts, if applicable) 22%/22% 22%/22%

A sensitivity analysis over these assumptions was considered as part of management's assessment. While no impairment was identified as of December 31, 2025, changes in any of these assumptions, particularly increases in the discount rate or reductions in projected margins and cash flows, could reduce available headroom in future periods.

Goodwill

In the case of goodwill, any goodwill acquired is allocated to the cash-generating unit (‘CGU’) expected to benefit from the business combination. CGU to which goodwill is allocated is tested for impairment annually (every September), or more frequently if events or changes in circumstances indicate that the carrying amount of the CGU may be impaired. The carrying amount of the CGU is compared to its recoverable amount, which is the higher of fair value less costs to sell and the value in use. An impairment loss is recognized for the amount by which the carrying amount exceeds its recoverable amount. The impairment review requires management to undertake certain significant judgments, including estimating the recoverable value of the CGU to which goodwill is allocated, based on either fair value less costs-to-sell or the value-in-use, as appropriate, in order to reach a conclusion on whether it deems the goodwill is impaired or not.

For purposes of the impairment testing, each CGU represents the smallest identifiable group of assets that generate cash inflows that are largely independent of the cash inflows from other assets or group of assets.

Each farmland in Argentina and Uruguay represents one CGU. For its properties in Brazil, management identified a farmland together with its related mill as separate CGUs. Most of the farmlands in Argentina and Uruguay are treated as single CGUs.

    Based on these criteria, management identified a total amount of 29 CGUs as of September 30, 2025 and 30 CGUs as of September 30, 2024.

As of September 30, 2025 and 2024, due to the fact that there were no impairment indicators, the Group only tested those CGUs with allocated goodwill in Argentina and Brazil.



F- 74

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

32.    Material accounting estimates and judgments (continued)

    CGUs tested based on a fair-value-less-costs-to-sell model at September 30, 2025 and 2024:     

    As of September 30, 2025, the Group identified 6 CGUs in Argentina (2024: 6 CGUs) to be tested based on this model (all CGUs with allocated goodwill). Estimating the fair value less costs-to-sell is based on the best information available, and refers to the amount at which the CGU could be bought or sold in a current transaction between willing parties. Management may be assisted by the work of external advisors. When using this model, the Group applies the “sales comparison approach” as its method of valuing most properties, which relies on results of sales of similar agricultural properties to estimate the value of the CGU. This approach is based on the theory that the fair value of a property is directly related to the selling prices of similar properties.

Fair values are determined by extensive analysis which includes current and potential soil productivity of the land (the ability to produce crops and maintain livestock) projected margins derived from soil use, rental value obtained for soil use, if applicable, and other factors such as climate and location. Farmland ratings are established by considering such factors as soil texture and quality, yields, topography, drainage and rain levels. Farmland may contain farm outbuildings. A farm outbuilding is any improvement or structure that is used for farming operations. Outbuildings are valued based on their size, age and design.

Based on the factors described above, each farm property is assigned different soil classifications for the purposes of establishing a value, Soil classifications quantify the factors that contribute to the agricultural capability of the soil. Soil classifications range from the most productive to the least productive.

The first step to establishing an assessment for a farm property is a sales investigation that identifies the valid farm sales in the area where the farm is located. A price per hectare is assigned for each soil class within each farm property. This price per hectare is determined based on the quantitative and qualitative analysis mainly described above.

The results are then tested against actual sales, if any, and current market conditions to ensure the values produced are accurate, consistent and fair.

    The following table shows only the 6 CGUs (2024: 6 CGUs) where goodwill was allocated at each period end and the corresponding amount of goodwill allocated to each one:

CGU / Operating segment / Country September 30, 2025 September 30, 2024
La Carolina / Crops / Argentina 291  314 
El Orden / Crops / Argentina 279  301 
La Guarida / Crops / Argentina 2,708  2,923 
Los Guayacanes / Crops / Argentina 3,310  3,573 
Doña Marina / Rice / Argentina 5,763  6,220 
El Colorado / Crops / Argentina 2,895  3,124 
Closing net book value of goodwill allocated to CGUs tested (Note 15) 15,246  16,455 
Closing net book value of PPE items and other assets allocated to CGUs tested 147,849  143,202 
Total assets allocated to CGUs tested 163,095  159,657 
    
Based on the testing above, the Group determined that none of the CGUs, with allocated goodwill, were impaired at September 30, 2025 and 2024.

    CGUs tested based on a value-in-use model at September 30, 2025 and 2024:

As of September 30, 2025, the Group identified 2 CGUs (2024: 2 CGUs) in Brazil to be tested based on this model (all CGUs with allocated goodwill). The determination of the value-in-use calculation required the use of significant estimates and assumptions related to management’s cash flow projections In performing the value-in-use calculation, the Group applied pre-


F- 75

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

32.    Material accounting estimates and judgments (continued)

tax rates to discount the future pre-tax cash flows. In each case, these key assumptions have been made by management reflecting past experience and are consistent with relevant external sources of information, such as appropriate market data. In calculating value-in-use, management may be assisted by the work of external advisors.

The key assumptions used by management in the value-in-use calculations which are considered to be most sensitive to the calculation are
Key Assumptions September 30, 2025 September 30, 2024
Financial projections
Covers 5 years for UMA (*)
Covers 5 years for UMA (*)
Covers 5 years for AVI (**)
Covers 5 years for AVI (**)
Yield average growth rates
0-2%
0-2%
Future pricing increases
2.15% per annum
0.46% per annum
Future cost decrease
0.79% per annum
0.96% per annum
Discount rates
4.0%
5.0%
Perpetuity growth rate
1%
1%
    
(*) UMA stands for Usina Monte Alegre LTDA.
    (**) AVI stands for Adecoagro Vale Do Ivinhema S.A.

    Discount rates are based on the risk-free rate for U. S. government bonds, adjusted for a risk premium to reflect the increased risk of investing in South America and Brazil in particular. The risk premium adjustment is assessed for factors specific to the respective CGUs and reflects the countries that the CGUs operate in.

The following table shows only the 2 CGUs where goodwill was allocated at each period end and the corresponding amount of goodwill allocated to each one:
CGU/ Operating segment September 30, 2025 September 30, 2024
AVI / Sugar, Ethanol and Energy 2,986  2,915 
UMA / Sugar, Ethanol and Energy 1,120  1,093 
Closing net book value of goodwill allocated to CGUs tested (Note 15) 4,106  4,008 
Closing net book value of PPE items allocated to CGUs tested 663,211  599,509 
Total assets allocated to 2 CGUs tested 667,317  603,517 
    
Based on the testing above, the Group determined that none of the CGUs, with allocated goodwill, were impaired at September 30, 2025 and 2024.

Management views these assumptions are conservative and does not believe that any reasonable change in the assumptions would cause the carrying value of these CGU’s to exceed the recoverable amount.

The Group’s goodwill and property, plant and equipment balances allocated to the cash generating units with allocated goodwill in Argentina were US$ 15.6 million and US$ 148.2 million, respectively, and goodwill and property, plant and equipment allocated to the cash generating units with allocated goodwill in Brazil were US$ 4.0 million and U$S 773.2 million, respectively as of December 31, 2025.

 (b) Biological assets
 
The nature of the Group’s biological assets and the basis of determination of their fair value are explained under Note 33.11. The discounted cash flow model requires the input of highly subjective assumptions including observable and unobservable data. Generally the estimation of the fair value of biological assets is based on models or inputs that are not observable in the market and the use of such unobservable inputs is significant to the overall valuation of the assets. These inputs are determined based on the best information available, for example by reference to historical information of past


F- 76

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

32.    Material accounting estimates and judgments (continued)

practices and results, statistical and agronomic information, and other analytical techniques. The discounted cash flow model includes significant assumptions relating to the cash flow projections including future market prices, estimated yields at the point of harvest, estimated production cycle, future costs of harvesting and other costs, and estimated discount rate.
 
Market prices are generally determined by reference to observable data in the principal market for the agricultural produce. Harvesting costs and other costs are estimated based on historical and statistical data. Yields are estimated based on several factors including the location of the farmland and soil type, environmental conditions, infrastructure and other restrictions and growth at the time of measurement. Yields are subject to a high degree of uncertainty and may be affected by several factors out of the Group’s control including but not limited to extreme or unusual weather conditions, plagues and other crop diseases, among other factors.
 
The significant assumptions discussed above are highly sensitive. Reasonable shifts in assumptions including but not limited to increases or decreases in prices, costs and discount factors used would result in a significant increase or decrease to the fair value of biological assets. In addition, cash flows are projected over a number of years and based on estimated production. Estimates of production in themselves are dependent on various assumptions, in addition to those described above, including but not limited to several factors such as location, environmental conditions and other restrictions. Changes in these estimates could materially impact on estimated production, and could therefore affect estimates of future cash flows used in the assessment of fair value (see Note 16).

(c) Income taxes
 
The Group is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Group recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.
 
Deferred tax assets are reviewed each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be settled. Deferred tax assets and liabilities are not discounted. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment (see Note 10).

(d) Fair value for farmlands and investment property

Property, plant and equipment
Farmlands are recognized at fair value based on periodic, but at least annual, valuations prepared by an external independent expert. A revaluation reserve is credited in shareholders’ equity. The valuation is determined using sales comparison approach. Sale prices of comparable properties are adjusted considering the specific aspects of each property, the most relevant premise being the price per hectare (Level 3) (see Note 12).

Investment property
Investment property consists of farmland for rental or for capital appreciation and not used in production or for sale in the ordinary course of business, and it is measured at fair value. The changes in the fair value, which is based on an independent external expert, impacts the profit and loss of the period, in the line item Other operating income, net (see Note 14).

(e) Purchase price allocation

The acquisition method of accounting is used to account for all acquisitions. Under this method, assets acquired and liabilities assumed of the Company are measured at fair value for financial reporting purposes. In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. Where Level 1 inputs are not


F- 77

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

32.    Material accounting estimates and judgments (continued)

available, the Company estimates the fair value of an asset or a liability by converting future amounts (e.g. cash flows or income and expenses) to a single current (i.e. discounted) amount.

Management applied judgement in estimating the fair value of certain identifiable assets acquired, which involved the use of estimates and assumptions, including the timing and amounts of cash flow projections and discount rates, as applicable.




F- 78

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.    Summary of material accounting policies



The principal accounting policies applied in the preparation of these Consolidated Financial Statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Financial reporting in a hyperinflation economy

IAS 29 “Financial Reporting in Hyperinflationary Economies” requires that the financial statements of entities whose functional currency is that of a hyperinflationary economy to be adjusted for the effects of changes in a suitable general price index and to be expressed in terms of the current unit of measurement at the closing date of the reporting period. Accordingly, the inflation produced from the date of acquisition or from the revaluation date, as applicable, must be computed in the non-monetary items.

In order to conclude on whether an economy is categorized as hyperinflationary under the terms of IAS 29, the Standard details a series of factors to be considered, including the existence of a cumulative inflation rate in three years that approximates or exceeds 100 %.

Since 2018, when cumulative inflation rate in three years exceeded the 100% threshold, Argentina’s operations are considered to be under hyperinflationary economy for accounting purposes under the terms of IAS 29 and since then, it has been applied IAS 29 in the financial reporting of its subsidiaries and associates with Argentine peso as functional currency.

Financial statements of a foreign entity with a functional currency of a country that has a highly inflationary economy, are restated to reflect changes in the general price level or index in that country before translation into U.S. Dollars. In adjusting for hyperinflation, a general price index is applied to all non-monetary items in the financial statements (including equity) and the resulting gain or loss, which is the gain or loss on the entity's net monetary position, is recognized in the income statement. Monetary items in the closing statement of financial position are not adjusted. The Group treated all Argentine subsidiaries as a hyperinflationary economy as all of them have Argentine peso as functional currency. The results and financial position of all foreign entities with a functional currency of a country that has a highly inflationary economy are translated at closing rates after the restatement for changes in the general purchasing power Argentine peso.

The inflation adjustment on the years 2025, 2024 and 2023 was calculated by means of conversion factor derived from the Argentine price indexes published by the National Institute of Statistics and the year-over-year change in the index was 1.315; 2.178 and 3.114, respectively.

The main procedures for the above-mentioned adjustment are as follows:

•Monetary assets and liabilities which are carried at amounts current at the balance sheet date are not restated because they are already expressed in terms of the monetary unit current at the balance sheet date.

•Non-monetary assets and liabilities which are not carried at amounts current at the balance sheet date, and components of shareholders' equity are adjusted by applying the relevant conversion factors.

•All items in the income statement are restated by applying the relevant conversion factors.

•The effect of inflation on the Company’s net monetary position is included in the income statement, in "Other financial results" (Note 9).

•The ongoing application of the re-translation of comparative amounts to closing exchanges rates under IAS 21 and the hyperinflation adjustments required by IAS 29 will lead to a difference in addition to the difference arising on the application of hyperinflation accounting.

The comparative figures in these Consolidated Financial Statements presented in a stable currency are not adjusted for subsequent changes in the price level or exchange rates. This resulted in a difference between the closing equity of the previous year and the opening equity of the current year. The Company recognized this initial difference directly in equity.


F- 79

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.    Summary of material accounting policies (continued)


The Consolidated Financial Statements of the Group have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) and the Interpretations of the International Financial Reporting Interpretations Committee (IFRIC). All IFRS Accounting Standards as issued by the IASB, effective at the time of preparing these Consolidated Financial Statements have been applied.
 
The Consolidated Financial Statements have been prepared under the historical cost convention as modified by financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss, biological assets and agricultural produce, harvested agricultural produced at the point of harvest (except for milk and rice) and farmlands measured at fair value.
 
The preparation of Consolidated Financial Statements in conformity with IFRS Accounting Standards as issued by the IASB requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the Consolidated Financial Statements are disclosed in Note 32.

Comparability

The consolidated financial statements for the year ended December 31, 2025, are not directly comparable with the figures for the prior year. This is due to the acquisition of Profertil S.A. on December 18, 2025. Accordingly, the consolidated financial statements should be read in light of these circumstances and the related disclosure in Note 21.

As a result of the acquisition, Profertil S.A. has been consolidated from the acquisition date through December 31, 2025, and the Group’s consolidated statement of income therefore includes Profertil’s results of operations only for a period of 13 days whereas the comparative period does not include any such results. In addition, the statement of financial position of 2024 do not include any amount of Profertil, while it was consolidated as of December 31, 2025.

Application of new and revised International Financial Reporting Standards

•Adoption of new and revised standards

The Company has adopted all of the new and revised standards and interpretations issued by the IASB that are relevant to its operations and that are mandatorily effective at December 31, 2025. The impact of the new and revised standards and interpretations mentioned on these consolidated financial statements is described as follows.

The Company has adopted the following standards and interpretation that became applicable for annual periods commencing on or after January 1, 2025:

Amendments to IAS 21 Lack of exchangeability

Those amendments did not have any material impact on the Company's accounting policies and did not require retrospective adjustments.











F- 80

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.1    Basis of preparation and presentation

•New accounting pronouncements

The Company has not applied the following new and revised IFRSs that have been issued but are not yet mandatorily effective:

IFRS 18
Presentation and Disclosures in Financial Statements (1)
Annual improvements to IFRS Accounting
Volume 11 (2)
Standards
Amendments IFRS 9 and IFRS 7
Classification and measurement of financial instruments (2)

1 Effective for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted.
2 Effective for annual reporting periods beginning on or after January 1, 2026. Earlier application is permitted.

• On April 9, 2024 IASB issued Presentation and Disclosures in Financial Statements (IFRS 18) to include requirements for the presentation and disclosure of information in financial statements.

In April 2024, the IASB issued IFRS 18 in response to investors’ concerns about comparability and transparency of entities’ performance reporting. IFRS 18 replaces IAS 1 Presentation of Financial Statements. The standard introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. Also, the standard requires disclosure of ‘management-defined performance measures’.

IFRS 18 is effective from 1 January 2027 and has not yet been adopted. The Company is in the process of determining the impact of applying IFRS 18 in its consolidated financial statements and planning to apply IFRS 18 in its interim financial statements for the period ending 31 March 2027 and annual consolidated financial statements for the period ending 31 December 2027.

• On July 18, 2024 IASB issued the amendments listed below as part of the 'Annual improvements to IFRS Accounting Standards - Volume 11'.

Amendments to IFRS 7 Gain or loss on derecognition
Amendments to IFRS 7 Disclosure of deferred difference between fair value and transaction price
Amendments to IFRS 7 Introduction and credit risk disclosures
Amendments to IFRS 9 Lessee derecognition of lease liabilities
Amendments to IFRS 9 Transaction price
Amendments to IFRS 10 Determination of a ‘de facto agent'
Amendments to IFRS 7 Cost method

The Company does not anticipate that the application of these amendments will have a material impact on the Company's consolidated financial statements. These amendments are effective for annual periods beginning on or after January 1, 2026. Earlier application is permitted. The Company has not opted for early application.

• On May 30, 2024 IASB issued Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments to address matters identified during the post-implementation review of the classification and measurement requirements of IFRS 9 Financial Instruments.

The Company does not anticipate that the application of this amendment will have a material impact on the Company's consolidated financial statements. This amendment is effective for annual periods beginning on or after January 1, 2026. Earlier application is permitted. The Company has not opted for early application.



F- 81

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.2    Scope of consolidation
 
The Consolidated Financial Statements include the results of the Company and all of its subsidiaries from the date that control commences to the date that control ceases. They also include the Group’s share of the net income of its jointly-controlled entities on an equity-accounted basis from the point at which joint control commences, to the date that it ceases.
 
(a) Subsidiaries
 
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date that control commences and deconsolidated from the date that control ceases.
 
The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.
 
The Group recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.
 
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the consideration is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the statement of income under the line item “Bargain purchase gain on acquisition”.
 
Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

(b) Disposal of subsidiaries
 
When the Group ceases to have control any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amount previously recognized in other comprehensive income in respect of that entity is accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss, except for the related revaluation surplus which is reclassified to retained earnings.

(c) Associates and Joint Ventures


Associates are all entities over which the group has significant influence but not control or joint control. This is generally the case where the group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting , after initially being recognised at cost.

Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost in the consolidated statement of financial position and adjusted thereafter to recognise the group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment. 


F- 82

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.3    Segment reporting
 
According to IFRS 8, operating segments are identified based on the ‘management approach’. This approach stipulates external segment reporting based on the Group’s internal organizational and management structure and on internal financial reporting to the chief operating decision maker (the Management Committee in the case of the Company).
 
33.4    Foreign currency translation
 
(a) Functional and presentation currency
 
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The Consolidated Financial Statements are presented in US dollars, which is the Group’s presentation currency.

Argentine currency status

Between September 2019 and December 13, 2023, the Argentine government imposed significant restrictions on foreign exchange transactions. Although after a new administration took office in Argentina in December 2023 certain restrictions were eased and other changes to such regulations are expected, at the date of these Consolidated Financial Statements the application of existing foreign exchange regulations remains uncertain and the scope and timing of upcoming changes remain unknown. The main currently applicable measures are described below:

•Payments of services: For services rendered or accrued as from April 14, 2025, third-party payments are accessible immediately, while related-party payments require a 90-day wait from the date of service (extending to 180 days for services prior to that date).

Customs Clearance: Similarly, for both third and related parties, payments for goods officially cleared as of April 14, 2025, are authorized upon the registration of customs entry.

Capital Goods Exceptions: For capital goods, companies may pay 30% in advance and the remaining 70% deferred through the MULC, or choose to pay 100% in advance by debiting USD directly from the company’s account.
 
(b) Transactions and balances
 
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of income, in the line Item “Finance income” or “Finance cost,”as appropriate.
 
(c) Group companies
 
The results and financial position of Group entities (except those that has the currency of a hyper-inflationary economy - Argentine subsidiaries) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
 
•assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;
•income and expenses for each statement of income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
•all resulting exchange differences are recognized as a separate component of equity.

The accompanying notes are an integral part of these consolidated financial statements.

F- 83
Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.4    Foreign currency translation (continued)
When a foreign operation is sold, exchange differences that were recorded in equity are recognized in the statement of income as part of the gain or loss on sale.
 
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

33.5    Property, plant and equipment

Farmlands are initially recorded at fair value and are subsequently measured under the revaluation model based on periodic, but at least annual, valuations prepared by an external independent expert. A revaluation reserve is credited in shareholders’ equity. All other property, plant and equipment is recorded at cost, less accumulated depreciation and impairment losses, if any. Historical cost comprises the purchase price and any costs directly attributable to the acquisition. Under the definition of Property plant and equipment includes the bearer plants, such as sugarcane.

Where individual components of an item of property, plant and equipment have different useful lives, they are accounted for as separate items, which are depreciated separately.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the statement of income when they are incurred.

Major overhauls that restore an asset’s service capacity and are required for its continued use are capitalized when the recognition criteria are met and are depreciated over the period until the next major overhaul (generally on a straight-line basis). Costs of renewals and improvements that extend an asset’s useful life and/or improve its service capacity are capitalized when the recognition criteria are met. All other repairs and ordinary maintenance are charged to profit or loss when incurred.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within “Other operating income, net” in the consolidated statement of income.

33.6    Investment property
 
Investment property consists of farmland for rental or for capital appreciation and not used in production or for sale in the ordinary course of business, and it is measured at fair value. Changes of the fair value, which is based on an independent external expert, impacts the profit and loss of the period, in the line item Other operating income, net.
 
33.7    Leases
 
The Group assesses whether a contract is, or contains, a lease at the inception of the contract. A contract is, or contains, a lease when it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control exists when the Group has (i) the right to obtain substantially all of the economic benefits from use of the identified asset and (ii) the right to direct the use of the identified asset.

Leases are recognized as a right-of-use asset and a corresponding lease liability at the date on which the asset is available for use by the group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

In determining the lease term, the Company considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

The accompanying notes are an integral part of these consolidated financial statements.

F- 84
Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.7 Leases (continued)
The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: (i) the term has changed, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.; (ii) the lease payments change due to changes in an index or rate, or (iii) the lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any

    Short term leases are recognized on a straight line basis as an expense in the income statement.

Accounting as lessee

The Company recognizes a right-of-use asset and a lease liability at the commencement date of each lease contract that grants the right to control the use of an identified asset during a period of time. The commencement date is the date in which the lessor makes an underlying asset available for use by the lessee. The Company applied exemptions for leases with a duration lower than 12 months, with a value lower than thirty thousand dollars and/or with clauses related to variable payments. These leases have been considered as short-term leases and, accordingly, no right-of-use asset or lease liability have been recognized.

At initial recognition, the right-of-use asset is measured considering:

•The value of the initial measurement of the lease liability;
•Any lease payments made at or before the commencement date, less any lease incentives; and
•Any initial direct costs incurred by the lessee; and

After initial recognition, the right-of-use assets are measured at cost, less any accumulated depreciation and/or impairment losses, and adjusted for any re-measurement of the lease liability.

Depreciation of the right-of-use asset is calculated using the straight-line method over the estimated duration of the lease contract.

    The lease liability is initially measured at the present value of the lease payments that are not paid at such date, including the following concepts:

•Variable lease payments that depend on an index or rate, initially measured using the index or rate as of the commencement date;
•Amounts expected to be payable by the lessee under residual value guarantees;
•The exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
•Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease;
•Fixed payments, less any lease incentives receivable;

After the commencement date, the Company measures the lease liability by:

•Increasing the carrying amount to reflect interest on the lease liability;
•Reducing the carrying amount to reflect lease payments made; and
•Re-measuring the carrying amount to reflect any reassessment or lease modifications.

    The above mentioned inputs for the valuation of the right of use assets and lease liabilities including the determination of the contracts within the scope of the standard, the contract term at interest rate used in the discounted cash flow involved a high degree of management’s estimations.
 

F- 85
Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)


33.8    Goodwill
 
Goodwill represents future economic benefits arising from assets that are not capable of being individually identified and separately recognized by the Group on an acquisition. Goodwill on acquisition is initially measured at cost. being the excess of the consideration over the fair value of the Group’s share of net assets of the acquired subsidiary undertaking at the acquisition date. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. It is allocated to those cash generating units expected to benefit from the acquisition for the purpose of impairment testing. Goodwill ais included within “Intangible assets” on the statement of financial position. Goodwill arising on the acquisition of foreign entities is treated as an asset of the foreign entity denominated in the local currency and translated at the closing rate.
 
Goodwill is not amortized but tested for impairment on an annual basis, or more frequently if there is an indication of impairment (see Note 33 (a)). Gains and losses on the disposal of a Group entity include any goodwill relating to the entity sold (see Note 33.10). 

33.9    Other intangible assets
 
Other intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less accumulated amortization and impairment losses, if any. These intangible assets comprise mainly trademarks and computer software and are amortized in the statement of income on a straight-line basis over their estimated useful lives estimated to be 10 to 20 years and 3 to 5 years, respectively.
 
33.10 Impairment of assets

Goodwill
 
The Company conducts an impairment test annually or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the carrying amount exceeds its recoverable amount. For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows, known as cash-generating units. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the cash generating unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset may in the unit. Impairment losses recognized for goodwill cannot be reversed in a subsequent period. Recoverable amount is the higher of the fair value less costs to sell and value in use. In determining the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted (see Note 33 (a) for details).

Property, plant and equipment and finite lived intangible assets
 
At each statement of financial position date, the Group reviews the carrying amounts of its property, plant and equipment, other intangible assets which have finite lives to determine whether a there is any indication that those assets may have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset through the calculation of the fair value, or the value in use, is estimated in order to determine the extent, if any, of the impairment loss. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
 
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, that carrying amount is reduced to its recoverable amount. An impairment loss is recognized immediately in the statement of income.
 
Where an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, not to exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized immediately in the statement of income.

F- 86
Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.10    Impairment of assets (continued)

Net assets

At each statement of financial position date, the Group reviews the carrying amounts of its net assets, to determine whether there is any indication that those assets may be impaired. If any such indication exists, such as when the carrying value of the net assets is higher than the market capitalization of the Company, the recoverable amount of the net assets is estimated using of the value in use, in order to determine if there is a potential impairment. In determining the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

33.11    Biological assets

Biological assets comprise growing crops (mainly corn, wheat, soybeans, sunflower peanuts and rice), sugarcane and livestock (growing herd and cattle for dairy production).
 
The Group distinguishes between consumable and bearer biological assets, and between mature and immature biological assets. “Consumable” biological assets are those assets that may be harvested as agriculture produce or sold as biological assets, for example livestock intended for dairy production. “Bearer” biological assets are those assets capable of producing more than one harvest, for example sugarcane or livestock from which raw milk is produced. “Mature” biological assets are those that have attained harvestable specifications (for consumable biological assets) or are able to sustain regular harvests (for bearer biological assets). “Immature” biological assets are those assets other than mature biological assets.
 
Costs are capitalized as biological assets if, and only if, (a) it is probable that future economic benefits will flow to the entity, and (b) the cost can be measured reliably. The Group capitalizes costs such as: planting, harvesting, weeding, seedlings, irrigation, agrochemicals, fertilizers and a systematic allocation of fixed and variable production overheads that are directly attributable to the management of biological assets, among others. Costs that are expensed as incurred include administration and other general overhead and unallocated production overhead, among others.
 
Biological assets, both at initial recognition and at each subsequent reporting date, are measured at fair value less costs to sell, except where fair value cannot be reliably measured. Cost approximates fair value when little biological transformation has taken place since the costs were originally incurred or the impact of biological transformation on price is not expected to be material.
 Gains and losses that arise on measuring biological assets at fair value less costs to sell and measuring agricultural produce at the point of harvest at fair value less costs to sell are recognized in the statement of income in the period in which they arise in the line item “Initial recognition and changes in fair value of biological assets and agricultural produce”.
 
Where there is an active market for a biological asset or agricultural produce, quoted market prices in the most relevant market are used as a basis to determine the fair value. Otherwise, when there is no active market or market-determined prices are not available, fair value of biological assets is determined through the use of valuation techniques.
 
Therefore, the fair value of biological assets is generally derived from the expected discounted cash flows of the related agricultural produce. The fair value of the agricultural produce at the point of harvest is generally derived from market determined prices.

A general description of the determination of fair values based on the Company’s business segments follow:
 
•Growing crops including rice:

Growing crops, for which biological growth is not significant, are measured at cost, which approximates fair value. Expenditure on growing crops includes land preparation expenses and other direct expenses incurred during the sowing period including labor, seedlings, agrochemicals and fertilizers among others.
 
Otherwise, biological assets are measured at fair value less estimated point-of-sale costs at initial recognition and at any subsequent period. Point-of-sale costs include all costs that would be necessary to sell the assets
The accompanying notes are an integral part of these consolidated financial statements.

F- 87
Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.11    Biological assets (continued)

 
The fair value of growing crops including rice is measured based on a formula, which takes into consideration the estimate of crop yields, estimated market prices and costs, and discount rates. Estimated yields are determined based on several factors including location of farmland, environmental conditions and other restrictions and growth at the time of measurement. Yields are multiplied by sown hectares to determine the estimated tons of crops including rice to be obtained. The tons are then multiplied by a net cash flow determined at the future crop prices less the direct costs to be incurred. This amount is discounted at a discount rate, which reflects current market assessments of the assets involved and the time value of money.
 
•Growing herd and cattle:

Livestock are measured at fair value less estimated point-of-sale costs, with any changes therein recognized in the statement of income, on initial recognition as well as subsequently at each reporting period. The fair value of livestock is determined based on the actual selling prices less estimated point-of-sale costs in the markets where the Group operates.
 
•Sugarcane:

Sugarcane planting costs form part of Property plant and equipment. The agricultural produce growing on sugarcane is classified as biological assets and are measured at fair value less cost to sell. The fair value of agricultural produce growing on sugarcane depends on the variety, location and maturity of the plantation.
 
Agricultural produce growing in the Sugarcane, for which biological growth is not significant, is valued at cost, which approximates fair value. Expenditure on the agricultural produce growing in the sugarcane consists mainly of labor, agrochemicals and fertilizers among others. When it has attained significant biological growth, it is measured at fair value through a discounted cash flow model. Estimated revenues are based on estimated yearly production volume (which will be destined to sugar, ethanol, energy and raw cane production) and the price is calculated as the average of daily prices for sugar future contracts (Sugar #11 ICE-NY contracts) for a six months period. Projected costs include maintenance and land leasing among others. These estimates are discounted at an appropriate discount rate.
 
33.12    Inventories
 
Inventories comprise raw materials, finished goods (including harvested agricultural produce and manufactured goods) and others.
 
Harvested agricultural produce (except for rice and milk) is measured at net realizable value until (“NRV”) the point of sale because there is an active market in the produce, there is a negligible risk that the produce will not be sold and there is a well-established practice in the industry carrying the inventories at NRV. Changes in NRV are recognized in the statement of income in the period in which they arise under the line item “Changes in net realizable value of agricultural produce after harvest”.
 
All other inventories (including rice and milk) are measured at the lower of cost and NRV. Cost is determined using the weighted average cost. Cost includes acquisition costs (less trade discount, rebates and other similar items), transformation and other costs, which have been incurred when bringing the inventory to its present location and condition. The NRV value is the estimated selling price in the ordinary course of business less selling expenses. At each year end, management assesses NRV and recognizes a write-down in profit or loss when inventories are carried above NRV

33.13    Financial assets
 
(a) Classification

Financial assets are classified in the following categories: at fair value through profit or loss and at amortized cost, namely loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition (see Note 17).

 


F- 88

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.13    Financial assets (continued)
(b) Recognition and measurement
 
Regular purchases and sales of financial assets are recognized on the trade-date – the date on which the Group commits to purchase or sell the asset. Financial assets not carried at fair value through profit or loss are initially recognized at fair value plus transaction costs. Financial assets carried at fair value through profit or loss are initially recognized at fair value and transaction costs are expensed in the statement of income and subsequently are carried at fair value. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Loans and receivables are subsequently carried at amortized cost using the effective interest method.
 
Gains or losses arising from changes in the fair value of the “financial assets at fair value through profit or loss” category are presented in the statement of income within “Other operating income, net” in the period in which they arise.
 
If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models, making maximum use of market inputs and relying as little as possible on entity-specific inputs.
 
The Group assesses at each statement of financial position date whether there is objective evidence that a financial asset or a group of financial assets is impaired. Impairment testing of trade receivables is described in Note 33.15.

(c) Offsetting financial instruments
 
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously. This right must not be contingent on future events and must be enforceable in any case.
 
 
33.14    Derivative financial instruments and hedging activities

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. Commodity future contract fair values are computed with reference to quoted market prices on future exchanges markets. The fair values of commodity options are calculated using year-end market rates together with common option pricing models. The fair value of interest rate swaps has been calculated using a discounted cash flow analysis.
 
The Group manages exposures to financial and commodity risks using hedging instruments that provide the appropriate economic outcome. The principal hedging instruments used may include commodity future contracts, put and call options, foreign exchange forward contracts and interest rate swaps. The Group does not use derivative financial instruments for speculative purposes.

The Group’s policy is to apply hedge accounting to hedging relationships where it is both permissible under IFRS 9, practical to do so and its application reduces volatility, but transactions that may be effective hedges in economic terms may not always qualify for hedge accounting under IFRS 9. Any derivatives that the Group holds to hedge these exposures are classified as “held for trading” and are shown in a separate line on the face of the statement of financial position. The method of recognizing gains or losses on derivatives depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Gains and losses on commodity derivatives are classified within “Other operating income, net”. Gains and losses on interest rate and foreign exchange rate derivatives are classified within ‘Financial results, net’. The Group designates certain derivatives as hedges of the foreign currency risk associated with highly probable forecast transactions (cash flow hedge).


 


F- 89

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.14    Derivative financial instruments and hedging activities (continued)
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the instruments that are used in hedging transactions are highly effective in offsetting changes in fair value or cash flows of hedged items.
 
Cash flow hedge
 
The effective portion of the gain or loss on the instruments that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the statement of income within "Finance income” or “Finance cost,”as appropriate.
 
Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss. The gain or loss relating to the effective portion is recognized in the statement of income within "Finance income” or “Finance cost”, as appropriate.
 
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in the statement of income. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the statement of income.

33.15    Trade and other receivables and trade and other payables
 
Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. In the case of receivables, less allowance for trade receivables.
 
The group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.
 
33.16    Short-term investment

Financial assets at fair value through profit or loss are valued at the initial recognition and subsequently at fair value and recognizing the variation in the Statement of income in the line Financial results.

33.17    Cash and cash equivalents
 
Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less. In the statements of cash flows, interest paid is presented within financing cash flows and interest received is presented within investing activities.
 
33.18    Borrowings
 
Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost using the effective interest method. Borrowing costs are capitalized during the period of time that is required to complete and prepare the asset for its intended use.
 
33.19    Provisions
 
Provisions are recognized when (i) the Group has a present legal or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) a reliable estimate of the amount of the obligation can be made. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.



F- 90
Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)
33.19    Provisions (continued)

Provisions are reviewed at each reporting date and are adjusted to reflect current estimates. The increase in a provision due to the passage of time (unwinding of the discount) is recognized in the statement of income.

Asset Retirement Obligation is recognized when a legal or constructive obligation exists due to a past event, it is probable that an outflow of resources will be required, and the amount can be reliably estimated. The liability is initially measured at the present value of the expected future restoration costs, with a corresponding amount capitalized as part of the cost of the related property, plant, and equipment. Subsequently, the asset is depreciated over its useful life, while the provision is adjusted for changes in estimates or discount rates and increased over time through accretion expense (unwinding of the discount) recognized in profit or loss as a finance cost.

Contingent liabilities

Contingent liabilities represent possible obligations that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more future events not wholly within the control of the Group, or present obligations arising from past events that are not recognized because either (i) it is not probable that an outflow of resources will be required to settle the obligation, or (ii) the amount cannot be measured reliably. Contingent liabilities are not recognized in the financial statements, but are disclosed when significant, as required by IAS 37.
 
33.20    Onerous contracts

An onerous contract is considered to exist where the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.The Group enters into contracts, which require the Group to sell commodities in accordance with the Group's expected sales. These contracts do not qualify as derivatives. These contracts are not recognized until at least one of the parties has performed under the agreement. However, when the contracts are onerous, the Group recognizes the present obligation under the contracts as a provision included within “Provision and other liabilities” in the statement of financial position. Losses under these onerous contracts are recognized within “Other operating income, net” in the statement of income.

33.21    Current and deferred income tax
 
The Group’s tax benefit or expense for each year comprises the charge for current tax payable and deferred taxation attributable to the Group’s operating subsidiaries. Tax is recognized in the statement of income, except to the extent that it relates to items recognized directly in equity. In this case, the tax is also recognized in equity.
 
The current income tax charge is calculated on the basis of the tax laws enacted at the date of the statement of financial position in the countries where the Group’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) effective in the countries where the Group’s subsidiaries operate and generate taxable income.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.
 
Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.


F- 91
Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.21    Current and deferred income tax (continued)

The Group is able to control the timing of dividends from its subsidiaries and hence does not expect to remit overseas earnings in the foreseeable future in a way that would result in a charge to taxable profit. Hence deferred tax is recognized in respect of the retained earnings of overseas subsidiaries only to the extent that, at the date of the statement of financial position, dividends have been accrued as receivable or a binding agreement to distribute past earnings in future has been entered into by the subsidiary.

33.22    Revenue Recognition
 
The Group’s primary activities comprise agricultural and agro-industrial activities.

The Group’s agricultural activities comprise growing and selling agricultural produce. In accordance with IAS 41 “Agriculture”, cattle are measured at fair value with changes therein recognized in the statement of income as they arise. Agricultural produce is measured at net realizable value with changes therein recognized in the statement of income as they arise. Therefore, sales of agricultural produce and cattle generally do not generate any separate gains or losses in the statement of income.
 
The Group’s agro-industrial activities comprise the selling of manufactured products (i.e. industrialized rice, milk-related products, ethanol, sugar, energy, and fertilzers, among others). These sales are measured at the fair value of the consideration received or receivable, net of returns and allowances, trade and other discounts, and sales taxes, as applicable.

Revenue is recognized when the full control have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods. Transfers of control vary depending on the individual terms of the contract of sale. Where product sales include exports, control is typically transferred in accordance with the applicable contractual shipping terms (for example, when the product is dispatched under the agreed FOB clause for export shipments). For local market sales, control is typically transferred upon dispatch and/or delivery at the location or transport terms specified and agreed with the customer.

The Group also provides certain agricultural-related and logistic services such as logistics and terminal services to third parties; grain warehousing/conditioning and other services, e.g. handling and drying services. Revenue from services is recognized as services are provided.

The Group leases owned farmland property to third parties under operating lease agreements. Rental income is recognized on a straight-line basis over the period of the lease.

The Group is a party to a 25-year power agreement for the sale of electricity which expires in 2042. The delivery period starts in April and ends in November of each year. The Group is also a party to a 15-year power agreement which delivery period starts in March and ends in December of each year, this agreement will expire in 2025. Prices under all the agreements are adjusted annually for inflation. Revenue related to the sale of electricity under this agreement is recorded based upon output delivered.
 
33.23    Farmlands sales
 
The Group’s strategy is to profit from land appreciation value generated through the transformation of its productive capabilities. Therefore, the Group may seek to realize value from the sale of farmland assets and businesses.
 
Farmland sales are not recognized until (i) the sale is completed, (ii) the Group has determined that it is probable the buyer will pay, (iii) the amount of revenue can be measured reliably, and (iv) the Group has transferred to the buyer the risk of ownership, and does not have a continuing involvement. Gains from “farmland sales” are included in the statement of income under the line item “Other operating income, net”.

F- 92
Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

33.24    Assets held for sale and discontinued operations

When the Group intends to dispose of, or classify as held for sale, a business component that represents a separate major line of business or geographical area of operations, or a subsidiary acquired exclusively with a view to resale, it classifies such operations as discontinued. The post tax profit or loss of the discontinued operations is shown as a single amount on the face of the statement of income, separate from the other results of the Group. Assets and liabilities classified as held for sale are measured at the lower of carrying value and fair value less costs to sell.
 
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a disposal rather than through continuing use. This condition is regarded as met only when management is committed to the sale (disposal), the sale (disposal) is highly probable and expected to be completed within one year from classification and the asset is available for immediate sale (disposal) in its present condition. The statements of income for the comparative periods are represented to show the discontinued operations separate from the continuing operations.
 
33.25    Earnings per share
 
Basic earnings per share is calculated by dividing the net income for the year attributable to equity holders of the parent by the weighted average number of common shares outstanding during the year. Diluted net earnings per share is computed by dividing the net income for the period by the weighted average number of common shares outstanding, and when dilutive, adjusted for the effect of all potentially dilutive shares, including share options, on an as-if converted basis.
 

33.26    Equity-settled share-based payments
 
The Group issues equity settled share-based payments to certain directors, senior management and employees. Options under the awards were measured at fair value at the date of grant. An expense is recognized to spread the fair value of each award over the vesting period on a straight-line basis, after allowing for an estimate of the awards that will eventually vest. The estimate of the level of vesting is reviewed at least annually, with any impact on the cumulative charge being recognized immediately.
 

33.27    Research and development
 
Research phase expenditure is expensed as incurred. Development expenditure is capitalized as an internally generated intangible asset only if it meets strict criteria, relating in particular to technical feasibility and generation of future economic benefits. Research expenses have been immaterial to date. The Group has not capitalized any development expenses to date.

34.    Recent developments

Acquisition by Tether Investment S.A. de C.V. of more than 70% of the Company’s common shares

On March 28, 2025, pursuant to the terms of a Transaction Agreement (the “Transaction Agreement”), Tether Investments S.A. de C.V., a corporation organized under the laws of El Salvador (“Tether” or our “controlling shareholder”) commenced an Offer to Purchase (the “Offer”) to acquire up to 49,596,510 common shares of the Company at a price in cash of U.S.$12.41 per common share (representing, when added to the common shares already owned by Tether, approximately 70% of the outstanding common shares of the Company), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 28, 2025. The Offer closed on April 25, 2025, with Tether acquiring approximately 70% of the outstanding common shares of the Company. Subsequently to the closing of the Offer, Tether purchased additional common shares of the Company in the open market (4,756,273 shares) and in December 2025, it also participates in the Public offering purchasing 30,344,827 shares (Note 22). As of December 16, 2025, Tether owns 105,880,368 common shares of the Company, representing approximately 74.3% of the outstanding common shares of the Company.





F- 93

Adecoagro S.A.
Notes to the Consolidated Financial Statements (Continued)
(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

34.    Recent developments (continued)
Brazilian consumption tax reform

The Consumption Tax Reform applicable exclusively to Brazil, enacted on January 16, 2025 introduced the ‘dual VAT’, which is composed of the Tax on Goods and Services (IBS) and the Contribution on Goods and Services (CBS). The CBS, under federal jurisdiction, will replace the PIS/COFINS contributions, while the IBS, under state and municipal jurisdiction, will replace the existing ICMS and ISS taxes. The reform also introduced the Selective Tax (IS), under federal jurisdiction, with differentiated tax rates applicable to goods and services deemed harmful to health and the environment.

The reform will be implemented starting in 2026 and will include a transition period through 2032, during which both the former and the new Brazilian tax systems will coexist. The tax rates applicable to the new taxes are still subject to regulation through complementary legislation and will be submitted for review by the Brazilian National Congress.

Based on the above, there is no impact from the Brazilian tax reform on the financial statements as of December 31, 2025. The Company is assessing the extent to which the Tax Reform may affect its future results of operations, taxable positions, cash flows, pricing, recoverability of tax credits, and other assumptions used in the measurement of assets and liabilities under IFRS, including assumptions relevant to impairment assessments and the recoverability of deferred tax assets, where applicable. Because the remaining regulations have not yet been fully enacted and the practical application of certain provisions is still subject to clarification, the Company is not yet in a position to reasonably estimate the full financial statement impact, if any, of the Tax Reform.
F- 94
EX-1.1 2 exhibit11.htm EX-1.1 Document


ADECOAGRO S.A.
Société anonyme
Siège social : 28, Boulevard F.W. Raiffeisen, L-2411 Luxembourg
R.C.S. Luxembourg B 153681


•The Company has been incorporated pursuant to a deed of Maître Henri HELLINCKX, notary with residence in Luxembourg, on June 11th, 2010.
•The articles have been amended several times and for the last time pursuant to a deed of Maître Cosita DELVAUX, notary with residence in Luxembourg, on December 17th, 2025.


•La société a été constituée suivant acte reçu par Maître Henri HELLINCKX, notaire de résidence à Luxembourg, en date du 11 juin 2010.
•Les articles ont été modifiés à plusieurs reprises et pour la dernière fois suivant acte reçu par Maître Cosita DELVAUX, notaire de résidence à Luxembourg, en date du 17 décembre 2025.










CONSOLIDATED ARTICLES OF INCORPORATION
AS ON DECEMBER 17TH, 2025

STATUTS COORDONNÉS AU 17 DÉCEMBRE 2025











•In case of discrepancies between the English and the French text, the English version will be binding.
•En cas de divergence entre le texte anglais et le texte français, le texte anglais fera foi.
Page 1

FORM, DENOMINATION, DURATION, REGISTERED OFFICE
Article 1.    Form, Name
There exists a company in the form of a société anonyme, under the name of Adecoagro S.A. (the "Company").
Article 2.    Duration
The Company is established for an undetermined duration. The Company may be dissolved at any time by a resolution of the Shareholders adopted in the manner required for the amendment of these Articles of Incorporation.
Article 3.    Registered office
3.1The Company has its registered office in the City of Luxembourg, Grand-Duchy of Luxembourg. It may be transferred to any other place in the Grand Duchy of Luxembourg by means of a resolution of a General Meeting or by a resolution of the Board of Directors in which case the Board of Directors shall have the power to amend the Articles accordingly.
3.2The address of the registered office may be transferred within the municipality by decision of the Board of Directors.
3.3The Company may have offices and branches, both in Luxembourg and abroad.
3.4In the event that the Board of Directors determines that extraordinary political, economic or social developments have occurred or are imminent that would interfere with the normal activities of the Company at its registered office, or with the ease of communication between such office and persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of these abnormal circumstances; such temporary measures shall have no effect on the nationality of the Company which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg company. Such temporary measures will be taken and notified to any interested parties by the Board of Directors
PART I.    PURPOSE, OBJECT
Article 4.    Purpose, Object
4.1The object of the Company is the holding of participations, in any form whatsoever, in Luxembourg and foreign companies, or other entities or enterprises, the acquisition by purchase, subscription, or in any other manner as well as the transfer by sale, exchange or otherwise of stock, bonds, debentures, notes and other securities or rights of any kind including interests in partnerships, and the holding, acquisition, disposal, investment in any manner in, development, licensing or sub licensing, of any patents or other intellectual property rights of any nature or origin as well as the ownership, administration, development and management of its portfolio. The Company may carry out its business through branches in Luxembourg or abroad.
Page 2

4.2.    The Company may borrow in any form and proceed to the issue by private or public of bonds, convertible bonds and debentures or any other securities or instruments it deems fit.
4.3In a general fashion it may grant assistance (by way of loans, advances, guarantees or securities or otherwise) to companies or other enterprises in which the Company has an interest or which form part of the group of companies to which the Company belongs or any entity as the Company may deem fit (including up stream or cross stream), take any controlling, management, administrative and/or supervisory measures and carry out any operation which it may deem useful in the accomplishment and development of its purposes.
4.4Finally, the Company can perform all commercial, technical and financial or other operations, connected directly or indirectly in all areas in order to facilitate the accomplishment of its purpose.
PART II.    SHARE CAPITAL – SHARES
Article 5.    Share capital
5.1.The Company has an issued share capital of two hundred twenty-one million eight hundred eight thousand two hundred forty-one US Dollars and fifty cents (USD 221,808,241.50) represented by a total of one hundred forty-seven million eight hundred seventy-two thousand one hundred sixty-one (147,872,161) fully paid Shares, each with a nominal value of one US Dollar and fifty cents (USD 1.50), with such rights and obligations as set forth in the present Articles.
5.2.    The Company has an authorized share capital of three billion US Dollars (USD 3,000,000,000), 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 (USD 1.50). The Company's authorized share capital (and any authorization granted to the Board of Directors in relation thereto) shall be valid from 29 October 2025 and until 29 October 2030. The Board of Directors, or any delegate(s) duly appointed by the Board of Directors, may from time to time issue shares or any securities or instruments giving rights to Shares within the limits of the authorized share capital against contributions in cash, contributions in kind or by way of incorporation of available premium or 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 to proceed to such issuance while waiving, suppressing, or limiting 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.
5.3.    The issued and the authorised un-issued share capital of the Company may be increased or reduced one or several times by a resolution of the General Meeting of Shareholders adopted in compliance with the quorum and majority rules set by these Articles of Incorporation or, as the case may be, by law for any amendment of these Articles of Incorporation.
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5.4.    The Company may not issue fractional Shares. The Board of Directors shall be authorised at its discretion to provide for the payment of cash or the issuance of scrip in lieu of any fraction of a Share.
5.5.    The Company or its subsidiaries may proceed to the purchase or repurchase of its own Shares and may hold Shares in treasury, each time within the limits laid down by law.
5.6.    Any Share premium shall be freely distributable in accordance with the provision of these Articles.
Article 6.    Securities in registered form only
6.1.    Shares
6.1.1Shares of the Company are in registered form only.
6.1.2A register of Shares will be kept by the Company and will be available for inspection by any registered shareholder. Ownership of registered Shares will be established by inscription in the said register or in the event separate registrars have been appointed pursuant to Article 6.1.3, such separate register. Without prejudice to the conditions for transfer by book entry in the case provided for in Article 6.1.7 of the present Articles, a transfer of registered Shares shall be carried out by means of a declaration of transfer entered in the relevant register, dated and signed by the transferor and the transferee or by their duly authorised representatives. The Company may accept and enter in the relevant register a transfer on the basis of correspondence or other documents recording the agreement between the transferor and the transferee.
6.1.3The Company may appoint registrars in different jurisdictions who will each maintain a separate register for the registered shares entered therein and the holders of shares may elect to be entered in one of the registers and to be transferred from time to time from one register to another register. The Board of Directors may however impose transfer restrictions for Shares that are registered, listed, quoted, dealt in, or have been placed in certain jurisdictions in compliance with the requirements applicable therein. The transfer to the register kept at the Company's registered office may always be requested.
6.1.4Subject to the provisions of Article 6.1.7, the Company may consider the person in whose name the registered Shares are registered in the register(s) of Shareholders as the full owner of such registered Shares. The Company shall be completely free from any responsibility in dealing with such registered Shares towards third parties and shall be justified in considering any right, interest or claims of such third parties in or upon such registered shares to be non-existent, subject, however, to any right which such third party might have to demand the registration or change in registration of registered Shares. In the event that a holder of registered shares does not provide an address to which all notices or announcements from the Company may be sent, the Company may permit a notice to this effect to be entered into the register(s) of Shareholders and such holder's address will be deemed to be at the registered office of the Company or such other address as may be so entered by the Company from time to time, until a different address shall be provided to the Company by such holder. The holder may, at any time, change his address as entered in the register(s) of Shareholders by means of written notification to the Company or the relevant registrar.
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6.1.5The Board may decide that no entry shall be made in the register of Shareholders and no notice of a transfer shall be recognised by the Company or a registrar during the period starting on the fifth (5) business day before the date of a General Meeting and ending at the close of that General Meeting, unless the Board sets a shorter time limit.
6.1.6All communications and notices to be given to a registered Shareholder shall be deemed validly made to the latest address communicated by the Shareholder to the Company.
6.1.7Where Shares are recorded in the register of Shareholders on behalf of one or more persons in the name of a securities settlement system or the operator of such a system or in the name of a professional securities depositary or any other depositary (such systems, professionals or other depositaries being referred to hereinafter as "Depositaries") or of a sub-depositary designated by one or more Depositaries, the Company - subject to having received from the Depositary with whom those Shares are kept in account a certificate in proper form - will permit those persons to exercise the rights attaching to those Shares, including admission to and voting at General Meetings. The Board of Directors may determine the formal requirements with which such certificates must comply. Notwithstanding the foregoing, the Company will make dividend payments and any other payments in cash, Shares or other securities only to the Depositary or sub-depositary recorded in the register or in accordance with its instructions, and such payment will effect full discharge of the Company’s obligations.
6.1.8Upon the written request of a Shareholder, registered nominative Share certificate(s) recording the entry of such Shareholder in the register of Shareholders may be issued in such denominations as the Board of Directors shall prescribe to the requesting Shareholder and, in the case provided for in Article 6.1.7 of the present Articles and upon request, to the Depositaries or sub-depositaries recorded in the register(s). The certificates so issued shall be in such form and shall bear such legends and such numbers of identification as shall be determined by the Board of Directors. Such certificates shall be signed manually or by facsimile by two (2) Board Members. Lost, stolen or mutilated certificates will be replaced by the Company upon such evidence, undertakings and indemnities as may be deemed satisfactory to the Company, provided that mutilated share certificates shall be delivered before new certificates are remitted.
6.1.9The Shares are indivisible vis-à-vis the Company which will recognise only one holder per Share. In case a Share is held by more than one person, the persons claiming ownership of the Share will be required to name a single proxy to represent the Share vis-à-vis the Company. The Company has the right to suspend the exercise of all rights attached to such Share until one person has been so appointed. The same rule shall apply in the case of a conflict between an usufructuary and a bare owner or between a pledgor and a pledgee.
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6.2.Other Securities
6.2.1Securities (other than Shares which are covered by article 6.1) of the Company are in registered form only unless otherwise provided for in the terms and conditions of the Securities.
6.2.2The provisions of article 6.1 shall apply mutatis mutandis.
Article 7    Shareholder Rights / Obligations
7.1.Voting Rights
7.1.1Subject as set forth in the present Articles, each Share shall be entitled to one vote at all General Meetings of Shareholders.
7.2.Obligations
7.2.1Any 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.
7.2.2In 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.
7.2.3The provisions of Article 7.2 above shall not apply:
7.2.3.1to the Company itself in respect of shares directly or indirectly held in treasury;
7.2.3.2to 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,
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7.2.3.3to 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;
7.2.4    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.
PART III.    MANAGEMENT OF THE COMPANY
Article 8.    Management of the Company – Board of Directors
8.1.The Company shall be managed by a Board of Directors which is vested with the broadest powers to manage the business of the Company and to authorise and/or perform all acts of disposal, management and administration falling within the purposes of the Company.
8.2.All powers not expressly reserved by the law or by the Articles of the Company to the General Meeting shall be within the competence of the Board of Directors.
8.3.Except as otherwise provided herein or by law, the Board of Directors of the Company is authorised to take such action (by resolution or otherwise) and to adopt such provisions as shall be necessary, appropriate, convenient or deemed fit to implement the purpose of the Company.
Article 9.    Composition of the Board of Directors
9.1.The Company shall be managed by a Board of Directors composed of a minimum of three (3) Directors and a maximum of eleven (11) (unless otherwise provided for herein) who may but do not need to be Shareholders of the Company.
9.2.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. 1The Directors may be removed with or without cause (ad nutum) by the General Meeting of Shareholders by a simple majority vote of votes cast at a General Meeting of Shareholders. The Directors shall be eligible for re-election indefinitely.
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9.3.The Board of Directors must always include at least three (3) Directors which qualify as independent members of the Board of Directors.
9.4.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.
9.5.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.
Article 10.    Chairman
10.1The Board of Directors shall, to the extent required by law and otherwise may, appoint the chairman of the Board of Directors amongst its members (the “Chairman”). The Chairman shall preside over all meetings of the Board of Directors and of Shareholders including class meetings. In the absence of the Chairman of the Board, a chairman determined ad hoc, shall chair the relevant meeting.
10.2In case of a tie the Chairman (or any other Board member) shall not have a casting vote.
Article 11.    Board Proceedings
11.1    The Board of Directors shall meet upon call by (or on behalf of) the Chairman or any two Directors. The Board of Directors shall meet as often as required by the interest of the Company.
11.2Notice of any meeting of the Board of Directors must be given by letter, cable, telegram, telephone, facsimile transmission, telex or e-mail advice to each Director, two (2) days before the meeting, except in the case of an emergency, in which event a twenty four (24) hours notice shall be sufficient. No convening notice shall be required for meetings held pursuant to a schedule previously approved by the Board and communicated to all Board members. A meeting of the Board may also be validly held without convening notice to the extent the Directors present or represented do not object and those Directors not present or represented have waived the convening notice in writing, by fax or email.
11.3Meetings of the Board of Directors may be held physically or, in all circumstances, by way of conference call (or similar means of communication which permit the participants to communicate with each other).
11.4Any Director may act at any meeting of the Board of Directors by appointing in writing by letter or by cable, telegram, facsimile transmission or e-mail another Director as his proxy. A Director may represent more than one of the other Directors.
11.5The 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).
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11.6Any 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.
11.7Meetings of the Board of Directors may be validly held at any time and in all circumstances by means of telephonic conference call, videoconference or any other means, which permit the participants to communicate with each other. A Director attending in such manner shall be deemed present at the meeting for as long as he is connected.
11.8The Board of Directors may also in all circumstances with unanimous consent pass resolutions by circular means and written resolutions signed by all members of the Board will be as valid and effective as if passed at a meeting duly convened and held. Such signatures may appear on a single document or multiple copies of an identical resolution and may be evidenced by letters, cables, facsimile transmission, or e-mail.
11.9The minutes of any meeting 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 two (2) Directors (including at least one independent member of the Board of Directors) or as resolved at the relevant Board meeting or any subsequent Board meeting.
Article 12.    Delegation of power, committees, secretary
12.1The Board may delegate the daily management of the business of the Company, as well as the power to represent the Company in its day to day business, to individual Directors or other officers or agents of the Company (with power to sub-delegate). In addition the Board of Directors may delegate the daily management of the business of the Company, as well as the power to represent the Company in its day to day business to an executive or other committee as it deems fit. The Board of Directors shall determine the conditions of appointment and dismissal as well as the remuneration and powers of any person or persons so appointed.
12.2The Board of Directors may (but shall not be obliged to unless required by law) establish one or more committees (including without limitation an audit committee, a risk and commercial committee, a strategy committee, and a compensation committee) and for which it shall, if one or more of such committees are set up, appoint the members (who may be but do not need to be Board members), determine the purpose, powers and authorities as well as the procedures and such other rules as may be applicable thereto (subject as to the audit committee as set forth below).
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12.2.1. Audit Committee: in the case the Board of 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 of the members of the Audit Committee as the chairperson of the Audit Committee. The Audit Committee shall (a) assist the Board of Directors in fulfilling its oversight responsibilities relating to the integrity of the Company’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, the Company’s external auditors; (c) review and approve related party transactions (as defined under Item 7.B of Form 20-F promulgated by the United States Securities and Exchange Commission) (other 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 equivalent to the foregoing) to determine whether their terms are consistent with market conditions or are otherwise fair to the Company and its subsidiaries; and (d) perform such other duties imposed to it by the 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 fulfil its functions.
12.2.2Compensation Committee: in the case the Board of Directors decides to set up an compensation committee (the “Compensation Committee”), such Compensation Committee shall review and approve the compensation and benefits of the executive officers and other key employees of the Company and its group, and make recommendations to the Board of Directors regarding principles for compensation, performance evaluation, and retention strategies. The Compensation Committee (if any) shall be responsible for designing and administering the Company’s equity-based incentive plans of the Company and its group.
12.2.3Risk Committee: in the case the Board of Directors decides to set up a risk committee (the “Risk Committee”), such Risk Committee shall assist the Board of Directors in fulfilling its oversight responsibilities with regard to (i) evaluating the risks inherent in the business of the Company and its group and the control processes with respect to such risks; (ii) the assessment and review of credit, market, commercial, fiduciary, liquidity, reputational and operational risks; and (iii) to review the implementation of commercial decisions undertaken by the Company with respect of the foregoing.
12.2.4Strategy Committee: in the case the Board of Directors decides to set up a strategy committee (the “Strategy Committee”), such Strategy Committee shall assist the Board of Directors in fulfilling its oversight responsibilities with regard to (i) maintaining a cooperative, interactive strategic planning process with executive officers, including for (a) the identification, review and setting of strategic goals, and (b) the review of potential acquisitions, joint ventures and strategic alliances and dispositions; (ii) the making of recommendations as to the means of pursuing strategic goals; and (iii) the review and implementation of strategic decisions and the Company´s overall development plan.
12.3The Board of Directors may appoint a secretary of the Company who may but does not need to be a member of the Board of Directors and determine his responsibilities, powers and authorities.
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Article 13.    Binding Signature
The Company will be bound by the joint signature of any two (2) Directors or by the sole or joint signatures of any persons to whom such signatory power shall have been delegated by the Board of Directors. For the avoidance of doubt, for acts regarding the daily management of the Company the Company will be bound by the sole signature of the administrateur délégué ("Chief Executive Officer" or "CEO") or any person or persons to whom such signatory power shall be delegated by the Board of Directors.
Article 14.    Board Compensation. Indemnification
14.1The compensation of the Board of Directors will be decided by the General Meeting.
14.2The Directors are not held personally liable for the indebtedness or other obligations of the Company. As agents of the Company, they are responsible for the performance of their duties. Subject to the exceptions and limitations listed in article 14.3, every person who is, or has been, a Director or officer of the Company shall be indemnified by the Company to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding which he becomes involved as a party or otherwise by virtue of his being or having been such Director or officer and against amounts paid or incurred by him in the settlement thereof. The words "claim", "action", "suit" or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal or otherwise including appeals) actual or threatened and the words "liability" and "expenses" shall include without limitation attorneys' fees, costs, judgements, amounts paid in settlement and other liabilities.
14.3No indemnification shall be provided to any Director or officer:
14.3.1Against any liability to the Company or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;
14.3.2With respect to any matter as to which he shall have been finally adjudicated to have acted in bad faith and not in the interest of the Company; or
14.3.3In the event of a settlement, unless the settlement has been approved by a court of competent jurisdiction or by the Board of Directors.
14.4The right of indemnification herein provided shall be severable, shall not affect any other rights to which any Director or officer may now or hereafter be entitled, shall continue as to a person who has ceased to be such Director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which corporate personnel, including directors and officers, may be entitled by contract or otherwise under law.
14.5Expenses in connection with the preparation and representation of a defence of any claim, action, suit or proceeding of the character described in this Article shall be advanced by the Company prior to final disposition thereof upon receipt of any undertaking
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by or on behalf of the officer or director, to repay such amount if it is ultimately determined that he is not entitled to indemnification under this article.
Article 15.    Conflicts of Interest
15.1Subject to Article 11, no contract or other transaction between the Company and any other company or firm shall be affected or invalidated by the fact that any one or more of the Directors, member of any committee or officers of the Company is interested in, or is a director, associate, officer, agent, adviser or employee of such other company or firm. Any Director, member of any committee or officer who serves as a director, officer or employee or otherwise of any company or firm with which the Company shall contract or otherwise engage in business shall not, by reason of such affiliation with such other company or firm only, be prevented from considering and voting or acting upon any matters with respect to such contract or other business.
15.2In the event a Director or a member of any committee has a direct or indirect financial interest conflicting with that of the Company in a transaction which has to be considered by the Board of Directors or the committee, such Director or member of any committee shall indicate such conflict of interest to the Board or, as the case may be, the committee and shall not deliberate or vote on the relevant matter. Any conflict of interest arising at Board or at committee level shall be reported to respectively the next General Meeting of Shareholders or the Board of Directors’ meeting before any resolution as and to the extent required by law.
PART IV.    GENERAL MEETINGS OF SHAREHOLDERS
Article 16.    General Meetings of Shareholders
16.1Any regularly constituted General Meeting of Shareholders of the Company shall represent the entire body of Shareholders of the Company. It shall have the broadest powers to order, carry out or ratify acts relating to the operations of the Company.
16.2Bond holders are not entitled to attend the General Meeting.
16.3The annual general meeting of Shareholders as well as any other meetings of Shareholders shall be held in the Grand Duchy of Luxembourg at such place and time as indicated in the notice of the meeting.
16.4General Meetings shall be convened in accordance with the provisions of law and in the case the Shares of the Company are listed on a Regulated Market, in accordance with the publicity requirements of such Regulated Market applicable to the Company. If all of the Shareholders are present or represented at a general meeting of Shareholders, the General Meeting may be held without prior notice or publication.
16.5In case the shares of the Company are not listed in a any Regulated Market, all Shareholders recorded in the share register on the date of the General Meeting are entitled to be admitted in the General Meeting; provided, however, that in case the Shares of the Company are listed on a Regulated Market, the Board of Directors may determine a date preceding the General Meeting as the record date for admission to the General Meeting (the “Record Date”).
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16.6Where, in accordance with the provisions of Article 6.1.7 of the present Articles, Shares are recorded in the register(s) of Shareholders in the name of a Depositary or sub-depositary of the former, the certificates provided for in Article 6.1.7 must be received by the Company (or its agents as set forth in the convening notice) no later than the day preceding the fifth (5th) working day before the date of the General Meeting unless the Board fixes a different period. Such certificates must (unless otherwise required by applicable law) certify the fact that the Shares in the account shall be blocked until the close of the General Meeting. All proxies must be received by the Company (or its agents) by the same deadline provided that the Board of Directors may, if it deems so advisable amend these periods of time for all Shareholders and admit Shareholders (or their proxies) who have provided the appropriate documents to the Company (or its agents as aforesaid) to the General Meeting, irrespective of these time limits.
16.7The Board of Directors shall adopt all other regulations and rules concerning the attendance to the General Meeting, and availability of access cards, proxy forms and/or voting forms in order to enable Shareholders to exercise their right to vote.
16.8Any Shareholder may be represented at a General Meeting by appointing as his or her proxy another person, who need not be a Shareholder.
Article 17.    Majority and quorum at the General Meeting
17.1At any General Meeting of Shareholders other than a General Meeting convened for the purpose of amending the Company’s Articles of Incorporation or voting on resolutions whose adoption is subject to the quorum and majority requirements for amendments of the Articles of Incorporation, no presence quorum is required and resolutions shall be adopted, irrespective of the number of Shares represented, by a simple majority of votes validly cast.
17.2Subject to Article 17.3, at any extraordinary General Meeting of Shareholders for the purpose of amending the Company’s Articles of Incorporation or voting on resolutions whose adoption is subject to the quorum and majority requirements for amendments of the Articles of Incorporation, the quorum shall be at least one half of the issued share capital of the Company. If the said quorum is not present, a second Meeting may be convened at which there shall be no quorum requirement. In order for the proposed resolutions to be adopted at such a General Meeting, and save as otherwise provided by law or Article 17.3, a two thirds (2/3) majority of the votes validly cast at any such General Meeting.
17.3Any direct or indirect amendment of Article 7, Article 9.3, Article 11.6, Article 17.2, Article 23 and this Article 17.3 or any of the provisions thereof shall, in addition to the majority required by law, always be subject to a 90% majority of the outstanding voting rights in the Company.
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PART V.    AMENDMENT OF ARTICLES
Article 18.    Amendments of Articles
The Articles of Incorporation may be amended from time to time by a resolution of the General Meeting of Shareholders to the quorum and voting requirements provided by the laws of Luxembourg and as may otherwise be provided herein.
PART VI. ACCOUNTING YEAR, AUDITOR
Article 19.    Accounting Year
The accounting year of the Company shall begin on first of January and shall terminate on thirty-first of December of each year.
Article 20.    Auditor
The Company’s annual accounts shall be audited by one or more independent auditors, appointed by the General Meeting at the Board of Directors’ recommendation (or if so resolved by the Board of Directors, the recommendation of the Audit Committee, if any). The General Shareholders’ Meeting shall determine the number of independent auditors and the term of their office, which shall not exceed one (1) year. They may be reappointed and dismissed at any time by the General Shareholders’ Meeting at the Board of Directors’ recommendation (or if so resolved by the Board of Directors, the recommendation of the Audit Committee, if any).
PART VII.    DISTRIBUTIONS, WINDING UP
Article 21.    Distributions
21.1From the annual net profits of the Company, five per cent (5%) shall be allocated to an un- distributable reserve required by law. This allocation shall cease to be required as soon and as long as such reserve amounts to ten per cent (10%) of the issued share capital of the Company.
21.2The General Meeting of Shareholders, upon recommendation of the Board of Directors, will determine how the remainder of the annual net profits will be disposed of, including by way of stock dividend.
21.3Interim distributions may be declared and paid (including by way of staggered payments) by the Board of Directors subject to observing the terms and conditions provided by law either by way of a cash distribution or by way of an in kind distribution.
21.4In the event it is decided by the General Meeting, or in the case interim distributions declared by the Board, that a distribution be paid in Shares or other securities of the Company, the Board of Directors may exclude from such offer such Shareholders he deems necessary or advisable due to legal or practical problems in any territory or for any other reasons as the Board may determine.
Article 22.    Liquidation
22.1In the event of the dissolution of the Company for whatever reason or whatever time, the liquidation will be performed by liquidators or by the Board of Directors then in office who will be endowed with the powers provided by articles 144 et seq. of the Luxembourg law of 10th August 1915 on commercial companies. Once all debts, charges and
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liquidation expenses have been met, any balance resulting shall be paid to the holders of Shares in the Company in accordance with the provisions of these Articles.
PART VIII.    RESTRICTION ON SHAREHOLDER RIGHTS
Article 23.    Waiver and/or Suspension of Voting Rights
23.1A Shareholder may individually decide not to exercise and waive, temporarily or permanently, all or part of its voting rights and the exercise thereof. The waiving Shareholder is bound by such waiver.
23.2The Board may suspend the voting rights of any Shareholder that it determines (acting reasonably and in good faith) to be in breach of its obligations as described by the Articles, or any subscription, transaction, governance, shareholders or like agreement; and voting (and such other rights as provided for herein) rights shall be suspended by operation of the Articles as and to the extent provided for in these Articles. Such Board decision shall be taken by simple majority provided that such majority includes at least a majority of the independent members of the Board of Directors.
23.3    In case the exercise of the voting rights has been waived by one or several Shareholders or are suspended in accordance with the Articles, such Shareholders may attend any General Meeting of the Company but the Shares they hold are not taken into account for the determination of the conditions of quorum and majority to be complied with.
PART IX.    SOLE SHAREHOLDER, DEFINITIONS, APPLICABLE LAW
Article 24.    Sole Shareholder
If, and as long as one Shareholder holds all the Shares of the Company, the Company shall exist as a single Shareholder company pursuant to the provisions of Company Law. In the event the Company has only one Shareholder, the Company may at the option of the sole Shareholder, be managed by one Director as provided for by law and all provisions in the present Articles referring to the Board of Directors shall be deemed to refer to the sole Director (mutatis mutandis) who shall have all such powers as provided for by law and as set forth in the present Articles with respect to the Board of Directors.
Article 25.    Definitions
Affiliate
Means, in relation to a person or entity, a person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such person or entity. The term “Affiliated with” has a meaning correlative to the foregoing.
Articles or Articles of Incorporation
Means the present articles of incorporation of the Company as amended from time.
Board or Board of Directors
Means the Board of Directors (conseil d’administration) of the Company
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Candidate Number
Means the number of candidates for nomination as directors, rounded up to the next whole number, determined by multiplying: (i) the total number of Directors on the Company Board (giving effect to any increase in the size of the Company Board effected pursuant to Article 9.4)); by (ii) a fraction having a numerator equal to the aggregate number of Shares then beneficially owned by the relevant Shareholder (and evidenced to the Company), and having a denominator equal to the total number of Shares then issued and outstanding; provided that such number of candidates shall be reduced to the extent necessary to comply with Article 9.3.
Control
Means, in relation to a person or entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through ownership of voting securities, by contract or otherwise.
Director
Means a member of the Board of Directors or as the case may be, the sole Director of the Company.
General Meeting
Means the general meeting of Shareholders.
independent members
of the Board of
Directors
Means a Director who: (i) is not employed, and has not been employed within the five years immediately prior to the ordinary General Meeting at which the candidates to the Board of Directors will be voted upon, by the Company or any of its subsidiaries in an executive capacity; (ii) does not receive consulting, advisory or other compensatory fees from the Company or any of its subsidiaries (other than fees received as member of the Board of Directors or any committee thereof and fees received as member of the board of directors or other governing body, or any committee thereof, of any of the Company’s subsidiaries); (iii) does not Control the Company; (iv) has not (and does not Control a business entity that has) a material business relationship with the Company, any of its subsidiaries, or the person that directly or indirectly Controls the Company, if such material business relationship would be reasonably expected to adversely affect the director’s ability to properly discharge its duties; (v) does not Control, and is not, and has not been within the five-year period immediately prior to the ordinary shareholders’ meeting at which the candidates to the Board of Directors will be voted upon, employed by, a (present or former) internal or external auditor of the Company, any of its subsidiaries or the person that directly or indirectly Controls the Company; and (vi) is not a spouse, parent, sibling or relative up to the third degree of, and does not share a home with, any person above described from (i) to (iv).
Regulated Market
Means any official stock exchange or securities exchange market in the European Union, the United States of America or elsewhere
Shareholder
Means a duly registered holder of Shares of the Company.
Shares
Means the shares (actions) of the Company.
Article 26.    Applicable law
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For anything not dealt with in the present Articles of Incorporation, the Shareholders refer to the relevant legislation.

SUIT LA TRADUCTION FRANÇAISE DU TEXTE QUI PRÉCÈDE

FORME, DENOMINATION, DUREE, SIEGE SOCIAL
Article 1.    Forme, Dénomination
Il existe une société anonyme sous la dénomination Adecoagro S.A. (la « Société »).
Article 2.    Durée
La Société est constituée pour une durée illimitée. La Société peut être dissoute à tout moment par résolution des Actionnaires adoptée à la manière prévue pour une modification des présents Statuts.
Article 3.    Siège social
3.1Le siège social de la Société est établi dans la Ville de Luxembourg, Grand-Duché de Luxembourg. Il pourra être transféré en tout autre endroit du Grand-Duché de Luxembourg par décision de l’Assemblée Générale ou par décision du Conseil d’Administration auquel cas le Conseil d’Administration aura le pouvoir de modifier les Statuts en conséquence.
3.2Le siège social peut être transféré à l’intérieur de la municipalité par simple décision du Conseil d’Administration.
3.3La Société peut avoir des bureaux et des succursales tant au Luxembourg qu’à l’étranger.
3.4Lorsque le Conseil d’Administration estime que des événements extraordinaires d'ordre politique, économique ou social de nature à compromettre l'activité normale de la Société à son siège social, ou la communication aisée entre le siège social et l'étranger se sont produits ou sont imminents, il pourra transférer provisoirement le siège social à l'étranger jusqu'à cessation complète de ces circonstances anormales. Cette mesure provisoire n'aura toutefois aucun effet sur la nationalité de la Société qui, nonobstant le transfert temporaire de son siège social, restera une société luxembourgeoise. Ces mesures temporaires seront prises et notifiées à toute partie intéressée par le Conseil d’Administration.
PARTIE I.    OBJET SOCIAL
Article 4.    Objet social
4.1L’objet de la Société est de détenir des participations, sous quelque forme que ce soit, dans des sociétés luxembourgeoises et étrangères, ou dans toutes autres entités ou entreprises, l'acquisition par achat, souscription ou de toute autre manière de même que l'aliénation par vente, échange ou de toute autre manière d’actions, obligations, certificats de créance, billets et autres valeurs mobilières ou droits de toutes espèces, y compris des intérêts dans des sociétés de personnes, ainsi que la détention, l’acquisition, la disposition, l’investissement de quelque manière que ce soit dans le développement, la licence ou sous-licence de tous brevets ou autres droits de propriété intellectuelle de toute nature ou origine de même que la détention, l’administration, le développement et la gestion de son portefeuille. La Société peut exercer ses activités par l’intermédiaire de succursales à Luxembourg ou à l’étranger.
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4.2La Société peut emprunter sous toute forme et procéder par voie de placement privé ou public à l’émission d’obligations, obligations convertibles et certificats de créance ou à tout autre instrument ou titre qu’elle juge approprié.
4.3D’une manière générale, elle peut prêter assistance (par des prêts, avances, garanties, sûretés ou autrement) à des sociétés ou autres entreprises dans lesquelles la Société a un intérêt ou qui font partie du groupe de sociétés auquel appartient la Société ou toute autre entité que la Société juge appropriée (y compris horizontalement ou verticalement), prendre toutes mesures de contrôle, de gestion, d’administration et/ou de surveillance et effectuer toute opération qu’elle considère nécessaire ou utile à l’accomplissement et au développement de son objet social.
4.4Finalement, la Société peut effectuer toute opération commerciale, technique, financière ou autre, liée directement ou indirectement dans tous les domaines, afin de faciliter l’accomplissement de son objet social.
PARTIE II.    CAPITAL SOCIAL – ACTIONS
Article 5.    Capital social
1.1La Société a un capital social émis de deux cent vingt et un millions huit cent huit mille deux cent quarante et un dollars américains et cinquante centimes (221.808.241,50 USD) représenté par un total de cent quarante-sept millions huit cent soixante-douze mille cent soixante et une (147.872.161) Actions entièrement libérées, chacune ayant une valeur nominale d’un dollar américain et cinquante centimes (1,50 USD), assorties des droits et obligations énoncés dans les présents Statuts.
5.2 La Société a un capital social autorisé de trois milliards de dollars américains (3.000.000.000 USD), y compris le capital social émis, représenté par deux milliards (2.000.000.000) d’actions, d’une valeur nominale d’un dollar américain et cinquante centimes (1,50 USD) chacune. Le capital social autorisé de la Société (et toute autorisation conférée au Conseil d’Administration à cet égard) est valable du 29 octobre 2025 au 29 octobre 2030. Le Conseil d’Administration, ou tout (tous) délégué(s) dûment nommé(s) par le Conseil d’Administration, peut (peuvent) émettre de temps à autre des actions ou tout titre ou instrument donnant droit à des Actions dans les limites du capital social autorisé en contrepartie d’apports en numéraire, d’apports en nature ou par incorporation de primes ou réserves disponibles aux moments et selon les modalités et conditions, y compris celles relatives au prix d’émission, que le Conseil d’Administration ou son (ses) délégués peut (peuvent) décider à sa (leur) discrétion, et procéder à cette émission en renonçant, en supprimant ou en limitant les droits préférentiels de souscription des actionnaires prévus par la loi, dans la mesure où il juge cette renonciation, cette suppression ou cette limitation opportune pour une ou plusieurs émissions d’actions dans les limites du capital social autorisé.
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5.3    Le capital social émis et le capital social autorisé mais non-émis de la Société peuvent être augmentés ou réduits en une fois ou à plusieurs reprises par décision de l’Assemblée Générale des Actionnaires adoptée conformément aux règles de quorum et de majorité prévues par les présents Statuts ou, le cas échéant, par la loi en ce qui concerne la modification des présents Statuts.
5.4    La Société ne peut pas émettre des fractions d’Actions. Le Conseil d'Administration est autorisé, à sa discrétion, à procéder à des paiements en espèces ou à émettre des certificats en remplacement des fractions d'Actions.
5.5    La Société ou ses filiales pourront acheter ou racheter leurs propres Actions et pourront détenir des Actions en trésorerie, chaque fois dans les limites prévues par la loi.
5.6    Toute prime d’émission sera librement distribuable conformément aux dispositions des présents Statuts.
Article 6.    Titres sous forme nominative uniquement
1.1Actions
1.1.1Les actions de la Société sont uniquement sous forme nominative.
1.1.2Un registre des Actionnaires sera tenu par la Société et pourra être consulté par tout actionnaire nominatif. La propriété des Actions nominatives sera établie par inscription dans ledit registre ou, si des agents de registre séparés ont été nommés en vertu de l’Article 6.1.3, dans le registre approprié. Sans préjudice des conditions de transfert par une inscription telle que prévue à l’Article 6.1.7 des présents Statuts, un transfert d’Actions nominatives se fera au moyen d’une déclaration de transfert inscrite dans le registre approprié, datée et signée par le cédant et le cessionnaire ou par des personnes détenant les pouvoirs de représentation nécessaires pour agir à cet effet. La Société pourra accepter et inscrire dans le registre approprié un transfert sur la base d’une correspondance ou de tout autre document de transfert établissant les consentements du cédant et du cessionnaire.
1.1.3La Société peut nommer des agents de registre dans différentes juridictions qui tiendront chacun un registre séparé pour les actions nominatives y inscrites et les détenteurs d’actions pourront choisir d’être inscrits dans l’un des registres et d’être transférés de temps à autre d’un registre vers un autre registre. Le Conseil d’Administration peut toutefois imposer des restrictions de transfert pour les Actions inscrites, cotées, traitées ou placées dans certaines juridictions conformément aux exigences applicables dans ces juridictions. Le transfert vers le registre tenu au siège social de la Société peut toujours être demandé.
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1.1.4Sous réserve des dispositions de l’Article 6.1.7, la Société peut considérer la personne au nom de laquelle les Actions nominatives sont inscrites dans le(s) registre(s) des Actionnaires comme étant le propriétaire unique desdites Actions nominatives. La Société n’encourra aucune responsabilité lorsqu’elle traite avec de telles Actions nominatives à l’égard des tiers, et pourra considérer comme inexistants tous droits, intérêts ou demandes de ces tiers en rapport avec ces actions nominatives, sous réserve toutefois de tout droit qu’aurait ce tiers de requérir l’inscription ou la modification de l’inscription des Actions nominatives. Dans le cas où un détenteur d’actions nominatives ne fournit pas d’adresse à laquelle toutes les notifications et avis de la Société pourront être envoyés, la Société pourra inscrire ce fait dans le(s) registre(s) des Actionnaires et l’adresse de ce détenteur sera considérée comme étant au siège social de la Société ou une autre adresse que la Société pourra inscrire de temps à autre jusqu’à ce que ce détenteur ait fourni une adresse différente à la Société. Le détenteur peut, à tout moment, changer son adresse telle qu’elle figure dans le(s) registre(s) des Actionnaires au moyen d’une notification écrite à envoyer à la Société.
1.1.5Le Conseil d’Administration peut décider qu’aucune inscription ne soit faite dans le registre des Actionnaires et qu’aucune notification de transfert ne soit reconnue par la Société ou un agent de registre pendant la période qui commencera le cinquième (5) jour ouvrable avant le jour d’une Assemblée Générale et se terminera à la fin de l’Assemblée Générale, sauf si le Conseil fixe un délai plus court.
1.1.6Toutes les communications et notifications devant être envoyées à un Actionnaire nominatif sont considérées comme étant valables lorsqu’elles sont envoyées à la dernière adresse communiquée par l’Actionnaire à la Société.
1.1.7Lorsque des Actions sont inscrites dans le registre des Actionnaires pour le compte d’une ou plusieurs personnes au nom d’un système de compensation des titres ou de l’opérateur d’un tel système ou au nom d’un dépositaire de titres professionnel ou de tout autre dépositaire (ces systèmes, professionnels ou autres dépositaires étant désignés ci- après les « Dépositaires ») ou d’un sous-dépositaire désigné par un ou plusieurs Dépositaires, la Société - sous réserve d’avoir reçu du Dépositaire auprès duquel les Actions sont déposées un certificat en bonne et due forme - devra permettre à ces personnes d’exercer les droits attachés à ces Actions, y compris le droit d’assister et de voter aux assemblées générales. Le Conseil d’Administration peut décider de la forme que ces certificats devront revêtir. Nonobstant ce qui précède, la Société n’effectuera des paiements de dividendes ou tout autre paiement en numéraire, en actions ou autres titres qu’au Dépositaire ou sous-dépositaire inscrit dans le registre ou conformément à ses instructions, et ce paiement rendra la Société quitte et indemne de toute obligation.
1.1.8Sur la demande écrite d’un Actionnaire, un(des) certificat(s) d’Actions nominatives établissant l’inscription de cet Actionnaire dans le registre des Actionnaires peut(peuvent) être émis dans les dénominations que le Conseil d’Administration déterminera à l’Actionnaire qui en fait la demande et, dans le cas prévu à l’Article 6.1.7 des présents Statuts, et sur demande, aux Dépositaires ou sous-dépositaires inscrits dans le(s) registre(s). Les certificats ainsi émis auront la forme et porteront les légendes et les numéros d’identification que le Conseil d’Administration déterminera. Ces certificats seront signés manuellement ou par télécopie par deux (2) Membres du Conseil. Les certificats perdus, volés ou endommagés seront remplacés par la Société sur présentation des preuves, engagements ou indemnisations jugés satisfaisants par la Société, à condition que les certificats d’Actions endommagés soient remis à la Société avant que les nouveaux certificats ne soient émis.
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1.1.9Les Actions sont indivisibles à l’égard de la Société qui ne reconnaîtra qu’un seul détenteur par Action. Lorsqu’une Action est détenue par plus d’une personne, les personnes qui prétendent être propriétaires de ladite Action devront désigner une seule personne pour représenter l’Action à l’égard de la Société. La Société pourra suspendre l’exercice de tous les droits attachés à cette Action jusqu’à ce qu’une seule personne ait été désignée ainsi. La même règle s’appliquera en cas de conflit entre un usufruitier et un nu-propriétaire ou entre un créancier gagiste et un débiteur gagiste.
1.2Autres Titres
6.2.1Les Titres (autres que les Actions telles que couvertes par l’article 6.1) de la Société sont sous forme nominative uniquement à moins qu’il n’en soit disposé autrement dans les termes et condition des Titres.
6.2.2Les dispositions de l’article 6.1 s’appliquent mutatis mutandis.
Article 7.    Droits/obligations des Actionnaires
7.1    Droits de vote
7.1.1    Sous réserve des dispositions des présents Statuts, chaque Action donne droit à une voix à toutes les Assemblées Générales des Actionnaires.
1.2Obligations
7.2.1    Toute personne ou groupe de personnes agissant de concert détenant ou acquérant quatre-vingts pour cent (80 %) ou plus des Actions en circulation ou des droits de vote dans la Société (y compris à la suite d’un rachat d’Actions ou d’autres titres de la Société par (directement ou indirectement) la Société ou ses filiales), est tenu(e) de faire ou de faire faire, dans chaque pays où les titres de la Société sont admis à la négociation sur un Marché Réglementé et dans chacun des pays où la Société a procédé à une offre au public de ses actions, une offre publique inconditionnelle d’achat en numéraire de toutes les Actions en circulation et de tous les titres donnant accès à des Actions, liés au capital social ou dont les droits dépendent des bénéfices de la Société (ci-après, collectivement, les « titres liés au capital »), que ces titres aient été émis par la Société ou par des entités contrôlées ou établies par elle ou par des membres de son groupe. Chacune de ces offres au public doit être réalisée conformément aux dispositions légales et réglementaires applicables aux offres au public dans chaque pays concerné.
7.2.2    En tout état de cause, le prix doit être juste et équitable et, afin de garantir l’égalité de traitement des actionnaires et des détenteurs de titres liés au capital de la Société, lesdites offres au public doivent être faites à un prix identique ou sur la base d’un prix identique, qui doit être justifié par un rapport établi par un organisme financier de premier rang désigné par la Société, dont les honoraires et frais doivent être avancés par la personne soumise à l’obligation prévue au premier alinéa du présent article 7.2.
1.2.3Les dispositions de l’article 7.2 ci-dessus ne s’appliquent pas :
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7.2.3.1    à la Société elle-même, à l’égard des actions détenues directement ou indirectement en propre ;
7.2.3.2    à un dépositaire commun ou central des Actions aux fins de la cotation ou de la négociation des Actions ; agissant en cette qualité, à condition que ledit dépositaire ne puisse exercer le droit de vote attaché à ces Actions que s’il a reçu des instructions du bénéficiaire (effectif) des Actions, les dispositions de l’article 7.2 s’appliquant alors au bénéficiaire (effectif) des Actions,
7.2.3.3    à l’acquisition des Actions résultant d’une offre au public visant l’acquisition de la totalité des Actions de la Société et de la totalité des titres liés au capital ;
7.2.4    Les droits de vote sont calculés sur la base de l’ensemble des Actions en circulation auxquelles sont attachés des droits de vote, même si l’exercice de ces droits de vote est suspendu.
PARTIE III.    ADMINISTRATION DE LA SOCIETE
Article 8.    Administration de la Société – Conseil d’Administration
8.1La Société sera administrée par un Conseil d’Administration qui aura les pouvoirs les plus étendus pour gérer les affaires de la Société et pour autoriser et/ou exécuter tout acte de disposition, de gestion ou d’administration dans les limites des objets de la Société.
8.2Tous les pouvoirs non expressément réservés par la loi ou par les Statuts de la Société à l'Assemblée Générale sont de la compétence du Conseil d’Administration.
8.3Sauf disposition contraire de la loi ou des présents Statuts, le Conseil d’Administration de la Société est autorisé à prendre toute action (par voie de résolution ou autrement) et à adopter toutes les dispositions nécessaires, appropriées, adéquates ou jugées appropriées afin d’accomplir l’objet de la Société.
Article 9.    Composition du Conseil d’Administration
9.1La Société est administrée par un Conseil d’Administration composé de trois (3) Administrateurs au moins et d’un maximum de onze (11) (sauf disposition contraire des présents Statuts) qui peuvent mais n'ont pas besoin d'être des Actionnaires de la Société.
9.2Les Administrateurs sont élus par l’Assemblée Générale des Actionnaires pour un terme ne pouvant excéder trois (3) ans ; étant entendu toutefois que les Administrateurs sont élus sur une base échelonnée, un tiers (1/3) des Administrateurs étant élus chaque année, et étant entendu également que ce terme de trois ans peut être prolongé pour une durée se terminant à l’Assemblée Générale annuelle qui se tiendra le troisième anniversaire suivant sa nomination. Les Administrateurs peuvent être révoqués avec ou sans cause (ad nutum) par l’Assemblée Générale des Actionnaires à la majorité simple des voix exprimées lors d’une Assemblée Générale des Actionnaires. Les Administrateurs seront rééligibles.
9.3    Le Conseil d’Administration doit toujours être composé d’au moins trois (3) Administrateurs qui sont des membres indépendants du Conseil d’Administration.
9.4 Tout Actionnaire (autre que la Société à l’égard des actions propres ou un dépositaire commun) détenant ou contrôlant plus de cinquante pour cent (50 %) des Actions en circulation a le droit (mais non l’obligation) de proposer des candidats en vue de leur nomination au Conseil d’Administration, jusqu’à concurrence du Nombre de Candidats.
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9.5    En cas de vacance d’un poste d’Administrateur pour cause de décès, de retraite, de démission, de révocation ou toute autre cause, les Administrateurs restants pourront pourvoir au remplacement du poste devenu vacant et élire un successeur conformément à la loi applicable et aux Statuts. 
Article 10.    Président
10.1Le Conseil d’Administration doit, dans la mesure requise par la loi et dans les autres cas, peut, nommer le président du Conseil d’Administration parmi ses membres (le « Président »). Le Président présidera toutes les réunions du Conseil d’Administration et toutes les assemblées des Actionnaires, y compris les assemblées de classe. En son absence, un président ad hoc présidera l’assemblée concernée.
10.2En cas d’une parité des votes, le Président (ou tout autre Membre du Conseil) n’aura pas de voix prépondérante.
Article 11.    Procédures au sein du Conseil
11.1Le Conseil d’Administration se réunira sur convocation (ou pour le compte) du Président ou de deux Administrateurs, quels qu’ils soient. Le Conseil d’Administration se réunira aussi souvent que les intérêts de la Société l’exigent.
11.2Avis écrit de toute réunion du Conseil d’Administration sera donné par lettre, câble, télégramme, téléphone, télécopie, télex ou email à chaque Administrateur deux (2) jours avant la date prévue pour la réunion, sauf s'il y a urgence, auquel cas un préavis de vingt-quatre (24) heures sera suffisant. Une convocation spéciale ne sera pas requise pour des réunions se tenant conformément à un échéancier préalablement adopté par le Conseil et communiqué à tous les membres du Conseil. Une réunion du Conseil peut aussi valablement être tenue sans convocation dans la mesure où les Administrateurs présents ou représentés ne s’y opposent pas et que les Administrateurs qui ne sont pas présents ni représentés, ont renoncé à la convocation par écrit par voie de télécopie ou email.
11.3Les réunions du Conseil d’Administration peuvent se tenir physiquement ou, en toutes circonstances, par voie de conférence téléphonique (ou d’autres moyens de communication similaires permettant aux participants de communiquer entre eux).
11.4Tout Administrateur peut se faire représenter à toute réunion du Conseil d’Administration en désignant par écrit, par lettre ou par câble, télégramme, télécopie ou email un autre Administrateur comme son mandataire. Un Administrateur peut représenter plus d’un de ses collègues.
11.5Le Conseil d’Administration peut délibérer et agir valablement si la majorité des membres du Conseil (pouvant voter) sont présents ou représentés. Sous réserve des articles 11.6 et 23, les décisions sont prises à la majorité simple des voix valablement exprimées des membres du Conseil présents ou représentés (et pouvant voter).
11.6Toute transaction entre parties liées (telles que définies au point 7.B du formulaire 20-F promulgué par la Securities and Exchange Commission des États-Unis) doit être soumise à l’autorisation préalable du Conseil statuant à la majorité simple, à condition que cette majorité comprenne au moins la majorité des membres indépendants du Conseil d’Administration.
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11.7Les réunions du Conseil d’Administration peuvent se tenir valablement à tout moment et en toutes circonstances par voie de conférence téléphonique, vidéoconférence ou tout autre moyen de communication permettant aux participants de communiquer entre eux. Un Administrateur participant par l’un de ces moyens est considéré présent à la réunion aussi longtemps qu’il est connecté.
11.8Le Conseil d’Administration peut également, en toutes circonstances et avec l'assentiment unanime, prendre des résolutions par voie circulaire et les résolutions écrites signées par tous les membres du Conseil seront aussi valables et effectives que si elles étaient passées lors d'une réunion régulièrement convoquée et tenue. Ces signatures peuvent apparaître sur un seul document ou plusieurs copies de la même résolution et seront établies par lettre, câble, télécopie ou email.
11.9Les procès-verbaux de toute réunion du Conseil d’Administration (ou copies ou extraits de ces procès-verbaux destinés à servir en justice ou ailleurs) doivent être signés par le président du Conseil, le président de la réunion en question ou par deux (2) Administrateurs (dont au moins un membre indépendant du Conseil d’Administration) ou tel que décidé lors de la réunion du Conseil concernée ou lors d’une réunion du Conseil subséquente.
Article 12.    Délégation de pouvoirs, comités, secrétaire
12.1Le Conseil peut déléguer la gestion journalière des affaires de la Société de même que le pouvoir de représenter la Société dans ses affaires journalières à des Administrateurs individuels ou à d’autres fondés de pouvoirs ou agents de la Société (avec le pouvoir de sous-déléguer). En outre, le Conseil d’Administration peut déléguer la gestion journalière des affaires de la Société de même que le pouvoir de représenter la Société dans ses affaires journalières à un comité exécutif tel qu’il le juge approprié. Le Conseil d’Administration déterminera les conditions de nomination et de révocation de même que la rémunération et les pouvoirs de la personne ou des personnes ainsi nommée(s).
12.2Le Conseil d’Administration peut (mais ne doit pas à moins que la loi ne le requière) établir un ou plusieurs comités (y compris, sans limitation, un comité d’audit, un comité commercial et des risques, un comité de la stratégie et un comité de rémunération) et pour lesquels il doit, si un ou plusieurs comités sont établis, nommer les membres (qui peuvent mais ne doivent pas être membres du Conseil), déterminer l’objet, les pouvoirs et les compétences ainsi que les procédures et toutes autres règles qui peuvent être applicables à ce(s) comité(s) (sous réserve du comité d’audit tel que prévu ci-après).
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12.2.1Comité d’Audit : si le Conseil d’Administration décide d’établir un comité d’audit, (le « Comité d’Audit »), ce Comité d’Audit sera composé d’au moins trois (3) membres et le Conseil d’Administration désignera un des membres du Comité d’Audit comme président du Comité d’Audit. Le Comité d’Audit (a) assistera le Conseil d’Administration dans ses tâches de surveillance relatives à l’intégrité des comptes de la Société, y compris en établissant des rapports périodiques au Conseil d’Administration sur ses activités et l’adéquation des systèmes de contrôle internes de la Société des rapports financiers : (b) fera des recommandations quant à la nomination, la rémunération, la fidélisation et la surveillance et examinera l’indépendance des réviseurs externes de la Société ; (c) reverra et approuvera les transactions entre parties liées (telles que définies au point 7.B du formulaire 20-F promulgué par la Securities and Exchange Commission des États-Unis) (autres que les transactions qui ont été revues et approuvées par les membres indépendants du Conseil d’Administration (le cas échéant) ou autre organe de direction de toute filiale de la Société ou par toute autre procédure que le Conseil d’Administration peut juger substantiellement équivalente à ce qui précède) afin de déterminer si leurs termes sont conformes aux conditions du marché ou autrement équitables pour la Société et ses filiales ; et (d) remplira toute obligation imposée à la Société par les lois et réglementations du(s) Marché(s) Réglementé(s) sur lequel(lesquels) les actions de la Société sont cotées de même que toute autre responsabilité que le Conseil d’Administration lui délèguera. Le Conseil d’Administration fournira au Comité d’Audit toutes les ressources et tous les pouvoirs nécessaires pour remplir ses fonctions.
12.2.2Comité de Rémunération : si le Conseil d’Administration décide d’établir un comité de rémunération (le « Comité de Rémunération »), ce Comité de Rémunération devra revoir et approuver les rémunérations et les avantages des dirigeants et autres employés importants de la Société et de son groupe, et faire des recommandations au Conseil d’Administration quant aux principes de rémunération, d’évaluation des performances et des stratégies de fidélisation. Le Comité de Rémunération (le cas échéant) sera responsable de la mise en place et de l’administration des plans d’incitation en actions de la Société et de son groupe.
12.2.3Comité des Risques: si le Conseil d’Administration décide d’établir un comité des risques (le « Comité des Risques »), ce Comité des Risques assistera le Conseil d’Administration dans ses tâches de surveillance afin (i) d’évaluer les risques inhérents aux activités de la Société et de son groupe et les processus de contrôle en relation avec ces risques ; (ii) d’évaluer et revoir les risques de crédit, de marché, commerciaux, fiduciaires, de liquidités, de réputation et de fonctionnement ; et (iii) de revoir la mise en place de décisions commerciales prises par la Société en relation avec ce qui précède.
12.2.4Comité de la Stratégie : si le Conseil d’Administration décide d’établir un comité de la stratégie (le « Comité de la Stratégie »), ce Comité de la Stratégie assistera le Conseil d’Administration dans ses tâches de surveillance afin de (i) maintenir une relation de coopération stratégique et interactive avec les dirigeants, y compris pour (a) l’identification, la revue et la mise en place d’objectifs stratégiques et (b) la revue d’acquisitions potentielles, de partenariats et d’alliances stratégiques, et désinvestissements, (ii) faire des recommandations quant aux moyens de poursuivre les objectifs stratégiques et (iii) revoir et mettre en place les décisions stratégiques ainsi que le plan global de développement de la Société.
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12.3    Le Conseil d’Administration peut nommer un secrétaire de la Société qui peut mais ne doit pas être un membre du Conseil d’Administration et déterminer ses responsabilités, pouvoirs et compétences.
Article 13.    Signatures autorisées
La Société sera engagée par la signature conjointe de deux (2) Administrateurs ou par les signatures conjointes ou individuelles de toutes personnes à qui de tels pouvoirs de signature auront été délégués par le Conseil d’Administration. Afin d’éviter tout doute, pour les matières se rapportant à la délégation journalière de la Société, la Société sera engagée par la signature individuelle de l’administrateur délégué (« Chief Executive Officer » ou « CEO ») ou de toute personne ou toutes personnes à qui de tels pouvoirs de signature auront été délégués par le Conseil d’Administration.
Article 14.    Rémunération et Indemnisation du Conseil
14.1La rémunération du Conseil d’Administration sera décidée par l’Assemblée Générale.
14.2Les Administrateurs ne seront pas personnellement tenus responsables pour les dettes de la Société. En tant que mandataires de la Société, ils sont responsables de l'exécution de leurs mandats. Sous réserve des exceptions et limitations prévues à l'article 14.3, toute personne qui est, ou a été, un Administrateur ou un fondé de pouvoir de la Société sera indemnisée par la Société dans la mesure la plus large permise par la loi pour les dettes et toutes les dépenses raisonnablement supportées ou payées par celui-ci en relation avec une prétention, action, poursuite ou procédure judiciaire dans laquelle il est impliqué en tant que partie ou autrement en vertu du fait qu'il soit ou ait été Administrateur ou fondé de pouvoir, et pour tous les montants qu'il aurait payés ou supportés afin de régler les faits mentionnés ci-dessus. Les termes "prétention", "action", "poursuite" ou "procédure judiciaire" s'appliqueront à toute prétention, action, poursuite ou procédure judiciaire (civiles, pénales ou autres, y compris les appels) actuels ou possibles et les termes "responsabilité" et "dépenses" incluront sans limitation les honoraires d'avocat, les coûts, jugements, montants payés en vertu d'une transaction et autres montants.
14.3    Aucune indemnisation ne sera due à un Administrateur ou à un fondé de pouvoir:
14.3.1    En cas de mise en cause de sa responsabilité vis-à-vis de la Société ou de ses Actionnaires en raison d'un abus de pouvoir, de mauvaise foi, de négligence grave ou d'imprudence extrême dans l'accomplissement des devoirs découlant de sa fonction;
14.3.2    Pour toute affaire dans le cadre de laquelle il serait finalement condamné pour avoir agi de mauvaise foi et non dans l'intérêt de la Société; ou
14.3.3    En cas de transaction, à moins que la transaction n'ait été approuvée par une cour d'une juridiction compétente ou par le Conseil d’Administration.
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14.4    Le droit à indemnisation, tel que défini dans le présent article, sera individuel et n'exclura pas d'autres droits présents ou futurs dans le chef de pareil Administrateur ou fondé de pouvoir, il persistera en faveur des personnes ayant cessé d'être Administrateur ou fondé de pouvoir de la Société et passera à leurs héritiers, exécuteurs testamentaires ou administrateurs. Les présentes dispositions n'affecteront en rien le droit à indemnisation pouvant appartenir aux autres membres du personnel de la Société, y compris les administrateurs et fondé de pouvoir, en vertu d'un contrat ou de la loi.
14.5    Les dépenses supportées en relation avec la préparation d'une défense et la représentation dans le cadre d'une prétention, action, poursuite ou procédure judiciaire telles que décrites dans cet article seront avancées par la Société avant toute décision finale sur la question de savoir qui supportera ces dépenses, moyennant l'engagement par ou pour compte du fondé de pouvoir ou l’Administrateur de rembourser ce montant s'il est finalement décidé qu'il n'aurait pas eu droit à une indemnisation conformément au présent article.
Article 15.    Conflits d'intérêts
15.1Sous réserve de l’article 11, aucun contrat ou autre transaction entre la Société et une quelconque autre société ou entité ne seront affectés ou invalidés par le fait qu’un ou plusieurs Administrateurs, membres d’un comité ou fondés de pouvoir de la Société aurai(en)t un intérêt dans, ou est administrateur, associé, fondé de pouvoir, agent, conseil ou employé d’une telle autre société ou entité. Tout Administrateur, membre d’un comité ou fondé de pouvoir de la Société, qui est administrateur, fondé de pouvoir, employé ou autre d’une société ou entité avec laquelle la Société contracterait ou s’engagerait autrement en affaires, ne pourra, en raison de sa position dans cette autre société ou entité, être empêché de délibérer, de voter ou d’agir en relation avec un tel contrat ou autre affaire. 
15.2Dans le cas où un Administrateur ou un membre d’un comité de la Société a un intérêt personnel direct ou indirect patrimonial opposé à celui de la Société dans une transaction devant être considérée par le Conseil d’Administration ou le comité pertinent, cet Administrateur ou membre de comité devra informer le Conseil ou, le cas échéant, le comité pertinent de ce conflit d’intérêts et il ne prendra pas part aux délibérations et au vote sur cette affaire. Tout conflit d’intérêt émergeant au niveau du Conseil ou d’un comité devra être rapporté respectivement à la prochaine Assemblée Générale des Actionnaires ou à la prochaine réunion du Conseil d’Administration avant toute résolution et dans la mesure requise par la loi.
PARTIE IV.    ASSEMBLEES GENERLALES DES ACTIONNAIRES
Article 16.    Assemblées des Actionnaires – Assemblée Générale Annuelle
16.1Toute Assemblée Générale des Actionnaires de la Société régulièrement constituée représentera l'ensemble des Actionnaires de la Société. Elle aura les pouvoirs les plus étendus afin d'ordonner, d’effectuer ou de ratifier les actes relatifs à toutes les opérations de la Société.
16.2Les obligataires ne sont pas autorisés à participer à l’Assemblée Générale.
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16.3L'assemblée générale annuelle des Actionnaires ainsi que toute autre Assemblée Générale se tiendra au Grand-Duché de Luxembourg à tout endroit et date indiqué dans la convocation de ladite assemblée.
16.4Les Assemblées Générales sont convoquées conformément aux dispositions de la loi et si les Actions de la Société sont cotées sur un Marché Réglementé, conformément aux règles de publicité de ce Marché Réglementé imposables à la Société. Si tous les Actionnaires sont présents ou représentés à une Assemblée Générale des Actionnaires, l’Assemblée Générale peut se tenir sans convocation ni publication préalables.
16.5Si les actions de la Société ne sont pas cotées sur un Marché Réglementé, tous les Actionnaires inscrits dans le registre des actionnaires le jour de l’Assemblée Générale pourront être admis à l’Assemblée Générale ; étant entendu toutefois que si les Actions de la Société sont cotées sur un Marché Réglementé, le Conseil d’Administration peut fixer une date avant l’Assemblée Générale comme étant la date d’inscription pour être admis à l’Assemblée Générale (la « Date d’Inscription »).
16.6Si, conformément aux dispositions de l’Article 6.1.7 des présents Statuts, les Actions sont inscrites dans le(s) registre(s) des Actionnaires au nom d’un Dépositaire ou sous-dépositaire de ce dernier, les certificats prévus à l’Article 6.1.7 devront être reçus par la Société (ou ses agents indiqués dans l’avis de convocation) au plus tard le jour précédant le cinquième (5e) jour ouvrable avant le jour de l’Assemblée Générale à moins que le Conseil ne détermine un délai différent. Ces certificats (sauf disposition contraire de la loi) devront spécifier que les Actions en compte seront bloquées jusqu’à la clôture de l’Assemblée Générale. La Société (ou ses agents) devra recevoir toutes les procurations dans le même délai et le Conseil d’Administration peut, s’il le juge nécessaire, modifier ce délai pour tous les Actionnaires et admettre les Actionnaires (ou leurs mandataires) qui ont remis les documents appropriés à la Société (ou ses agents, tel que mentionné ci-avant) à l’Assemblée Générale, sans tenir compte de ces délais.
16.7Le Conseil d’Administration peut adopter toutes autres réglementations et règles concernant la participation à une Assemblée Générale, de même que la mise à disposition de cartes d’accès, de formulaires de procuration et/ou bulletins de vote afin de permettre aux Actionnaires d’exercer leurs droits de vote.
16.8Tout Actionnaire peut être représenté à une Assemblée Générale en désignant comme son mandataire une autre personne, qui n’a pas besoin d’être un Actionnaire.
Article 17.    Majorité et quorum aux Assemblées Générales
17.1Lors de toute Assemblée Générale des Actionnaires autre qu’une Assemblée Générale convoquée dans le but de modifier les Statuts de la Société, ou pour voter sur des résolutions dont l’adoption est soumise aux règles de quorum et de majorité requises comme en matière de modification de Statuts, un quorum de présence n’est pas requis et les résolutions seront adoptées indépendamment du nombre d’Actions représentées, à la majorité simple des voix valablement exprimées.
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17.2Sous réserve de l’article 17.3, lors de toute Assemblée Générale extraordinaire des Actionnaires autre qu’une Assemblée Générale convoquée dans le but de modifier les Statuts de la Société, ou pour voter sur des résolutions dont l’adoption est soumise aux règles de quorum et de majorité requises comme en matière de modification de Statuts, le quorum sera d’au moins la moitié du capital social émis de la Société. Si ledit quorum n’est pas réuni, une seconde Assemblée peut être convoquée pour laquelle il n’y aura pas d’exigence de quorum. Pour que les résolutions proposées soient adoptées lors d’une telle Assemblée Générale, et sauf disposition contraire de la loi ou de l’article 17.3, une majorité des deux tiers (2/3) des voix valablement exprimées est requise.
17.3Toute modification directe ou indirecte de l’article 7, de l’article 9.3, de l’article 11.6, de l’article 17.2, de l’article 23 et du présent article 17.3 ou de l’une de leurs dispositions doit, en plus de la majorité requise par la loi, toujours être soumise à une majorité de 90 % des droits de vote en circulation dans la Société.
PARTIE V.    MODIFICATIONS STATUTAIRES
Article 18.    Modifications statutaires
Les présents Statuts pourront être modifiés de temps à autre sur décision de l'Assemblée Générale des Actionnaires dans les conditions de quorum et de majorité requises par la loi luxembourgeoise et tel que prévu par les présents Statuts.
PARTIE VI.    EXERCICE SOCIAL ET AUDIT
Article 19.    Exercice social
L'exercice social de la Société commencera le premier janvier et se terminera le trente et un décembre de chaque année.
Article 20.    Commissaire aux comptes
Les comptes annuels de la Société sont surveillés par un ou plusieurs commissaire(s) aux comptes, nommé(s) par l’Assemblée Générale sur recommandation du Conseil d’Administration (ou, si le Conseil d’Administration le décide, sur recommandation du Comité d’Audit, le cas échéant). L’Assemblée Générale des Actionnaires déterminera le nombre de commissaires aux comptes et la durée de leur mandat, lequel ne pourra pas excéder un (1) an. Ils sont rééligibles et révocables à tout moment par l’Assemblée Générale des Actionnaires sur recommandation du Conseil d’Administration (ou, si le Conseil d’Administration le décide, sur recommandation du Comité d’Audit, le cas échéant).
PARTIE VII.    DISTRIBUTIONS, LIQUIDATION
Article 21.    Distributions
21.1Il sera prélevé sur le bénéfice net annuel de la Société cinq pour cent (5%) qui seront affectés à la réserve légale, comme requis par la loi. Ce prélèvement cessera d’être obligatoire lorsque, et aussi longtemps que, la réserve légale aura atteint dix pour cent (10%) du capital social émis de la Société.
21.2L’Assemblée Générale des Actionnaires décidera, sur recommandation du Conseil d’Administration, de l'affectation du solde des bénéfices annuels nets, y compris par voie de distribution de dividendes sous forme d’actions.
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21.3Des dividendes intérimaires peuvent être déclarés et payés (y compris de manière échelonnée) par le Conseil d’Administration à condition de respecter les termes et conditions fixés par la loi, soit au moyen d’un dividende en espèces ou au moyen d’un dividende en nature.
21.4S’il est décidé, par décision de l’Assemblée Générale ou en cas de déclaration de dividendes intérimaires par le Conseil d’Administration, qu’une distribution soit payée en Actions ou autres titres de la Société, le Conseil d’Administration peut exclure de cette offre les Actionnaires qu’il juge nécessaires ou appropriés eu égard aux problèmes d’ordre pratique ou juridique dans un territoire ou pour toute autre raison que le Conseil peut déterminer.
Article 22.    Liquidation
22.1Dans le cas où la Société est dissoute, pour quelques raison et moment que ce soit, la liquidation sera effectuée par les soins des liquidateurs ou du Conseil d’Administration alors en fonction qui auront les pouvoirs prévus par les articles 144 et suivants de la loi du 10 août 1915 sur les sociétés commerciales. Une fois toutes les dettes, charges et dépenses de liquidation réglées, tout solde en résultant sera versé aux détenteurs d’Actions de la Société conformément aux dispositions des présents Statuts.
PARTIE VIII.    RESTRICTION DES DROITS DES ACTIONNAIRES
Article 23    Renonciation aux droits de vote et suspension de ceux-ci
1.1Un Actionnaire peut décider, à titre personnel, de ne pas exercer et de renoncer, temporairement ou définitivement, à tout ou partie de ses droits de vote et à leur exercice. Une telle renonciation lie l’Actionnaire renonçant.
1.2Le Conseil peut suspendre les droits de vote de tout Actionnaire qu’il estime (de manière raisonnable et de bonne foi) avoir manqué à ses obligations telles que décrites dans les Statuts, ou tout contrat de souscription, convention de transaction, accord de gouvernance, pacte d’actionnaires ou accord similaire ; et les droits de vote (et les autres droits prévus aux présents Statuts) seront suspendus par application des dispositions des présents Statuts, dans la mesure prévue par ceux-ci. La décision du Conseil sera prise à la majorité simple, à condition que cette majorité comprenne au moins la majorité des membres indépendants du Conseil d’Administration.
23.3    En cas de renonciation à l’exercice des droits de vote par un ou plusieurs Actionnaires ou de suspension de ces droits conformément aux Statuts, lesdits Actionnaires peuvent assister à toute Assemblée Générale de la Société, mais les Actions qu’ils détiennent ne sont pas prises en compte pour la déterminer les conditions de quorum et de majorité à respecter. 
PARTIE IX.    ACTIONNAIRE UNIQUE, DEFINITIONS ET LOI APPLICABLE
Article 24.    Actionnaire Unique
Si, et aussi longtemps qu’un seul Actionnaire réunit toutes les Actions de la Société entre ses seules mains, la Société sera une société unipersonnelle au sens de la Loi sur les Sociétés Commerciales.
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Si la Société a un seul Actionnaire, la Société peut, au choix de l’Actionnaire unique, être administrée par un Administrateur tel que prévu par la loi et toutes les dispositions des présents Statuts qui se réfèrent au Conseil d’Administration seront censées se référer à l’Administrateur unique (mutatis mutandis), qui aura les pouvoirs prescrits par la loi et ceux prévus dans les présents Statuts en relation avec le Conseil d’Administration.
Article 25.    Définitions
Actionnaire
Signifie toute personne dûment inscrite comme détenteur d’Actions de la Société.
Actions
Signifie les actions de la Société.
Administrateur
Signifie un membre du Conseil d’Administration ou, le cas échéant, l’Administrateur unique de la Société.
Affilié
Signifie, en relation avec un personne ou entité, une personne qui, directement ou indirectement, à travers un ou plusieurs intermédiaires, Contrôle, est Contrôlée par, ou est sous le Contrôle commun de cette personne ou entité. Le terme « Affilié à » sera interprété de la même manière.
Assemblée Générale
Signifie l'assemblée générale des Actionnaires.
Conseil ou Conseil d’Administration
Signifie le conseil d'administration de la Société.
Contrôle
Signifie, en relation avec une personne ou entité, la possession, directe ou indirecte, du pouvoir de diriger ou de faire diriger l’administration et les pratiques de cette personne ou entité, que ce soit en détenant des titres avec droit de vote, contractuellement ou de toute autre manière.
Marché Réglementé
Signifie un marché officiel d’échange d’actions ou de titres de l’Union Européenne, des Etats-Unis d’Amérique ou d’ailleurs.
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Membres indépendants du Conseil d’Administration
Signifie un Administrateur qui : (i) n’est pas employé, et n’a pas été employé, par la Société ou une de ses filiales dans une fonction de direction au cours des cinq années précédant immédiatement l’Assemblée Générale ordinaire lors de laquelle des candidats au Conseil d’Administration ont été nommés; (ii) ne perçoit pas de rémunération en tant que consultant, conseiller ou autrement de la part de la Société ou une de ses filiales (autres que les tantièmes reçus en tant que membre du Conseil d’Administration ou d’un comité de ce dernier et des rémunérations perçues en tant que membre du conseil d’administration ou autre organe de direction ou comité de ce dernier au sein d’une filiale de la Société), (iii) ne Contrôle pas la Société ; (iv) n’a pas (et ne Contrôle pas une entité qui a) une relation d’affaires importante avec la Société ou une de ses filiales ou la personne qui Contrôle directement ou indirectement la Société, si cette relation d’affaires importante pourrait raisonnablement être considérée comme pouvant empêcher l’administrateur de remplir ses fonctions ; (v) ne Contrôle pas, et n’est pas, et n’a pas été au cours des cinq ans précédant immédiatement l’assemblée ordinaire des actionnaires lors de laquelle des candidats au Conseil d’Administration ont été nommés, employé par, un réviseur interne ou externe (actuellement ou dans le passé) de la Société, une de ses filiales ou la personne qui Contrôle directement ou indirectement la Société ; et (vi) n’est pas le conjoint, le parent, le frère, la sœur ou un parent jusqu’au troisième degré de, et ne vit pas sous le même foyer que toute personne mentionnée aux points (i) à (iv) ci-dessus.
Nombre de Candidats
Désigne le nombre de candidats à la nomination en tant qu’administrateurs, arrondi au nombre entier supérieur, déterminé en multipliant : (i) le nombre total d’Administrateurs au sein du Conseil de la Société (en tenant compte de toute augmentation de la taille du Conseil de la Société effectuée conformément à l’article 9.4) ; par (ii) une fraction dont le numérateur est égal au nombre total d’Actions alors effectivement détenues par l’Actionnaire concerné (et attestées auprès de la Société) et dont le dénominateur est égal au nombre total d’Actions alors émises et en circulation ; étant entendu que ce nombre de candidats sera réduit dans la mesure nécessaire pour se conformer à l’article 9.3.
Statuts
Signifie les présents statuts de la Société tels que modifiés de temps à autre.
Article 25. Loi applicable
Pour toutes les matières qui ne sont pas régies expressément par les présents Statuts, les Actionnaires se réfèrent à la législation en vigueur.
image_0.jpg
Pour la Société,
Me Cosita DELVAUX, notaire
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EX-2.1 3 exhibit2112312025.htm EX-2.1 Document

Exhibit 2.1
 
DESCRIPTION OF CAPITAL STOCK
 
The following is a summary of some of the terms of our common shares based on our articles of incorporation. The following summary is not complete and is subject to, and is qualified in its entirety by reference to, the provisions of our articles of incorporation, as amended, and applicable Luxembourg law, including the Luxembourg Corporate Law.
 
General
     
Adecoagro is a Luxembourg société anonyme (a joint stock company). The Company’s legal name is “Adecoagro S.A.” Adecoagro was incorporated on June 11, 2010 and on October 26, 2010. We are registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg) under number B153681 and have our registered office at 28 Boulevard F. W. Raifeissen, L-2411, Luxembourg, Grand Duchy of Luxembourg.

Share Capital
 
As of December 31, 2025, our issued share capital amounted to $221,808,241.50, represented by 147,875,161 shares in issue (of which 5,295,375 were treasury shares) with a nominal value of $1.50 each. All issued shares are fully paid up. Consequently, there were 142,576,786 common shares outstanding.

We have an authorized share capital of $3,000,000,000, including the issued share capital as of December 31, 2025 of $221,808,241.50, and are authorized to issue up to 2,000,000,000 shares of a nominal value of $1.50 each (taking into account the shares issued as of the date hereof) out of such authorized share capital. Our authorized unissued share capital as of December 31, 2025 is $2,778,191,758.50. The authorization of our Board of Directors in connection with the authorized share capital is valid as from October 29, 2025 for a period of five years.

Our articles of incorporation authorize the Board of Directors to issue shares within the limits of the authorized unissued share capital at such times and on such terms as the board or its delegates may decide for a period ending on October 29, 2030 (unless it is extended, amended or renewed). Accordingly, the Board may 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, to such persons 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. Our articles of incorporation provide that any preemptive rights can be waived, suppressed or limited by the Board of Directors for a period ending on October 29,2030, in the event of an increase of the issued share capital by the Board of Directors within the limits of the authorized un-issued share capital.

Our authorized share capital is determined (and may be increased, reduced or extended) by our articles of incorporation, as amended from time to time, by the decision of our shareholders at an extraordinary general shareholders’ meeting with the necessary quorum and majority provided for the amendment of our articles of incorporation. See “—Amendment to the Articles of Incorporation” and “—General Meeting of Shareholders”.

Under Luxembourg law, existing shareholders benefit from a preemptive subscription right on the issuance of shares for cash consideration (which may however be waived).

Form and Transfer of Shares

Our shares are issued in registered form only and are freely transferable. Luxembourg law does not impose any limitations on the rights of Luxembourg or non-Luxembourg residents to hold or vote our shares.

Shareholders, whether alone or acting in concert, are prohibited from acquiring or holding more than 80% of our shares unless they make a public offer to acquire all of our outstanding shares.


Under Luxembourg law, the ownership of registered shares is evidenced by the inscription of the name of the shareholder, the number of shares held by him or her in the register of shares of the Company. Each transfer of shares in the share register shall be effected by written declaration of transfer to be recorded in the register of shares, such declaration to be dated and signed by the transferor and the transferee, or by their duly appointed agents. We may accept and enter into the share register any transfer effected pursuant to an agreement or agreements between the transferor and the transferee, true and complete copies of which have been delivered to us.

We may appoint registrars in different jurisdictions, each of whom may maintain a separate register for the shares entered in such register. We have appointed Computershare as our New York registrar and transfer agent. The holders of our shares may elect to be entered in one of the registers and to be transferred from time to time from one register to another register provided that our Board of Directors may however impose transfer restrictions for shares that are registered, listed, quoted, dealt in, or have been placed in certain jurisdictions in compliance with the requirements applicable therein. The transfer to the register kept at the Company’s registered office may always be requested by a shareholder.

In addition, our articles of incorporation provide that our shares may be held through a securities settlement system or a professional depository of securities. Shares held in such manner have the same rights and obligations as shares recorded in our shareholder register(s) (subject to complying with certain formalities). Shares held through a securities settlement system or a professional depository of securities may be transferred in accordance with customary procedures for the transfer of securities in book-entry form.

Issuance of Shares

Pursuant to Luxembourg law of August 10, 1915 on commercial companies as amended, the issuance of shares in Adecoagro requires the approval by the general meeting of shareholders at the quorum and majority provided for the amendment of our articles of incorporation. See “—Amendment to the Articles of Incorporation” and “—General Meeting of Shareholders." The general meeting of shareholders may however approve an authorized unissued share capital and authorize the Board of Directors to issue shares up to the maximum amount of such authorized unissued share capital for a maximum period of five years. The general meeting may amend, renew or extend such authorized share capital and authorization to the Board of Directors to issue shares. 

We have an authorized share capital of $3,000,000,000, including the issued share capital and are authorized to issue up to 2,000,000,000 shares of a nominal value of $1.50 each (taking into account the issued shares as of the date hereof) out of such authorized share capital. The Board of Directors is authorized to issue shares within the limits of the authorized unissued share capital at such times and on such terms as the Board or its delegates may decide for a period ending on October 29, 2030 (unless it is extended, amended or renewed). Accordingly, the Board may 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. Our articles of incorporation provide that any preemptive rights can be waived, suppressed or limited by the Board of Directors for a period ending on October 29, 2030, in the event of an increase of the issued share capital by the Board of Directors within the limits of the authorized un-issued share capital.

Our authorized unissued share capital as of December 31, 2025 is $2,778,191,758.50. The authorization of our Board of Directors in connection with the authorized share capital is valid as from October 29, 2025 for a period of five years.

Our articles provide that no fractional shares may be issued.

Our shares have no conversion rights and there are no redemption or sinking fund provisions applicable to our common shares.

Preemptive Rights

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Unless suppressed, waived or limited by our Board of Directors as described above, holders of our shares have a pro rata preemptive right to subscribe for any new shares issued for cash consideration. Our articles of incorporation provide that any preemptive rights can be waived, suppressed or limited by the Board of Directors for a period ending on October 29, 2030, in the event of an increase of the issued share capital by the Board of Directors within the limits of the authorized un-issued share capital.

Repurchase of Shares

We cannot subscribe for our own shares.

We may, however, repurchase issued shares or have another person repurchase issued shares for our account, subject in particular to the following conditions (except in limited circumstances set forth by law):
•the prior authorization of the general meeting of shareholders (at the quorum and majority for ordinary resolutions), which authorization sets forth the terms and conditions of the proposed repurchase and in particular the maximum number of shares to be repurchased, the duration of the period for which the authorization is given (which may not exceed five years) and, in the case of repurchase for consideration, the minimum and maximum consideration per share, must have been obtained;
•the repurchase may not reduce our net assets on a non-consolidated basis to a level below the aggregate of the issued share capital increased by the reserves that we must maintain pursuant to Luxembourg law or its articles of incorporation; and
•only fully paid up shares may be repurchased.

The general meeting of shareholders has authorized that the Company, and/or any wholly-owned subsidiary (and/or any person acting on their behalf), may purchase, acquire, receive or hold shares in the Company under article 430-15 of the Luxembourg law of August 10, 1915, as amended, from time to time up to 10% of the issued share capital, on the following terms and on such terms as referred to below and as shall further be determined by the Board of Directors of the Company, such authorization being valid (subject to renewal) for a period of five years from January 10, 2011. Such period was thereafter extended to end on April 21, 2026.

Acquisitions may be made in any manner including without limitation, by tender or other offers, buyback programs, 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:
(i) in the case of acquisitions other than in the circumstances set forth under (ii), for a net purchase price being (x) no less than 50% of the lowest stock price and (y) no more than 50% 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 (hereafter, 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);
(ii) in case of a tender offer (or if deemed appropriate by the Board of Directors, a buyback program),
a. 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: no less than 50% of the lowest stock price and (y) no more than 50% 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;
b. 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 50% of the lowest stock price and (y) no more than 50% 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.
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In addition, pursuant to Luxembourg law the Board of Directors may repurchase shares without the prior approval of the general meeting of shareholders if necessary to prevent serious and imminent harm to us or if the acquisition of shares has been made in view of the distribution thereof to the employees.

A share repurchase program was approved by the Board of Directors of the Company on September 12, 2013 to acquire up to 5% of the total outstanding share capital of the Company to be held as treasury shares (the “Share Repurchase Program”). The Share Repurchase Program was implemented in compliance with the authorization granted by the general meeting of shareholders of the Company, any applicable law, rules or regulations described above and the following limits approved by the Board of Directors of the Company. The Share Repurchase Program was approved for a period of 12 months from September 23, 2014 (the date of its announcement) or until reaching the maximum number of shares authorized under the Share Repurchase Program, whichever occurs first. On April 4, 2017, the Board of Directors amended the Share Repurchase Program to include repurchases under Open Market Transactions, in reliance on the “safe harbor” from liability for manipulation provided by Rule 10b-18 of the Securities Exchange Act of 1934 (the “Securities Exchange Act”) and in privately negotiated transactions. The Share Repurchase Program was renewed by decision of the Board of Directors on December 11, 2024 for an additional period of 12 months, ending on December 31, 2025 or until reaching the maximum number of shares authorized under the Program, whichever occurs first.

Capital Reduction

The articles of incorporation provide that the issued share capital may be reduced, subject to the approval by the general meeting of shareholders at the quorum and majority provided for the amendment of our articles of incorporation. See “—Amendment to the Articles of Incorporation” and “—General Meeting of Shareholders”.

General Meeting of Shareholders

In accordance with Luxembourg law and our articles of incorporation, any regularly constituted general meeting of shareholders of Adecoagro represents the entire body of shareholders of the Company. It shall have the broadest powers to order, carry out or ratify acts relating to the operations of the Company.

The annual general meeting of shareholders of Adecoagro as well as any other meetings of shareholders shall be held in the Grand Duchy of Luxembourg at such place and time as indicated in the notice of the meeting.

Each of our shares entitles the holder thereof to attend our general meeting of shareholders, either in person or by proxy, to address the general meeting of shareholders, and to exercise voting rights, subject to the provisions of our articles of incorporation. Each share entitles the holder to one vote at a general meeting of shareholders, subject to our articles of incorporation. There is no minimum shareholding required to be able to attend or vote at a general meeting of shareholders.

A shareholder may act at any general meeting of shareholders by appointing another person (who need not be a shareholder) as his proxy, which proxy shall be in writing and comply with such requirements as determined by our board with respect to the attendance to the general meeting, and proxy forms in order to enable shareholders to exercise their right to vote. All proxies must be received by us (or our agents) no later than the day preceding the fifth (5th) working day before the date of the general meeting except if our Board of Directors decides to change such a time frame.

Our articles of incorporation provide that in the case of shares held through the operator of a securities settlement system or depository, a holder of such shares wishing to attend a general meeting of shareholders must receive from such operator or depository a certificate certifying the number of shares recorded in the relevant account on the blocking date and certifying that the shares in the account shall be blocked until the close of the general meeting. Such certificates should be submitted to us no later than the day preceding the fifth working day before the date of the general meeting unless our board fixes a different period.

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Our Board of Directors may determine a date preceding a general meeting as the record date for admission to such general meeting. When convening a general meeting of shareholders, we will publish the convening notice (which must be published at least 15 days before the meeting) in the Recueil Électronique des Sociétés et Associations, and in a Luxembourg newspaper and in the case the shares of the Company are listed on a regulated market, in accordance with the publicity requirements of such regulated market applicable to the Company. If all of the shareholders are present or represented at a general meeting of shareholders, the general meeting may be held without prior notice or publication. These convening notices must contain the agenda of the meeting and set out the conditions for attendance and representation at the meeting.

All materials relating to a general meeting of shareholders (including the notice) will be available at the website of Adecoagro at www.adecoagro.com and will be filed with the SEC on Form 6-K. The information on our website is not incorporated by reference in, and does not constitute a part of, this annual report.

Luxembourg law provides that the Board of Directors is obliged to convene a general meeting of shareholders if shareholders representing, in the aggregate, at least 10% of the issued share capital so require in writing with an indication of the agenda. In such case, the general meeting of shareholders must be held within one month of the request. If the requested general meeting of shareholders is not held within one month, shareholders representing, in the aggregate, at least 10% of the issued share capital, may petition the competent president of the district court in Luxembourg to have a court appointee convene the meeting. Luxembourg law provides that shareholders representing, in the aggregate, at least 10% of the issued share capital may request that additional items be added to the agenda of a general meeting of shareholders. That request must be made by registered mail sent to the registered office at least five days before the holding of the general meeting of shareholders.

Voting Rights

Each share of our shares entitles the holder thereof to one vote at a general meeting of shareholders, subject to the provisions of our articles of incorporation.

Luxembourg law distinguishes between “ordinary” general meetings of shareholders and “extraordinary” general meetings of shareholders.

Extraordinary general meetings of shareholders are convened to resolve in particular upon an amendment to the articles of incorporation and certain other limited matters including those described below and are generally subject to the quorum and majority requirements described below. All other general meetings of shareholders are ordinary general meetings of shareholders.

Ordinary General Meetings of Shareholders. At an ordinary general meeting of shareholders there is no quorum requirement, and resolutions are adopted by a simple majority of the votes validly cast, irrespective of the number of shares represented. Abstentions are not considered “votes”.

Extraordinary General Meetings of Shareholders. An extraordinary general meeting of shareholders convened for the purpose of in particular (a) an increase or decrease of the authorized or issued share capital, (b) a limitation or exclusion of preemptive rights, (c) approving a legal merger or de-merger of Adecoagro, (d) dissolution of Adecoagro or (e) an amendment of the articles of incorporation must generally have a quorum of at least 50% of our issued share capital except in limited circumstances provided for by Luxembourg law. If such quorum is not reached, the extraordinary general meeting of shareholders may be reconvened, pursuant to appropriate notification procedures, at a later date with no quorum requirement applying.

Irrespective of whether the proposed actions described in the preceding paragraph will be subject to a vote at the first or a subsequent extraordinary general meeting of shareholders, such actions are generally subject to the approval of at least two-thirds of the votes validly cast at such extraordinary general meeting of shareholders (except in limited circumstances provided for by Luxembourg law or our articles of incorporation). Any direct or indirect amendment to certain provisions of our articles of incorporation that are intended to protect the rights of continuing minority shareholders will require the approval of a 90% majority of the outstanding voting rights of the Company.
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Abstentions are not considered “votes”.

Appointment and Removal of Directors. Members of the Board of Directors may be elected by simple majority of the votes validly cast at any general meeting of shareholders. Under the articles of incorporation, all directors are elected for a period of up to three years with such possible extension as provided therein 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. Any director may be removed with or without cause by a simple majority vote at any general meeting of shareholders. Any shareholder (excluding Adecoagro as to treasury shares and any depositary) holding or controlling more than 50% of our outstanding shares shall be entitled to nominate a number of directors to our board of directors, rounded up to the next whole number, determined by multiplying: (i) the total number of directors on the board of directors by (ii) a fraction having a numerator equal to the aggregate number of our shares then beneficially owned by the relevant shareholder (and evidenced to us), and having a denominator equal to the total number of shares then issued and outstanding, provided that such number of candidates shall be reduced in order to comply with the requirement that a minimum of three directors be independent directors.

The articles of incorporation provide that in case of a vacancy the remaining directors may co-opt a director to fill such vacancy.

Neither Luxembourg law nor our articles of incorporation contain any restrictions as to the voting of our shares by non-Luxembourg residents.

Amendment to the Articles of Incorporation

Luxembourg law requires an extraordinary general meeting of shareholders to resolve upon an amendment to the articles of incorporation. The agenda of the extraordinary general meeting of shareholders must indicate the proposed amendments to the articles of incorporation.

An extraordinary general meeting of shareholders convened for the purpose of amending the articles of incorporation must generally have a quorum of at least 50% of our issued share capital. If such quorum is not reached, the extraordinary general meeting of shareholders may be reconvened at a later date with no quorum according to the appropriate notification procedures. Irrespective of whether the proposed amendment will be subject to a vote at the first or a subsequent extraordinary general meeting of shareholders, the amendment is generally subject to the approval of at least two-thirds of the votes cast at such extraordinary general meeting of shareholders. Any direct or indirect amendment to certain provisions of our articles of incorporation require the approval of a 90% majority of the outstanding voting rights of the Company.

Any resolutions to amend the articles of incorporation must be taken before a Luxembourg notary and such amendments must be published in accordance with Luxembourg law.

Merger and Division

A merger by absorption whereby a Luxembourg company, after its dissolution without liquidation transfers to another company all of its assets and liabilities in exchange for the issuance to the shareholders of the company being acquired of shares in the acquiring company, or a merger effected by transfer of assets to a newly incorporated company, must, in principle, be approved by an extraordinary general meeting of shareholders of the Luxembourg company to be held before a notary. Similarly the de-merger of a Luxembourg company is generally subject to the approval by an extraordinary general meeting of shareholders.

Liquidation

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In the event of the liquidation, dissolution or winding-up of Adecoagro, the assets remaining after allowing for the payment of all liabilities will be paid out to the shareholders pro rata to their respective shareholdings. The decision to voluntarily liquidate, dissolve or wind-up require the approval by an extraordinary general meeting of shareholders of the Company to be held before a notary.

No Appraisal Rights

Neither Luxembourg law nor our articles of incorporation provide for any appraisal rights of dissenting shareholders.

Distributions

Subject to Luxembourg law, each share is entitled to participate equally in distributions if and when if declared by the general meeting of shareholders out of funds legally available for such purposes. Pursuant to the articles of incorporation, the general meeting of shareholders may approve distributions and the Board of Directors may declare interim distribution, to the extent permitted by Luxembourg law.

Declared and unpaid distributions held by us for the account of the shareholders shall not bear interest. Under Luxembourg law, claims for unpaid distributions will lapse in our favor five years after the date such distribution has been declared.

Information Rights

Luxembourg law gives shareholders limited rights to inspect certain corporate records eight calendar days prior to the date of the annual general meeting of shareholders, including the annual accounts with the list of directors and auditors, the notes to the annual accounts, a list of shareholders whose shares are not fully paid-up, the management reports, the auditor’s report and in case of amendments to the articles, the text of the proposed amendments and the draft of the resulting consolidated articles.

Any registered shareholder is entitled to receive a copy of the annual accounts, the auditor’s reports and the management reports free of charge eight calendar days prior to the date of the annual general meeting of shareholders upon request.

Under Luxembourg law, it is generally accepted that a shareholder has the right to receive responses to questions concerning items on the agenda for a general meeting of shareholders, if such responses are necessary or useful for a shareholder to make an informed decision concerning such agenda item, unless a response to such questions could be detrimental to our interests.

One or more shareholders representing at least 10% of the share capital or 10% of the votes attached to all existing securities may ask the Board of Directors written questions on one or more management operations (opérations de gestion) of the company and, as the case may be, of subsidiaries it controls. In the latter case, the request must be assessed in view of the interest of the companies included within the consolidation. In the absence of response within a period of one month, these shareholders may apply to the court for the appointment of experts instructed to submit a report on the management operations targeted in the question.

Transfer Agent and Registrar

The transfer agent and registrar for our common shares is Computershare. The holders of our shares may elect to be entered in one of the registers and to be transferred from time to time from one register to another register provided that our Board of Directors may however impose transfer restrictions for shares that are registered, listed, quoted, dealt in, or have been placed in certain jurisdictions in compliance with the requirements applicable therein. The transfer to the register kept at the registered office of the Company in Luxembourg may always be requested by a shareholder.
 
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EX-4.44 4 exhibit444.htm EX-4.44 Document
Execution Version
ADECOAGRO S.A.
as Issuer
ADECO AGROPECUARIA S.A.
PILAGÁ S.A.
L3N S.A.
ADECOAGRO VALE DO IVINHEMA S.A.
ADECOAGRO URUGUAY S.A.
as Subsidiary Guarantors
and
THE BANK OF NEW YORK MELLON
as Trustee, Registrar, Transfer Agent
and Paying Agent
______________________________
INDENTURE
Dated as of July 29, 2025
______________________________
U.S.$500,000,000
7.500% SENIOR NOTES DUE 2032



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TABLE OF CONTENTS
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Rule 144A/Regulation S Appendix
Exhibit 1 to Rule 144A/Regulation S Appendix    Form of Note
Exhibit 2 to Rule 144A/Regulation S Appendix    Form of Regulation S Transfer Certificate
Exhibit 3 to Rule 144A/Regulation S Appendix    Form of Rule 144A Transfer Certificate
Exhibit A    Form of Additional Note Guarantee

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Exhibit B Form of Offer Letter INDENTURE dated as of July 29, 2025 among ADECOAGRO S.A. a joint stock corporation (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (the “Issuer” or the “Company”); ADECO AGROPECUARIA S.A., a corporation (sociedad anónima) incorporated under the laws of Argentina, upon and as from acceptance of the Offer Letter (as defined below) under its terms; PILAGÁ S.A., a corporation (sociedad anónima) incorporated under the laws of Argentina, upon and as from acceptance of the Offer Letter under its terms; L3N S.A., a corporation (sociedad anónima) incorporated under the laws of Argentina, upon and as from acceptance of the Offer Letter under its terms; ADECOAGRO VALE DO IVINHEMA S.A., a company (sociedade por ações) incorporated under the laws of Brazil; and ADECOAGRO URUGUAY S.A., a corporation (sociedad anónima) incorporated under the laws of Uruguay; and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”), registrar (the “Registrar”), paying agent (the “Paying Agent”) and transfer agent (the “Transfer Agent”).
Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Company’s U.S.$500,000,000 aggregate principal amount of 7.500% Senior Notes due 2032 (the “Initial Notes”), and any Additional Notes (as defined below), of substantially the tenor hereinafter set forth:
Article 1

Definitions and Incorporation by Reference
Section 1.01Definitions.
“Acceptance Letter” has the meaning ascribed to such term in the Offer Letter.
“Acquired Indebtedness” means Indebtedness of a Person existing at the time the Person merges with or into or becomes a Subsidiary and not Incurred in connection with, or in contemplation of, the Person merging with or into or becoming a Subsidiary.
“Additional Amounts” has the meaning given to it in Section 4.21.
“Additional Assets” means:
(1)any property or assets (other than Indebtedness and Capital Stock) to be used by the Company or a Restricted Subsidiary in a Related Business;
(2)the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or
(3)Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;
provided, however, that any such Restricted Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business.
“Additional Notes” has the meaning given to it in Section 2.12.
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“Advance Transaction” means an advance from a financial institution involving either (a) a foreign exchange contract (ACC – Adiantamento sobre Contrato de Câmbio) or (b) an export contract (ACE – Adiantamento sobre Cambiais Entregues). For the avoidance of doubt, Advance Transactions will not be deemed to be transactions secured by receivables.
“Affiliate Transaction” has the meaning given to it in Section 4.07.
“Affiliates” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Appendix” has the meaning given to it in Section 2.01.
“Argentina” means the Republic of Argentina.
“Argentine Subsidiary Guarantors” means Adeco Agropecuaria S.A., Pilagá S.A. and L3N S.A.
“Asset Disposition” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary outside the ordinary course of business, including any disposition by means of a merger, consolidation, or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:
(1)any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary);
(2)all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary; or
(3)any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary,
provided, however, that Asset Disposition will not include:
(a)a disposition by a Restricted Subsidiary to the Company or another Restricted Subsidiary or by the Company to a Restricted Subsidiary;
(b)a Permitted Investment or a Restricted Payment that does not violate Section 4.04;
(c)the disposition of assets in any fiscal year of the Company with a Fair Market Value not to exceed U.S.$20.0 million in the aggregate (or the equivalent thereof at the time of determination)(with unused amounts in any fiscal year being carried over to the next succeeding fiscal year, provided that such disposition shall not exceed U.S.$40.0 million in any fiscal year);
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(d)a disposition of obsolete equipment or other obsolete assets or other property which is no longer useful for the Company or any Restricted Subsidiary in the ordinary course of business;
(e)the disposition of all or substantially all of the assets of the Company in a manner permitted under Article 5;
(f)the disposition of assets in a Sale-Leaseback Transaction, in a manner permitted under Section 4.10;
(g)the Incurrence of any Lien permitted under Section 4.09;
(h)the issuance of Disqualified Stock permitted under Section 4.03;
(i)any surrender or waiver of contract rights pursuant to a settlement, release, recovery on or surrender of contract, tort or other claims of any kind;
(j)sales, transfers or other dispositions of assets for non-cash consideration at least equal to the Fair Market Value (as certificated in an Officer’s Certificate) of such assets, to the extent that such non-cash consideration would constitute Additional Assets;
(k)the disposition of any shares of Capital Stock of an Unrestricted Subsidiary;
(l)the sale or other disposition of Temporary Cash Investments; or
(m)any sale of farmland as part of the Company’s business directly, or indirectly through the sale of any shares of Capital Stock of a Restricted Subsidiary holding any such farmland; provided, that all or substantially all of such Restricted Subsidiary’s assets consist of farmland.
“Asset Sale Offer” has the meaning given to it in Section 4.06(1).
“Attributable Debt” in respect of a Sale and Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate implicit in the Sale and Leaseback Transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended).
“Bankruptcy Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.
“Bankruptcy Law” means Title 11, U.S. Code or any similar U.S. federal or state law or non-U.S. law for the relief of debtors.
“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act.
“Board of Directors” means, with respect to any Person, the board of directors of such Person or any committee thereof duly authorized to act on behalf of the board of directors of such Person, or similar governing body of such Person, including any managing partner or similar entity of such Person.
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“Brazil” means The Federative Republic of Brazil and any branch of power, ministry, department, authority or statutory corporation or other entity (including a trust) owned or controlled directly or indirectly by it or any of the foregoing or created by law as a public entity.
“Brazilian Subsidiary Guarantor” means Adecoagro Vale do Ivinhema S.A.
“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in the City of New York, Buenos Aires, São Paulo or Luxembourg are authorized or required by law to close.
“Capital Stock” of any Person means any and all quotas, shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock and partnership interests, but excluding any debt securities convertible into such equity.
“Capitalized Lease Obligation” means, with respect to any Person, any lease of any property which, in conformity with IFRS, is required to be capitalized on the balance sheet of such Person, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.
“Change of Control” means:
(n)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than a Permitted Holder, acquiring or controlling:
(i)more than 50% of the voting power of the Voting Stock of the Company; or
(ii)the right to appoint and/or remove all or the majority of the members of the Company’s Board of Directors or other governing body, in each case whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting power, contract or otherwise; or
(o)the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole to any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan),other than a Permitted Holder, unless holders of a majority of the aggregate voting power of the Voting Stock of the Company and its Restricted Subsidiaries, immediately prior to such transaction, hold securities of the surviving or transferee “person” or “group” that represent, immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving “person” or “group.”
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“Change of Control Offer” has the meaning given to it in Section 4.08.
“Change of Control Payment” has the meaning given to it in Section 4.08.
“Change of Control Payment Date” has the meaning given to it in Section 4.08.
“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Rating Decline.
“Clearstream” means Clearstream Banking S.A., société anonyme, Luxembourg.
“Code” means the Internal Revenue Code of 1986, as amended.
“Company” means Adecoagro S.A. and its successors under this Indenture.
“Consolidated Adjusted Net Income” means, for any period, the Consolidated Net Income plus any non-cash finance costs resulting from foreign exchange losses for such period plus the consolidated gain (loss) from the sale of non-controlling interests in subsidiaries for such period plus the consolidated net increase in value of sold farmland, which is recognized in either revaluation surplus or retained earnings and reflected in shareholders’ equity under the line item “Reverse of revaluation surplus derived from disposals of assets for such period,” in each case without duplication to the extent already included in the Consolidated Net Income for such period.
“Consolidated EBITDA” means, for any period, the amount equal to the sum of Consolidated Net Income for such period (a) plus, to the extent deducted in calculating such Consolidated Net Income:
(1)consolidated financial results, net for such period;
(2)consolidated income taxes for such period;
(3)consolidated depreciation and amortization for such period;
(4)consolidated charges related to impairments, if any for such period;
(5)consolidated losses from fair value adjustments of investment property;
(6)consolidated profit (loss) from discontinued operations for such period;
(7)consolidated combined effect of the application of IAS 29 and IAS 21 from the Argentine operations included in profit from operations; and
(b) plus, (1) consolidated net increase in value of sold farmland, which is recognized in either revaluation surplus or retained earnings and reflected in shareholders’ equity under the line item “Reverse of revaluation surplus derived from disposals of assets for such period”; and (2) consolidated gain (loss) from the sale of non-controlling interests in Subsidiaries for such period.
Notwithstanding the foregoing, any of the items described in clauses (a)(1) through (7) and (b)(1) and (2) above of any consolidated Subsidiary of the Company or a joint venture will be added to Consolidated Net Income to compute Consolidated EBITDA only to the extent (and in the same proportion) that the net income (loss) of such Subsidiary or joint venture was included in calculating Consolidated Net Income in such period.
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“Consolidated Net Income” means, for any period, the aggregate net profit (or loss) of the Company for such period determined on a consolidated basis in conformity with IFRS; provided that the net profit (or loss) of any Person that is not a Restricted Subsidiary will be included only to the extent of the amount of dividends or distributions paid in cash by such Person to the Company or a Restricted Subsidiary (without duplication to the extent already included in the consolidated net profit (or loss) of the Company for such period).
“Consolidated Net Indebtedness” means consolidated Indebtedness of the Company and its Restricted Subsidiaries, as set forth on the most recent consolidated quarterly balance sheet of the Company and its Restricted Subsidiaries, minus the sum of cash, Temporary Cash Investments and marketable securities (except for any Capital Stock in any Person) on the date of determination.
“Consolidated Net Revenues” means the total net sales or goods and services rendered of the Company and its Restricted Subsidiaries on a consolidated basis for the most recent twelve month period; all calculated (i) based on the consolidated income statements of the Company for the fiscal quarter most recently ended for which internal financial statements are available, (ii) in accordance with IFRS and (iii) on a pro forma basis to give effect to any acquisition or disposition of companies, divisions, lines of businesses or operations by the Company and its Restricted Subsidiaries subsequent to such date and on or prior to the date of determination.
“Consolidated Secured Indebtedness Ratio” means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries that is secured by Liens (but excluding any such Indebtedness secured by Liens pursuant to clause (11) of the definition of “Permitted Liens”) to (2) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries, in each case with such pro forma adjustments to Consolidated Total Indebtedness as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Net Debt to EBITDA Ratio.
“Consolidated Total Assets” means the total assets of the Company and its Restricted Subsidiaries, based (i) on the balance sheet for the fiscal quarter most recently ended for which internal financial statements are available, (ii) in accordance with IFRS and (iii) on a pro forma basis to give effect to any acquisition or disposition of companies, divisions, lines of businesses or operations by the Company and its Restricted Subsidiaries subsequent to such date and on or prior to the date of determination.
“Consolidated Total Indebtedness” means consolidated Indebtedness of the Company and its Restricted Subsidiaries, as set forth on the most recent consolidated quarterly balance sheet of the Company and its Restricted Subsidiaries.
“Control” means, with respect to any Person, possession, directly or indirectly, of (a) at least a majority of all voting shares of Capital Stock of such Person, (b) the voting power to elect or cause the election of at least a majority of the board of directors of such Person and (c) the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“Corporate Trust Office” means the principal corporate trust office of the Trustee in New York City, New York, which at the date hereof is 240 Greenwich Street, 7E, New York City, New York 10286, Attention: Corporate Trust, or such other office at such address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (at such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).
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“Covenant Suspension Event” has the meaning set forth in Section 11.01(a)(ii).
“Default” means any event which is an Event of Default or which, after notice or passage of time or both, would be an Event of Default.
“Depositary” means, with respect to the Notes issuable or issued in whole or in part in the form of one or more Global Notes, the Person designated in Section 2.03 hereof as Depositary by the Company pursuant to this Indenture, until a successor shall have been appointed and become such and, thereafter, “Depositary” shall mean or include such Person.
“Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event:
(8)matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;
(9)is convertible or exchangeable for Indebtedness or Disqualified Stock; or
(10)is redeemable at the option of the holder thereof, in whole or in part,
in each case on or prior to the 91st day after the Stated Maturity of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the 91st day after the Stated Maturity of the Notes shall not constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the comparable provisions of this Indenture.
“DTC” means The Depository Trust Company.
“Eligible Equity Offering” means the issuance and sale for cash of Capital Stock (other than Disqualified Stock) of the Company to any Person (other than a Restricted Subsidiary) pursuant to a public offering in accordance with applicable laws, rules and regulations.
“Euroclear” means Euroclear Bank, S.A./N.V.
“Event of Default” has the meaning given to it in Section 6.01.
“Exchange Act” means the United States Securities and Exchange Act of 1934, as amended.
“Fair Market Value” of any property, asset, share of Capital Stock, other security, Investment or other item means, on any date, the fair market value of such property, asset, share of Capital Stock, other security, Investment or other item on that date as determined in good faith by the management of the Company.
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“Fitch” means Fitch Ratings Inc. and its successors.
“Global Notes” has the meaning given to it in the Appendix.
“Good Faith Contest” means the contest of liability for taxes or other claims set forth in Section 4.15 if such liability is diligently contested in good faith by appropriate proceedings timely instituted and adequate provisions are established if required by and in accordance with IFRS or other generally accepted accounting principles, as applicable.
“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and any obligation, direct or indirect, contingent or otherwise, of any Person:
(i)to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or
(ii)entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part),
provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a correlative meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.
“Hedging Obligations” of any Person means the obligations of such Person under any agreement relating to any swap, option, forward sale, forward purchase, index transaction, cap transaction, floor transaction, collar transaction or any other similar transaction, in each case, for purposes of hedging or capping against inflation, interest rates, currency or commodities price fluctuations.
“Holder” means the Person in whose name a Note is registered on the Registrar’s books.
“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board.
“Incur” means issue, assume, Guarantee, incur or otherwise become liable for Indebtedness or Capital Stock; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person is merged or consolidated with the Company or becomes a Subsidiary of the Company (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time of such merger or consolidation or at the time it becomes a Subsidiary of the Company. The term “Incurrence” when used as a noun shall have a correlative meaning. Neither the accretion of principal of a non-interest bearing or other discount security nor the capitalization of interest on Indebtedness shall be deemed the Incurrence of Indebtedness.
“Indebtedness” means, with respect to any Person on any date of determination (without duplication):
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(1)the principal in respect of indebtedness of such Person for borrowed money;
(2)the principal and premium, if any, in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;
(3)all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables and contingent obligations to pay earn-outs), which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto;
(4)all reimbursement obligations of such Person in respect of the face amount of letters of credit or other similar instruments (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered into in the ordinary course of business of such Person, such as import tax credits and import transactions, to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third business day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);
(5)the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (but excluding, in each case, any accrued dividends);
(6)all Capitalized Lease Obligations and all Attributable Debt of such Person;
(7)all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of Indebtedness of such Person shall be the lesser of:
(a)the Fair Market Value of such asset at such date of determination; and
(b)the amount of such Indebtedness of such other Persons;
(8)to the extent not otherwise included in this definition, all Hedging Obligations of such Person; and
(9)all obligations of the type referred to in clauses (1) through (8) above of other Persons that is Guaranteed by such Person to the extent so Guaranteed;
if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with IFRS.
Notwithstanding the above, “Indebtedness” shall not include (1) any obligations to any Person with respect to “Programa de Recuperação Fiscal—REFIS,” “Programa Especial de Parcelamento de Impostos—REFIS Estadual” and “Programa de Parcelamento Especial—PAES” or any other tax payment agreement entered into with any Brazilian or Argentine governmental entity, (2) any advances made by or on behalf of customers for products already shipped but not yet invoiced by the Company or any Restricted Subsidiary in the ordinary course of business and (3) any amounts owed by the Company or any Restricted Subsidiary for the purchase of crops, sugarcane or other agricultural inputs or the lease of land/agricultural partnership in the ordinary course of business.
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“Indenture” means this Indenture, including upon acceptance, the Offer Letter, each as amended or supplemented from time to time.
“Initial Lien” has the meaning given to it in Section 4.09.
“Initial Notes” has the meaning set forth in the second introductory paragraph of this Indenture.
“Interest Payment Date” means each January 29 and July 29 of each year, commencing on January 29, 2026.
“Investment” in any Person means any direct or indirect advance, loan (other than advances to customers or suppliers in the ordinary course of business that are recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the applicable lender) or other extension of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.04:
(10)Investment shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that, upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:
(a)the Company’s Investment in such Subsidiary at the time of such redesignation, minus
(b)the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and
(11)any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.
“Investment Grade Rating” means a rating equal to or higher than (a) BBB-, by Fitch or S&P and (b) Baa3, by Moody’s.
“Issue Date” means July 29, 2025.
“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required by law to be open in the City of New York, Buenos Aires, São Paulo or Luxembourg.
“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).
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“Luxembourg” means the Grand Duchy of Luxembourg.
“Make-Whole Amount” has the meaning given to it in Section 3.05.
“Material Adverse Effect” means (a) anything that could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, properties, results of operations or prospects of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company and the Subsidiary Guarantors to perform any of their respective obligations under this Indenture.
“Maturity Date” means July 29, 2032.
“Minimum Withholding Level” means: (A) in the case of a Brazilian Subsidiary Guarantor, a withholding rate of 15%, or 25% in case a holder of Notes that is resident in a tax haven jurisdiction for Brazilian tax purposes (i.e., countries which do not impose any income tax or which impose it at a maximum rate lower than 17% or where the laws impose restrictions on the disclosure of ownership composition or securities ownership) or (B) in the case of an Argentine Subsidiary Guarantor, a withholding rate of 35% or such other reduced rate applicable as of the Issue Date depending on the nationality, residence and/or identity of the holder or beneficial owner for Argentine tax purposes.
“Memorandum of Understanding” means certain memorandum of understanding dated as of July 3, 2025, by and among the Permitted Holder and the Company to explore a strategic collaboration focused on bitcoin mining, through which the Company will explore how renewable assets can be leveraged to support the digital economy.
“Moody’s” means Moody’s Investors Service, Inc. and its successors.
“Net Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case minus:
(12)all legal fees and expenses, title and recording tax expenses, commissions and other fees and expenses Incurred, and all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability in accordance with IFRS, as a consequence of such Asset Disposition;
(13)all payments, including any prepayment premiums or penalties, made on any Indebtedness that is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such Asset Disposition;
(14)all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition; and
(15)appropriate amounts to be provided by the seller as a reserve, in accordance with IFRS, against any liabilities associated with the property or other assets disposed of in
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such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition.
“Net Cash Proceeds” with respect to any issuance or sale of Capital Stock or sale or other disposition of any Investment, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees and expenses actually Incurred in connection with such issuance or sale and net of taxes paid or payable in connection with such issuance, sale or disposition.
“Net Debt to EBITDA Ratio” means at any date (i) Consolidated Net Indebtedness divided by (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on or most recently prior to such date for which financial statements are available; provided, however, that:
(a)if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition, the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA directly attributable to the assets that are the subject of such Asset Disposition for such period; provided that pro forma effect shall be given to the proceeds applied of the Asset Disposition as if the event had occurred on the first day of such period;
(b)if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Person that is merged with or into the Company or any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period;
(c)if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (a) or (b) above if made by the Company or a Restricted Subsidiary during such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition of assets occurred on the first day of such period; and
(d)pro forma effect shall be given to any Indebtedness Incurred (or repaid) since the most recently consolidated quarterly balance sheet of the Company.
To the extent that pro forma effect is to be given, such pro forma calculation will be (i) based upon the most recent four full fiscal quarters for which the relevant financial information is available and (ii) determined in good faith by a financial or accounting officer of the Company.
“Note Guarantee” means any Note Guarantee by Adeco Agropecuaria S.A., Adecoagro Vale do Ivinhema S.A., Pilagá S.A., L3N S.A. or Adecoagro Uruguay S.A. or a Significant Subsidiary of the Company’s obligations with respect to the Notes, executed pursuant to the provisions of this Indenture.
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“Notes” has the meaning given to it in the Preamble hereto.
“Notes Register” has the meaning given to it in Section 2.03.
“Offer Letter” means an offer to be issued and delivered by the Company, the Brazilian Subsidiary Guarantor, the Uruguayan Subsidiary Guarantor and the Trustee, to the Argentine Subsidiary Guarantors for the consent and acceptance of this Indenture and the notation on the Notes relating to the Note Guarantees pursuant to the terms hereof (substantially in the form attached hereto as Exhibit B), upon which acceptance, and satisfaction of all other conditions precedent herein, this Indenture and the notation on the Notes relating to the Note Guarantees shall become effective and the Argentine Subsidiary Guarantors will be bound by the terms therein.
“Offering Memorandum” means the offering memorandum for the U.S.$500,000,000 7.500% Senior Notes due 2032 of the Company, dated July 23, 2025.
“Officer” means, with respect to a Person, any officer appointed according to the applicable law and the bylaws of such Person.
“Officer’s Certificate” means a certificate signed by any of the chief executive officer, the chief operating officer, the chief financial officer, the chief accounting officer, the treasurer, a director, the general counsel or any vice president (or any equivalent of the foregoing) of such Person.
“Opinion of Counsel” means a written opinion from legal counsel who may be an employee of or counsel to the Company, which opinion shall be reasonably satisfactory to the Trustee.
“Paying Agent” means The Bank of New York Mellon acting in such capacity and any other paying agent appointed by the Company to act as such.
“Payment Default” has the meaning given to it in Section 6.01(5)(A).
“Permitted Financial Institution” means any of (i) Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC or any of their respective affiliates, or (ii) any other financial institution, or any of its respective affiliates, regulated by the Argentine Central Bank, the Brazilian Central Bank, the Uruguayan Central Bank or the United States Federal Reserve.
“Permitted Holder” means Tether Investments S.A. de C.V. and its Affiliates.
“Permitted Investment” means:
(1)an Investment by the Company or any Restricted Subsidiary in the Company or any Restricted Subsidiary;
(2)an Investment by the Company or any Restricted Subsidiary in another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary or becomes a Restricted Subsidiary;
(3)Temporary Cash Investments;
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(4)any Investment acquired from a Person which is merged with or into the Company or any Restricted Subsidiary, or any Investment of any Person existing at the time such Person becomes a Restricted Subsidiary and, in either such case, is not created as a result of or in connection with or in anticipation of any such transaction;
(5)stocks, obligations or securities received in settlement of (or foreclosure with respect to) debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor;
(6)any Investment existing on, or made pursuant to written agreements existing on, the Issue Date or an Investment consisting of an extension, modification or renewal of any Investment in existence on the Issue Date; provided that such Investment does not increase the aggregate amount of the Investment so extended, modified or renewed except by an amount equal to any premium or other reasonable amount paid in respect of the underlying obligations and fees and expenses incurred in connection with such replacement, refinancing or refunding;
(7)Hedging Obligations permitted in Section 4.03(2)(f);
(8)Guarantees of Indebtedness permitted in Section 4.03;
(9)Investments which are made exclusively with Capital Stock of the Company (other than Disqualified Stock);
(10)any acquisition and holding of (a) Brazilian federal and state tax credits acquired solely to pay amounts owed by the Company to Brazilian tax authorities and (b) discounted obligations of any Brazilian governmental authority acquired solely to pay tax amounts owed by the Company to such Brazilian governmental authority;
(11)Investments made as a result of the receipt of non-cash consideration from an Asset Disposition that was made in compliance with Section 4.06;
(12)receivables owing to the Company or any of its Restricted Subsidiaries, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such trade terms as the Company or such Restricted Subsidiary deems reasonable under the circumstances;
(13)any advance, loan or extension of credit arising in connection with the purchase of inventory, equipment or supplies in the ordinary course of business;
(14)loans and advances pursuant to any employee, officer or director compensation or benefit plans, customary indemnifications or arrangements entered into the ordinary course of business; provided, however, that such loans and advances do not exceed U.S.$2.0 million at any time outstanding in one or a series of related transactions;
(15)Investments in connection with pledges, deposits, payments or performance bonds made or given in the ordinary course of business in connection with or to secure statutory, regulatory or similar obligations, including obligations under health, safety or environmental obligations;
(16)repurchases of the Notes and the related Note Guarantees;
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(17)Investments in one or more Permitted Joint Ventures having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (17) that are at the time outstanding, that does not exceed the greater of (i) U.S.$400.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value) and (ii) 18.0% of Consolidated Total Assets;
(18)Investments by the Company or any of its Restricted Subsidiaries having an aggregate Fair Market Value not to exceed 50% of the proceeds received from any sale of farmland as part of the Company’s business directly, or indirectly through the sale of any shares of Capital Stock of a Restricted Subsidiary holding any such farmland, in each case, made after the Issue Date; and
(19)additional Investments by the Company or any of its Restricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (19) that are at the time outstanding, not to exceed U.S.$150.0 million or 5% of Consolidated Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value).
“Permitted Joint Venture” means a joint venture in a Related Business between the Company or any Restricted Subsidiary and any other Person.
“Permitted Liens” means:
(20)Liens which secure only Indebtedness owing by any Restricted Subsidiary to the Company and/or by the Company to one or more Restricted Subsidiaries;
(21)Liens on any property or assets acquired from a Person which is merged with or into the Company or any Restricted Subsidiary, or any Liens on the property or assets of any Person or other entity existing at the time such Person or other entity becomes a Restricted Subsidiary and, in either such case, is not created as a result of or in connection with or in anticipation of any such transaction; provided that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;
(22)Liens securing Acquired Indebtedness Incurred in accordance with Section 4.03 not incurred in connection with, or in anticipation or contemplation of, the relevant acquisition, merger or consolidation; provided that (a) such Liens secured such Acquired Indebtedness at the time of and prior to the Incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary and were not granted in connection with, or in anticipation of the Incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary; and (b) such Liens do not extend to or cover any property of the Company or any Restricted Subsidiary other than the property that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company or a Restricted Subsidiary and are no more favorable to the lienholders than the Liens securing the Acquired Indebtedness prior to the Incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary;
(23)any Lien on any property or assets existing at the time of acquisition thereof and which is not created as a result of or in connection with or in anticipation of such acquisition; provided that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;
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(24)Liens for taxes, assessments, governmental charges, levies or claims which are not yet due or thereafter can be paid without penalty or are being contested in good faith by appropriate proceedings or the period within which such proceedings may be initiated has not expired;
(25)pledges or deposits in connection with workers’ compensation laws, unemployment insurance laws or similar legislation, any deposit to secure appeal bonds in proceedings being contested in good faith to which the Company or any Restricted Subsidiary is a party, good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which the Company or any Restricted Subsidiary is a party or deposits for the payment of rent, in each case made in the ordinary course of business;
(26)any Lien in favor of issuers of surety or performance bonds or letters of credit issued pursuant to the request of and for the account of the Company or any Restricted Subsidiary;
(27)Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens, on the property or assets of the Company or any Restricted Subsidiary arising in the ordinary course of business and securing payment of obligations that are not yet due or are being contested in good faith by appropriate proceedings;
(28)minor easements, rights of way, restrictions, defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the business of the Company or any Restricted Subsidiary, and any leases and subleases of real property that do not interfere with the ordinary conduct of the business of the Company or any Restricted Subsidiary, and which are made on customary and usual terms applicable to similar properties;
(29)Liens arising solely by virtue of any statutory or common law provision or general terms and conditions of the account bank or depository relating to bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, however, that such deposit account is not a dedicated cash collateral account and is not intended by the Company or any Restricted Subsidiary to provide collateral to such depository institution;
(30)Liens granted to secure borrowing from, directly or indirectly, (i) Banco Nacional de Desenvolvimento Econômico e Social—BNDES (including loans from Financiadora de Estudos e Projetos—FINEP), BNDES Participações S.A. – BNDESPAR, FINAME, FINEM, SUDAM, SUDENE, or any other Brazilian or Argentine governmental development bank (including, without limitation, Fundo de Desenvolvimento do Centro Oeste – FDCO), credit agency or other federal, state or municipal development entities or agencies, or (ii) the International Finance Corporation or any other international or multilateral development bank, government- sponsored agency, export-import bank or official export-import credit insurer, or any commercial bank acting jointly with, or as a financial intermediary or on-lender of, such multilateral credit institutions or development banks in connection with such financial obligations;
(31)judgment Liens not giving rise to an Event of Default so long as such Lien is bonded in accordance with applicable law and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;
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(32)Liens on property, equipment or assets (including Capital Stock) of any Person that secure Indebtedness Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of such property, equipment or asset and which attach within 365 days after the date of such purchase or the completion of construction or improvement; provided that to the extent that the property or asset acquired is Capital Stock, the Lien also may encumber other property or assets of the Person acquired;
(33)Liens in existence on the Issue Date;
(34)any Lien securing Hedging Obligations so long as such Hedging Obligations are entered into for bona fide, non-speculative purposes, or securing letters of credit that support such Hedging Obligations;
(35)any Lien on the inventory or receivables and related assets of the Company or any Restricted Subsidiary securing the obligations of such Person under any credit facility, lines of credit or working capital facility or in connection with any structured export or import financing or other trade transaction; provided that the aggregate amount of receivables securing Indebtedness will not exceed (i) with respect to transactions secured by receivables from export sales, 80% of such Person’s consolidated gross revenues from export sales for the most recently concluded period of four consecutive fiscal quarters; or (ii) with respect to transactions secured by receivables from domestic sales, 80% of such Person’s consolidated gross revenues from domestic sales for the most recently concluded period of four consecutive fiscal quarters; provided, further, that Advance Transactions will not be deemed transaction secured by receivables for the purpose of the above calculation;
(36)any Lien securing taxes, assessments and other governmental charges, the payment of which are not yet due or are being contested in good faith by appropriate proceedings and for which such reserves or other appropriate provisions, if any, have been established as required by IFRS;
(37)any Lien under mandatory law relating to taxes, social security charges or employee payments;
(38)any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the clauses (2), (3), (4), (10), (12), (13) or (14) above or of any Indebtedness secured thereby, provided that the principal amount of Indebtedness secured by any such extension, renewal or replacement shall not exceed the principal amount of Indebtedness so secured at the time it was initially incurred (plus premiums, interest and reasonable expenses incurred in connection therewith), and that such extension, renewal or replacement Lien shall be limited to all or part of the property which secured the Lien extended, renewed or replaced (plus improvements on or additions to such property), provided further that this clause (19) shall not apply to any Indebtedness secured by Liens referred to in clause (14) that is repaid or retired with the proceeds from, or concurrently with, the issuance of the Notes; and
(39)other Liens securing Indebtedness, provided that, at the time of incurrence and after giving pro forma effect to the incurrence thereof, the Consolidated Secured Indebtedness Ratio would be no greater than 33%.
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“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
“Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.
“Process Agent” has the meaning given to it in Section 12.12(b).
“Protected Purchaser” means a purchaser of a Note, or of an interest therein, who (a) gives value, (b) does not have notice of any adverse claim to the Note, and (c) obtains control of the Note.
“Purchase Money Indebtedness” means Indebtedness:
(40)consisting of the deferred purchase price of an asset, conditional sale obligations, obligations under any title retention agreement and other purchase money obligations; or
(41)Incurred to finance all or any part of the purchase price, or other cost of construction or improvement, of any property;
provided, however, that the aggregate principal amount of such Indebtedness does not exceed the lesser of the Fair Market Value of such asset or property or such purchase price or cost, including any Refinancing of such Indebtedness that does not increase the aggregate principal amount (or accreted amount, if less) of such Indebtedness at the time it was initially incurred (or if issued with original issue discount, the aggregate accreted value at the time of Refinancing), plus, in either case, premiums, interest and reasonable expenses incurred in connection therewith.
“Rating Agency” means any of Fitch, Moody’s and S&P; or if Fitch, Moody’s or S&P are not making ratings of the Notes publicly available, an internationally recognized U.S. rating agency or agencies, as the case may be, selected by the Company, which will be substituted for Fitch, Moody’s or S&P, as the case may be.
“Rating Decline” means that at any time within 90 days (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible down grade by either Rating Agency) after the earlier of the date of public notice of a Change of Control and of the Company’s intention or that of any Person to effect a Change of Control, (i) in the event the Notes are assigned an Investment Grade Rating by at least two of the Rating Agencies prior to such public notice, the rating of the Notes by at least two of the Rating Agencies shall be below an Investment Grade Rating; (ii) in the event the Notes are assigned an Investment Grade Rating by one Rating Agency and rated below an Investment Grade Rating by at least one other Rating Agency, the rating of the Notes by at least two of the Rating Agencies shall be decreased by one or more categories and both be below an Investment Grade Rating; or (iii) in the event the Notes are rated below an Investment Grade Rating by at least two of the Rating Agencies prior to such public notice, the rating of the Notes by at least two of the Rating Agencies shall be decreased by one or more categories; provided that, in each case, any such Rating Decline is in whole or in part in connection with a Change of Control.
“Record Date” means each January 28 and July 28 of each year.
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“Refinance” means, in respect of any Indebtedness, to refinance, extend (including pursuant to any defeasance or discharge mechanism), renew, refund, repay, replace, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.
“Refinancing Indebtedness” means Indebtedness that is Incurred to Refinance any Indebtedness of the Company or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with this Indenture (including Indebtedness that Refinances Refinancing Indebtedness); provided, however, that:
(42)the Refinancing Indebtedness has a Stated Maturity no earlier than (i) the Stated Maturity of the Indebtedness being Refinanced or (ii) the 91st day after the Maturity Date of the Notes;
(43)such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount of the Indebtedness being Refinanced when it was initially incurred (or if issued with original issue discount, the aggregate accreted value at the time of Refinancing), plus, in either case, premiums, interest and reasonable expenses incurred in connection therewith; and
(44)if the Indebtedness being Refinanced is Subordinated Obligations, such Refinancing Indebtedness is subordinated in right of payment to the Notes at least to the same extent as the Indebtedness being Refinanced;
provided, further, that Refinancing Indebtedness shall not include Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.
“Registrar” means an office or agency, authorized by the Company, where Notes may be presented for registration of transfer or for exchange; provided that the Trustee shall initially be appointed as the Registrar.
“Related Business” means any business conducted by the Company and the Restricted Subsidiaries on the Issue Date and any business related, ancillary or complementary thereto.
“Relevant Date” has the meaning given to it in Section 4.21.
“Relevant Jurisdiction” has the meaning set forth for such term in Section 4.21.
“Restricted Payment” has the meaning given to it in Section 4.04.
“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.
“Reversion Date” has the meaning given to it in Section 11.01(b).
“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill Inc., and its successors.
“Sale and Leaseback Transaction” means any arrangement with any Person (other than the Company or a Restricted Subsidiary), or to which any such Person is a party, providing for the leasing to the Company or a Restricted Subsidiary for a period of more than three years of any property or assets which property or assets have been or are to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person (other than the Company or a Restricted Subsidiary) to which funds have been or are to be advanced by such Person on the security of the leased property or assets.
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“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the United States Securities Act of 1933, as amended.
“Senior Indebtedness” means all unsubordinated Indebtedness of the Company or of any Restricted Subsidiary, whether outstanding on the Issue Date or Incurred thereafter.
“Share Repurchase Program” means a program for the repurchase of the Capital Stock of the Company approved by its Board of Directors.
“Significant Subsidiary” means any Restricted Subsidiary of the Company which at the time of determination would be a “significant subsidiary” of the Company within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act in effect on the Issue Date.
“Similar Business” means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue Date and any business that is similar, reasonably related, incidental or ancillary thereto, which, for the avoidance of doubt, includes, but is not limited to, cattle raising and/or slaughtering, chicken raising and/or processing and distribution, and lemon farming and processing.
“Singapore Stock Exchange” has the meaning given to it in Section 4.20(a).
“Stated Maturity” means, with respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the final payment of principal of such Indebtedness is due and payable, including, with respect to any principal amount which is then due and payable pursuant to any mandatory redemption provision, the date specified for the payment thereof (but excluding any provision providing for the repurchase of any such Indebtedness upon the happening of any contingency unless such contingency has occurred).
“Subordinated Obligation” means any Indebtedness that is subordinate or junior in right of payment to the Notes and Note Guarantees pursuant to a written agreement.
“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more Subsidiaries of such Person (or a combination thereof).
“Subsidiary Guarantors” means Adeco Agropecuaria S.A., Adecoagro Vale do Ivinhema S.A., Pilagá S.A., L3N S.A. and Adecoagro Uruguay S.A and any Significant Subsidiary that has provided a Note Guarantee.
“Successor Company” has the meaning given to it in Section 5.01(a)(i).
“Suspended Covenants” means Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.10 and 5.01(c).
“Suspension Period” has the meaning given to it in Section 11.01(b).
“Temporary Cash Investments” means any of the following:
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(45) (x) U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations or (y) marketable general obligations issued or unconditionally guaranteed by Argentina, the Argentine Central Bank, Brazil or the Brazilian Central Bank, Uruguay or the Uruguayan Central Bank, in each case with maturities not exceeding one year from the date of acquisition;
(46)investments in time deposit accounts, certificates of deposit and money market deposits (collectively, “Deposit Accounts”) issued by a bank or trust company that is organized under the laws of the United States, any state thereof, Argentina, Brazil, Uruguay or any foreign country recognized by the United States having capital, surplus and undivided profits aggregating in excess of U.S.$500.0 million (or the foreign currency equivalent thereof) and whose long-term debt is rated “A” (or such similar equivalent rating, including similar equivalent ratings in foreign countries) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act);
(47)repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above;
(48)investments in commercial paper maturing not more than 90 days after the date of acquisition issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States, Argentina, Brazil, Uruguay or any other foreign country recognized by the United States with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P (or such similar equivalent rating, including similar equivalent ratings in foreign countries);
(49)investments in securities with maturities of twelve months or less from the date of acquisition issued or fully Guaranteed by any state, commonwealth or territory of the United States, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or “A” by Moody’s (or such similar equivalent rating);
(50)certificates of deposit, banker’s acceptances and time deposits issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any Argentine, Brazilian, Uruguayan or United States office of any Permitted Financial Institution;
(51)(x) investments in money market funds substantially all the assets of which are comprised of investments of the types described in clauses (1) through (6) above or (y) fondos comunes de inversión (Argentine funds focused primarily on in-country cash management investments) that have a local rating of at least “A-bf.ar” by Moody’s or the equivalent by Fitch or S&P (or their respective affiliates in Argentina, including without limitation, Fix Scr S.A.); and
(52)cryptocurrency, stablecoin or other cryptoassets, including, without limitation, Bitcoin, Ethereum and USDT.
For the avoidance of doubt, all short-term investments as determined in conformity with IFRS shall be deemed to be Temporary Cash Investments.
“Transaction Agreement” means certain transaction agreement dated as of March 28, 2025, by and among the Permitted Holder to acquire up to 49,596,510 common shares of the Company at a price in cash of U.S.$12.41 per common share, upon the terms and subject to the conditions set forth in certain offer to purchase, dated March 28, 2025.
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“Transfer Agent” has the meaning given to it in the Preamble hereto.
“Transfer Restricted Notes” means Notes that bear or are required to bear the Restricted Notes Legend (as defined in Section 2.1(6) of the Appendix).
“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the maturity date of the Notes (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the maturity date of the Notes on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the maturity date of the Notes, as applicable. If there is no United States Treasury security maturing on the maturity date of the Notes but there are two or more United States Treasury securities with a maturity date equally distant from the maturity date of the Notes, one with a maturity date preceding the maturity date of the Notes and one with a maturity date following the maturity date of the Notes, the Company shall select the United States Treasury security with a maturity date preceding the maturity date of the Notes. If there are two or more United States Treasury securities maturing on the maturity date of the Notes or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
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“Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.
“Trust Officer” means any officer in the corporate trust department of the Trustee, having direct responsibility for the administration of this Indenture and also means any officer to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject.
“United States” means United States of America.
“Unrestricted Subsidiary” means:
(53)any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the management of the Company in the manner provided below; and
(54)any Subsidiary of an Unrestricted Subsidiary.
The management of the Company may designate any Restricted Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary pursuant to clause (1) above unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Company or any Restricted Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either:
(a)the Subsidiary to be so designated has total consolidated assets of U.S.$1,000 or less; or
(b)if such Subsidiary has consolidated assets greater than U.S.$1,000, then such Investment and designation would be permitted under Section 4.04.
The management of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:
(i)such designation shall be deemed an Incurrence of Indebtedness by a Restricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under Section 4.03; and
(ii)no Event of Default shall have occurred and be continuing.
Any such designation of a Subsidiary as a Restricted Subsidiary, and any such designation of a Subsidiary as an Unrestricted Subsidiary pursuant to clause (1) above, by the management of the Company shall be evidenced to the Trustee by promptly filing with the Trustee an Officer’s Certificate certifying that such designation complied with the foregoing provisions.
“Uruguay” means the Republic of Uruguay.
“Uruguayan Subsidiary Guarantor” means Adecoagro Uruguay S.A.
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“U.S. Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978, as amended, and codified as 11 U.S.C. §§101 et seq.
“U.S. dollar” or “U.S.$” means the lawful currency of the United States.
“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States is pledged and that are not callable or redeemable at the issuer’s option.
“Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding that are entitled (without regard to the occurrence of any contingency) to vote in the election of the directors of such Person, but excluding such classes of Capital Stock or other interests that are entitled, as a group in a separate cast, to appoint one director of such Person as representative of the minority shareholders.
Section 1.02[Reserved].
Section 1.03Rules of Construction. Unless the context otherwise requires:
(a)a term has the meaning assigned to it;
(b)(i) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with IFRS, (ii) except as otherwise herein expressly provided, the term IFRS, with respect to any computation required or permitted hereunder, shall mean IFRS as of the date of such computation, and (iii) except as otherwise herein expressly provided, all ratios and computations based on IFRS contained in this Indenture should be computed in conformity with IFRS;
(c)“or” is not exclusive;
(d)“including” means including without limitation;
(e)words in the singular include the plural and words in the plural include the singular;
(f)unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness;
(g)the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the Company dated such date prepared in accordance with IFRS;
(h)the principal amount of any Preferred Stock shall be (a) the maximum liquidation value of such Preferred Stock or (b) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater;
(i)all references to the date the Initial Notes were originally issued shall refer to the Issue Date;
(j)unless context requires otherwise, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Indenture shall refer to this Indenture as a whole and not to any particular provision of this Indenture;
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(k)unless otherwise stated, any agreement, contract or document defined or referred to herein shall mean such agreement, contract or document and all schedules, exhibits and attachments thereto as in effect as of the date hereof, as the same may thereafter be amended, supplemented or otherwise modified from time to time; and
(l)all references in this Indenture and the Notes to interest in respect of any Note shall be deemed to include all Additional Amounts, if any, in respect of such Note, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof or thereof shall not be construed, without more, as excluding reference to Additional Amounts in those provisions hereof or thereof where such express mention is not made.
Article 2

The Notes
Section 2.01Form and Dating. Provisions relating to the Notes are set forth in the Rule 144A/Regulation S Appendix attached hereto (the “Appendix”), which is hereby incorporated in, and expressly made part of, this Indenture. The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to the Appendix, which is hereby incorporated in, and expressly made a part of, this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The Notes will be fully and unconditionally guaranteed by each Subsidiary Guarantor in Article 10. The terms of the Initial Notes set forth in the Appendix and Exhibit 1 are part of the terms of this Indenture.
Section 2.02Execution and Authentication. An Officer of the Company shall sign the Notes for the Company and an Officer of each Brazilian Subsidiary Guarantor and Uruguayan Subsidiary Guarantor shall sign the notation in the Notes relating to each Note Guarantee. An Officer of each of the Argentine Subsidiary Guarantors shall sign the acceptance to the Offer Letter, and upon such acceptance of the Offer Letter, and satisfaction of all other conditions precedent herein and therein, each Argentine Subsidiary Guarantor shall be bound by the notation in the Notes relating to each Note Guarantee. Each such signature may be by manual, electronic or facsimile signature of such Officer.
If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.
A Note shall not be valid until a Trust Officer manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.
On the Issue Date, the Trustee shall authenticate and deliver U.S.$500,000,000 aggregate principal amount of 7.500% Senior Notes due 2032 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue, in each case upon an Issuer Order. Such written order shall specify the aggregate principal amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated.
The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.
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An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.
Section 2.03Registrar and Paying Agent. The Company shall ensure the maintenance of the Registrar and the Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. A register of the Notes (the “Notes Register”) will be held at the registered office of the Company. For this purpose, the Registrar should send to the Company as soon as practicable after any change to the register held with the Registrar a copy of such register or the information to enable the update of the Notes Register kept at the registered office of the Company.
The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes the Paying Agent and any additional paying agent and the term “Registrar” includes any additional Registrar or co-registrar.
The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture. Such agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Company or any Restricted Subsidiary may act as Paying Agent, Registrar, co-registrar or Transfer Agent.
The Company initially appoints (i) the Trustee as Registrar, Transfer Agent and Paying Agent in connection with the Notes and (ii) DTC as Depositary with respect to the Notes.
Section 2.04Paying Agent to Hold Money in Trust. By 10:00 A.M., New York time, on the Business Day prior to each Interest Payment Date, redemption date, purchase date, Change of Control Payment Date or Maturity Date on any Notes, the Company shall deposit with the Paying Agent in immediately available funds a sum sufficient to pay such principal and interest when so becoming due on any such Interest Payment Date, redemption date, purchase date, Change of Control Payment Date or Maturity Date on any Notes. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust, for the benefit of Holders or the Trustee, all money held by such Paying Agent for the payment of principal and interest on the Notes and shall notify the Trustee of any default by the Company in making any such payment. The Paying Agent shall arrange with all other Paying Agents for the payment, from funds furnished by the Company to the Paying Agent pursuant to this Indenture, of the principal, premium and interest (including Additional Amounts, if any) on the Notes. The Paying Agents will hold in trust, for the benefit of the Holders or the Trustee, all money held by such Paying Agent for the payment of principal, premium or interest on the Notes. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon complying with this Section 2.04, the Paying Agent shall have no further liability for the money delivered to the Trustee.
The receipt by the Paying Agent or the Trustee from the Company of each payment of principal, interest and/or other amounts due in respect of the Notes in the manner specified herein and on the date on which such amount of principal, interest and/or other amounts are then due, shall satisfy the obligations of the Company herein and under the Notes to make such payment to the Holders on the due date thereof.
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So long as any of the Notes remain outstanding, the Company will appoint and maintain one or more agents in New York City to whom the Notes may be presented for payment. So long as the Notes are listed on the Singapore Stock Exchange and the rules of such exchange so require, the Company will also appoint and maintain one or more paying agents in Singapore to whom payments of principal on definitive Notes may be made by presenting and surrendering such Notes at the office of such Singapore paying agent, such Singapore paying agent to have the same duties and rights conferred to a Paying Agent.
Section 2.05Holders Lists. The Trustee, as Registrar, shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least two Business Day before each Interest Payment Date and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders.
Section 2.06Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only as provided in the Appendix to this Indenture. The Company or the Trustee may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to the terms of this Indenture (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 4.08 and 9.04). The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected and delivered for redemption or any Notes for a period of 15 days before an Interest Payment Date.
Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agents, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest (and Additional Amounts, if any) on such Note and for all other purposes whatsoever, whether or not presentation of such Note is overdue, and none of the Company, the Trustee, any Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary.
All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among participants in DTC or beneficial owners of interests in any Global Notes) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
None of the Trustee, the Registrar, the Transfer Agent or any Paying Agent shall have any responsibility for any actions taken or not taken by the Company or the Depositary.
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Section 2.07Replacement Notes. If (a) any mutilated Note is surrendered to the Company, a Registrar, or the Trustee, or (b) the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and, unless otherwise agreed by the Company, the Registrar and the Trustee, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company, the Registrar or the Trustee that such Note has been acquired by a Protected Purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.
In case any such mutilated, destroyed, lost or stolen Note has become due and payable, or has been called for redemption by the Company pursuant to Article 3 of this Indenture, the Company in its discretion (but subject to any conversion rights) may, instead of issuing a new Note, pay or redeem such Note, as the case may be.
Upon the issuance of any new Note under this Section 2.07, the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expense (including the fees and expenses of the Trustee or the Registrar) in connection therewith.
Every replacement Note is an additional obligation of the Company.
The provisions of this Section 2.07 are exclusive and, to the extent lawful, shall preclude all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Section 2.08Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it pursuant to Section 2.10 hereof, those delivered to the Trustee for cancellation or surrendered for transfer or exchange and those described in this Section 2.08 as not outstanding. Except as set forth in Article 9 and Section 12.05, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.
If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a Protected Purchaser.
If any Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or the Maturity Date money sufficient to pay all principal, premium, interest and Additional Amounts (if any) payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date, such Notes (or portions thereof) will cease to be outstanding and interest on them will cease to accrue.
Section 2.09Temporary Notes. Until definitive Notes are ready for delivery, the Company may prepare and execute and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and execute and the Trustee shall authenticate definitive Notes and deliver them in exchange for temporary Notes.
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Section 2.10Cancellation. The Company at any time may deliver Notes to the Registrar for cancellation, along with a written notice to the Trustee advising it of the cancellation. The Registrar shall forward to the Trustee any Notes surrendered to it for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and dispose of (subject to the record retention requirements of the Exchange Act) all Notes surrendered for registration of transfer, exchange, payment or cancellation in accordance with its procedures for the disposition of canceled securities and upon the written request of the Company deliver a certificate of such disposition to the Company unless the Company timely directs the Trustee in writing to deliver canceled Notes to the Company, provided that such canceled Notes have not been previously disposed of by the Trustee. The Company may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee for cancellation.
Section 2.11CUSIP Numbers and ISINs. The Company in issuing the Notes may use “CUSIP” numbers and “ISINs” (if then generally in use) or similar numbers and, if so, the Trustee shall use “CUSIP” numbers, “ISINs” or similar numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee, in writing, of any change in any “CUSIP” or “ISIN” numbers.
Section 2.12Issuance of Additional Notes. The Company shall be entitled, subject to its compliance with Section 4.03 and the other terms of this Indenture, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the Issue Date, except that the issue price, issue date and date from which interest accrues may differ. Such Additional Notes may be issued in one or more series and with the same or different CUSIP number; provided, however, that unless such Additional Notes are issued under a separate CUSIP, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes. The Initial Notes and the Additional Notes, if any, shall be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase. Any Additional Notes shall be part of the same issue as the Initial Notes and shall vote on all matters with the Holders.
With respect to any Additional Notes, the Company shall set forth in an Officer’s Certificate, a copy of which shall be delivered to the Trustee, the following information:
(a)the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;
(b)the issue price, the issue date and the CUSIP and ISIN numbers, if any, of such Additional Notes; and
(c)whether such Additional Notes shall be Transfer Restricted Notes and issued in the form of Initial Notes as set forth in the Appendix to this Indenture.
The Trustee shall have the right to decline to authenticate and deliver any Additional Notes under this Section 2.12 if the Trustee, determines that such action may not lawfully be taken by the Company or if the Trustee in good faith by its board of directors or board of trustee, executive committee, or a trust committee of directors or trustees or Trust Officers shall determine that such action would expose the Trustee to personal liability to existing Holders of Notes.
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Article 3

Redemption
Section 3.01Notices to Trustee. If the Company elects to redeem Notes pursuant to Section 3.05 or Section 3.06 hereof, it shall notify the Trustee in writing of the redemption date and the principal amount of Notes to be redeemed, as hereinafter provided.
The Company must provide notice in the form of an Officer’s Certificate to the Trustee of any redemption, no later than three (3) Business Days prior to when notice is sent to Holders, unless some shorter period is reasonably agreed to by the Company and the Trustee. In the case of a redemption under Section 3.05 or Section 3.06, such notice shall be accompanied by an Officer’s Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions set forth in this Article 3 of this Indenture.
Section 3.02Notice of Redemption. At least 10 days but not more than 60 days before a date for redemption of Notes, the Company shall send a notice of redemption by first-class mail to each Holder to be redeemed at such Holder’s address as set forth in the Register, or in the case of Global Notes, in accordance with procedures of DTC. Notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Eligible Equity Offering and/or satisfaction of a financing or change of control. If such optional redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may not be) satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date so delayed.
The notice shall identify the Notes to be redeemed and shall state:
(a)the redemption date;
(b)the redemption price;
(c)that Notes called for redemption must be surrendered to any Paying Agent to collect the redemption price;
(d)that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on the redeemed Notes on and after the redemption date;
(e)the paragraph of the Notes pursuant to which the Notes called for redemption are being redeemed;
(f)the “CUSIP” or “ISIN” number, if any, and
(g)that no representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers, if any, listed in such notice or printed on the Notes.
At the Company’s request, delivered at least 3 Business Days prior to the date such notice of redemption is to be given to the Holder(s) (unless a shorter period shall be acceptable to the Trustee), the Trustee or any Paying Agent shall give the notice of redemption in the Company’s name and at the Company’s expense.
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In such event, the Company shall provide the Trustee or such Paying Agent with the information required by this Section 3.02.
Section 3.03Effect of Notice of Redemption. Once notice of redemption is mailed, Notes called for redemption become due and payable on the redemption date and at the redemption price stated in the notice and, on and after such redemption date, the Notes redeemed shall cease to bear interest. Upon surrender to a Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued and unpaid interest to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related Interest Payment Date). Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.
Section 3.04Deposit of Redemption Price. No later than 10:00AM New York time one Business Day prior to the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on that date other than Notes or portions of Notes called for redemption which have been delivered by the Company to the Trustee for cancellation.
Section 3.05Optional Redemption. Except as set forth below, the Company will not be entitled to redeem the Notes at its option.
At any time prior to July 29, 2028, the Company will have the right, at its option, to redeem any of the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of such Notes plus, the greater of (1) 1.00% of the then outstanding principal amount of the Notes, and (2) the excess, if any, of: (a) the present value at such redemption date of (i) the redemption price of the Notes at July 29, 2028 (such redemption price being set forth in the table below) plus (ii) all required interest payments thereon through July 29, 2028 (excluding accrued but unpaid interest to the redemption date), discounted to the redemption date on a semi- annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate as of such redemption date plus 50 basis points, over (b) the then outstanding principal amount of the Notes (the “Make-Whole Amount”), plus, in each case, any accrued and unpaid interest (including Additional Amounts, if any) on the principal amount of the Notes to (but excluding) the date of redemption. Neither the Trustee nor the Paying Agent shall be responsible for calculating the redemption price.
On and after July 29, 2028, the Company may, at its option, redeem all of the Notes at any time or part of the Notes from time to time at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on July 29 of the years set forth below:
Period      Redemption Price
2028 103.750%
2029 101.875%
2030 and thereafter     100.000%

At any time prior to July 29, 2028, the Company may at its option on one or more occasions redeem Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the outstanding Notes (including any Additional Notes) at a redemption price (expressed as a percentage of principal amount) of 107.500%, plus accrued and unpaid interest to, but excluding, the redemption date, with the Net Cash Proceeds from one or more Eligible Equity Offerings; provided, however, that:
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(1)at least 65% of such aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption (including any Additional Notes); and
(2)the Company gives notice of such redemption not more than 90 days after the consummation of the related Eligible Equity Offering.
If the Company is redeeming less than all the Notes at any time, the Notes, if physical, will be selected on a pro rata basis or by lot, or, in the case of Global Notes, in accordance with the depositary’s applicable procedures.
The Company will redeem Notes of U.S.$1,000 in whole and not in part. The Company will cause notices of redemption to be sent by first class mail, or in the case of Global Notes, in accordance with procedures of DTC, at least 10 but not more than 60 days before the redemption date to each Holder to be redeemed at its registered address.
If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.
Section 3.06Optional Tax Redemption. If as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of a Relevant Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, treaties, rules, or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the later of the Issue Date and the date a Relevant Jurisdiction becomes a Relevant Jurisdiction, (i) the Company or any successor has or will become obligated to pay any Additional Amounts as described above under Section 4.21 or (ii) any Subsidiary Guarantor or any successor has or will become obligated to pay Additional Amounts as described above under Section 4.21 (in the case of a Brazilian Subsidiary Guarantor or an Argentine Subsidiary Guarantor, with respect to Taxes in excess of the Minimum Withholding Level), the Company, such Subsidiary Guarantor or any such successor may, at its option, redeem all, but not less than all, of the Notes, at a redemption price equal to 100% of their principal amount, together with interest accrued to the date fixed for redemption, upon publication of irrevocable notice of redemption not less than 30 days nor more than 90 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 90 days prior to the earliest date on which such Additional Amounts would first be paid were a payment then due. Notwithstanding the foregoing, the Company, a Subsidiary Guarantor or any successor shall not have the right to so redeem the Notes unless: (i) it or the applicable Subsidiary Guarantor, as the case may be, has taken reasonable measures to avoid the obligation to pay Additional Amounts (or, in the case of an applicable Brazilian or Argentine Subsidiary Guarantor, Additional Amounts payable with respect to Taxes imposed in excess of the applicable Minimum Withholding Level); provided, however, for this purpose reasonable measures shall not include the Company, any Subsidiary Guarantor or any successor moving or changing jurisdiction; and (ii) it or such Subsidiary Guarantor, as the case may be, has complied with all necessary regulations to legally effect such redemption.
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In the event that the Company, a Subsidiary Guarantor or any successor elects to so redeem the Notes, it will deliver to the Trustee:
(1)a certificate, signed in the name of the Company by an authorized officer or by its attorney in fact in accordance with its bylaws or any successor, stating that the Company, a Subsidiary Guarantor or any successor, as the case may be, is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Company or any successor to so redeem have occurred or been satisfied; and
(2)an Opinion of Counsel to the effect that the Company or any successor has or will become obligated to pay Additional Amounts or, in the case of a Brazilian or Argentine Subsidiary Guarantor, has or will become obligated to pay Additional Amounts with respect to Taxes imposed in excess of the Minimum Withholding Level, as a result of the change or amendment, that the Company, such Subsidiary Guarantor, or any successor, as the case may be, cannot avoid payment of such Additional Amounts or excess Additional Amounts by taking reasonable measures available to it and that all governmental requirements necessary for the Company, such Subsidiary Guarantor or any successor to effect the redemption have been complied with.
Section 3.07Open Market Purchases. The Company or any of its Affiliates may purchase Notes in the market or in negotiated transactions at any time (in any manner and at any price); provided that any such purchased Notes will not be resold, except in compliance with applicable requirements or exemptions under the relevant securities laws. Any Notes redeemed or repurchased by the Company or any Affiliate may, at the option of the Company, continue to be outstanding or be cancelled.
Article 4

Covenants
Section 4.01Performance of Obligations under the Notes. The Company shall duly and punctually pay the principal of and premium, if any, and interest and Additional Amounts, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Each Subsidiary Guarantor shall duly and punctually pay any amounts owed by it under its Note Guarantee in accordance with the terms of the Notes and this Indenture. The principal and interest shall be considered paid on each of the dates due if on such date the Trustee or the Paying Agents hold in accordance with this Indenture money sufficient to pay all principal and interest then due.
Section 4.02Reports. If at any point the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company will furnish to the Holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
If at any point the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will furnish or cause to be furnished to the Trustee in English (for distribution only to the Holders of Notes):
•within 90 days after the end of the first, second and third quarters of the Company’s fiscal year (commencing with the quarter ending immediately following the Company no longer being subject to such reporting requirements), quarterly unaudited consolidated financial statements (including the notes thereto) prepared in accordance with IFRS of the Company for such period; and
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•within 120 days after the end of the fiscal year of the Company (commencing with the first fiscal year ending immediately following the Company no longer being subject to such reporting requirements), annual audited consolidated financial statements (including the notes thereto) prepared in accordance with IFRS of the Company for such fiscal year and a report on such annual financial statements by the Company’s certified independent accountants.
Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice or actual knowledge of any information contained therein or determinable from information contained therein, including the Company’s or any other Person’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s or any other Person’s compliance with the covenants described above or with respect to any reports or other documents filed under this Indenture; provided, however, that nothing herein shall relieve the Trustee of any obligations to monitor the Company’s timely delivery of all reports and certificates described in this Section 4.02.
Section 4.03Limitation on Indebtedness. (1) The Company will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that the Company or any Restricted Subsidiary may Incur Indebtedness if, on the date of such incurrence and after giving effect thereto and the application of the proceeds therefrom, the Net Debt to EBITDA Ratio would be no greater than 3.25 to 1.0.
(1)Notwithstanding clause (1) above, the Company or any Restricted Subsidiary may Incur the following Indebtedness:
(a)intercompany Indebtedness between or among the Company and any Restricted Subsidiary or between or among Restricted Subsidiaries; provided, however, that:
(i)if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness Incurred and the obligee is a Person other than the Company or a Subsidiary Guarantor, such Indebtedness must be expressly subordinated in right of payment to the Notes; and
(ii)any subsequent issuance or transfer of Capital Stock or any other event that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (a) at the time such event occurs;
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(b)Indebtedness:
(i)represented by the Notes (other than any Additional Notes) and the Note Guarantees (including in respect of any Additional Notes);
(ii)outstanding on the Issue Date;
(iii)consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (b) or the foregoing clause (1); or
(iv)consisting of Guarantees of any Indebtedness permitted under this Indenture;
(c)(i) (A) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration for, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of, or was otherwise acquired by, the Company) or (B) Indebtedness Incurred in connection with an acquisition; provided, however, that in either case on the date that such Restricted Subsidiary is acquired by the Company or the Indebtedness is Incurred in connection with an acquisition, (x) the Company would have been able to Incur U.S.$1.00 of additional Indebtedness pursuant to clause (1) above or (y) the Company would have a Net Debt to EBITDA Ratio not greater than the Net Debt to EBITDA Ratio prior to such incurrence, in each case after giving effect to the Incurrence of such Indebtedness pursuant to this subclause (i); and
(i)Refinancing Indebtedness Incurred by the Company or a Restricted Subsidiary in respect of Indebtedness Incurred pursuant to this clause (c);
(d)Indebtedness in respect of bankers’ acceptances, deposits, promissory notes, letters of credit, self-insurance obligations, completion guarantees, performance, surety, appeal or similar bonds and Guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of its business securing the performance of contractual or license obligations of the Company or any Restricted Subsidiary or Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims or payment obligations with self-insurance or similar requirements in the ordinary course of business;
(e)Purchase Money Indebtedness (including Capital Stock) and Capitalized Lease Obligations in an aggregate principal amount not to exceed at one time outstanding the greater of (i) U.S.$50.0 million and (ii) 1.0% of the Company’s Consolidated Total Assets, and Refinancing Indebtedness Incurred in respect of Indebtedness Incurred pursuant to this clause (e);
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(f)Hedging Obligations of the Company or any Restricted Subsidiary (entered into for non-speculative purposes) in the ordinary course of business or directly related to Indebtedness permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to this Indenture and Refinancing Indebtedness Incurred by the Company or a Restricted Subsidiary in respect of Indebtedness Incurred pursuant to this clause (f);
(g)Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Subsidiary (other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds (including non-cash proceeds) actually received by the Company or any Restricted Subsidiary thereof in connection with such disposition;
(h)Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence;
(i)Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes in accordance with this Indenture;
(j)Indebtedness consisting of (i) the financing of insurance premiums or (ii) take or pay obligations contained in supply agreements in the ordinary course of business;
(k)Indebtedness under one or more lines of credit or working capital facilities in an amount not to exceed the greater of U.S.$100.00 million and (ii) 7% of the Company’s Consolidated Total Assets;
(l)Indebtedness of the Company or any Restricted Subsidiary for taxes levied, assessments due and other governmental charges required to be paid as a matter of law or regulation in the ordinary course of business; and
(m)Indebtedness in an aggregate principal amount at any time outstanding not to exceed the greater of (i) U.S.$300.0 million and (ii) 14% of the Company’s Consolidated Total Assets (or the equivalent amount thereof at the time of determination).
For purposes of determining compliance with this covenant:
(i)in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, including clause (1) above, the Company, in its sole discretion, may classify, and from time to time may reclassify, such item of Indebtedness in one of the types of Indebtedness described above, including clause (1) above; and
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(ii)the Company will be entitled to divide and classify, and from time to time may reclassify, an item of Indebtedness in more than one of the types of Indebtedness described above, including clause (1) above.
Notwithstanding any other provision of this covenant, neither the Company nor any Restricted Subsidiary shall, with respect to any outstanding Indebtedness Incurred, be deemed to be in violation of this covenant solely as a result of fluctuations in the exchange rates of currencies.
For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate determined on the date of Incurrence, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness, provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a non-U.S. currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any Indebtedness Incurred to Refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated calculated based on the relevant currency exchange rates as calculated in the first sentence of this paragraph.
The accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant; provided that any such outstanding additional Indebtedness in respect of Indebtedness Incurred pursuant to any provision of clause (2) above will be counted as Indebtedness outstanding for purposes of any future Incurrence of Indebtedness pursuant to clause (1) above.
Section 4.04Limitation on Restricted Payments. (1) The Company will not, and will not permit any Restricted Subsidiary, directly or indirectly, to:
(a)declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Company or any Restricted Subsidiary of the Company) except dividends or distributions payable solely in the form of its Capital Stock (other than Disqualified Stock) and except dividends or distributions payable to the Company or any Restricted Subsidiary (and, if such Restricted Subsidiary has shareholders other than the Company or any other Restricted Subsidiary, to its other shareholders on a pro rata basis);
(b)purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company held by Persons other than the Company or another Restricted Subsidiary (other than a purchase, redemption, retirement or other acquisition for value that would constitute a Permitted Investment);
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(c)purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than the purchase, repurchase, redemption, defeasance or other acquisition of Subordinated Obligations made in anticipation of satisfying a sinking fund obligation, a principal installment or a final maturity, in each case, due within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition); or
(d)make any Investment (other than a Permitted Investment) in any Person;
(the actions described in clauses (a) through (d) above being herein referred to as “Restricted Payments” and each, a “Restricted Payment”), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment:
(i)an Event of Default will have occurred and be continuing;
(ii)the Company is not able to Incur at least U.S.$1.00 of additional Indebtedness pursuant to clause (1) of Section 4.03; or
(iii)the aggregate amount of such Restricted Payment and all other Restricted Payments made subsequent to the Issue Date would exceed the sum of, without duplication:
(A)50% of the aggregate amount of Consolidated Adjusted Net Income accrued during the period (treated as one accounting period) beginning on January 1, 2017 and ending on the last day of the most recent fiscal quarter for which financial statements are available prior to the date of such Restricted Payment (or, in case such Consolidated Adjusted Net Income will be a loss, minus 100% of such loss); plus
(B)the aggregate Net Cash Proceeds, and the Fair Market Value of any property, received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date (other than Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Restricted Subsidiary of the Company); plus
(C)(1) the amount of a Guarantee of the Company or any Restricted Subsidiary upon the unconditional release in full of the Company or such Restricted Subsidiary from such Guarantee if such Guarantee was previously treated as a Restricted Payment; and
(1)in the event that the Company or any Restricted Subsidiary makes an Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary, an amount equal to the Company’s or such Restricted Subsidiary’s existing Investment in such Person; provided that any amount added pursuant to clauses (1) and (2) of this clause (C) shall not exceed the amount of such Investment or Guarantee, respectively, previously made and treated as a Restricted Payment; provided, however, that no amount will be included under this clause (C) to the extent it is already included in Consolidated Adjusted Net Income; plus
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(D)the amount by which Indebtedness of the Company or any Restricted Subsidiary is reduced on the Company’s balance sheet or the balance sheet of any Restricted Subsidiary, in each case, upon the conversion or exchange (other than for Indebtedness held by the Company or any Restricted Subsidiary) subsequent to the Issue Date of any such Indebtedness for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash or the Fair Market Value of other property distributed by the Company or any Restricted Subsidiary upon such conversion or exchange); plus
(E)the amount equal to the net reduction of Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in any Person resulting from repurchases or redemptions of such Investment by such Person, proceeds realized upon the sale of such Investment, repayments of loans or advances or other transfers of assets (including by way of dividend or distribution) by such Person to the Company or any Restricted Subsidiary; provided that any amount added pursuant to this clause (E) shall not exceed the amount of such Investment previously made and treated as a Restricted Payment; provided, further, that no amount will be included under this clause (E) to the extent it is already included in Consolidated Adjusted Net Income; plus
(F)100% of any dividends received by the Company or any of its Restricted Subsidiaries from an Unrestricted Subsidiary or any joint venture; provided, however, that no amount will be included under this clause (F) to the extent it is already included in Consolidated Adjusted Net Income; plus
(G)U.S.$35.0 million (or the equivalent in other currencies).
The provisions of Section 4.04 above shall not prohibit:
(a)any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent issuance or sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Restricted Subsidiary of the Company); provided, however, that (x) such Restricted Payment will be excluded in the calculation of the amount of Restricted Payments pursuant to clause (1)(d)(iii) above and (y) the Net Cash Proceeds from such sale of Capital Stock, to the extent such Net Cash Proceeds are used for such Restricted Payment will be excluded from clause (1)(d)(iii)(B) of this covenant;
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(b)any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations made in exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations that is permitted to be Incurred pursuant to the covenant described under Section 4.03; provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value will be excluded in the calculation of the amount of Restricted Payments pursuant to clause (1)(d)(iii) above;
(c)any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations owed to the Company or any of its Restricted Subsidiaries, the incurrence of which was permitted under clause (2)(a) of the covenant described under Section 4.03; provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value will be excluded in the calculation of the amount of Restricted Payments pursuant to clause (1)(d)(iii) above;
(d)so long as no Default has occurred and is continuing, any purchase or redemption of Subordinated Obligations at a purchase price of up to 101% of the principal amount thereof (together with accrued and unpaid interest) in the event of the occurrence of a Change of Control; provided, however, that prior to such purchase or redemption, the Company (or a third party to the extent permitted by this Indenture) has made the Change of Control Offer described under Section 4.08 and has purchased all Notes validly tendered and not withdrawn pursuant thereto; and provided further that any such purchase shall not be included in the calculation of the amount of Restricted Payments pursuant to clause (1)(d)(iii) above;
(e)dividends paid or distributions made after the date of declaration thereof if at such date of declaration such dividend or distribution would have complied with this covenant; provided, however, that the payment or declaration, but not both the payment and the declaration, of such dividend will be included in the calculation of the amount of Restricted Payments pursuant to clause (1)(d)(iii) above;
(f)so long as no Default has occurred and is continuing, any purchase or redemption of Subordinated Obligations from Net Available Cash; provided that the Company has complied with the covenant described under Section 4.06; provided, further, that such purchase or redemption shall be included in the calculation of the amount of Restricted Payments pursuant to clause (1)(d)(iii) above;
(g)the purchase, redemption or other acquisition or retirement for value of Capital Stock of the Company pursuant to the Company’s Share Repurchase Program, the aggregate of which shall not exceed 5% of the outstanding Capital Stock of the Company in any twelve-month period starting on January 1 of any year; provided, however, that such payment shall be excluded in the calculation of the amount of Restricted Payments pursuant to clause (1)(d)(iii) above;
(h)repurchases of Capital Stock deemed to occur upon the exercise of stock options, warrants or other convertible securities if such Capital Stock represents a portion of the exercise price thereof and cash payments in lieu of the issuance of fractional shares; provided, however, that such repurchases shall be excluded from calculations of the amount of Restricted Payments pursuant to clause (1)(d)(iii) above;
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(i)payments of dividends on Disqualified Stock issued pursuant to the covenant described under Section 4.03; provided, however, that such payments shall be excluded from the calculation of the amount of Restricted Payments pursuant to clause (1)(d)(iii) above;
(j)any Restricted Payments made with the Capital Stock of an Unrestricted Subsidiary (or from the proceeds of a sale thereof); provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments pursuant to clause (1)(d)(iii) above;
(k)other Restricted Payments in an aggregate amount not to exceed U.S.$35.0 million since the Issue Date; provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments pursuant to clause (1)(d)(iii) above; and
(l)payments of dividends in respect of Capital Stock in an aggregate amount not to exceed U.S.$40.0 million per year; provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments pursuant to clause (1)(d)(iii) above.
The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred, issued, purchased, repurchased, redeemed, retired, defeased or otherwise acquired by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment.
Section 4.05Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not and will not permit any Restricted Subsidiary to directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1)pay dividends or make any other distributions on the Capital Stock of the Restricted Subsidiary owned by the Company to the Company or any Restricted Subsidiary;
(2)pay any Indebtedness owed to the Company or any Restricted Subsidiary;
(3)make loans or advances to the Company or any Restricted Subsidiary; or
(4)transfer any of its properties or assets to the Company or any Restricted Subsidiary.
However, the preceding restrictions will not apply to encumbrances or restrictions:
(i)existing under or by reason of applicable law or governmental rule, regulation or order;
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(ii)existing with respect to any Person, or on any property or assets acquired from a Person which is acquired by or merged with or into the Company or any Restricted Subsidiary, or by reason of any Liens on the property or assets, or relating to the Indebtedness, of any Person or other entity existing at the time such Person or other entity becomes a Restricted Subsidiary, or restriction relating to Indebtedness of any such Person and, in any such case, is not created as a result of or in connection with or in anticipation of any such transaction; provided that such Liens and any extensions, renewals, replacements or refinancing thereof may not extend to any other property owned by the Company or any Restricted Subsidiary; provided further that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iii)on any property or assets existing at the time of acquisition thereof and which are not created as a result of or in connection with or in anticipation of such acquisition; provided that such encumbrances and restrictions and any extensions, renewals, replacements or refinancing thereof may not extend to any other property owned by the Company or any Restricted Subsidiary; provided further that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(iv)in the case of clause (4) above:
(a)that exist by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture;
(b)that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract or contractual right; or
(c)imposed by Purchase Money Indebtedness for property acquired in the ordinary course of business or by Capitalized Lease Obligations permitted under this Indenture on the property so acquired, but only to the extent that such encumbrances or restrictions restrict the transfer of the property;
(v)imposed by the standard loan documentation in connection with loans from (i) Banco Nacional de Desenvolvimento Econômico e Social— BNDES (including loans from Financiadora de Estudos e Projetos— FINEP) or any other Brazilian or Argentine governmental development bank (including, without limitation, Fundo de Desenvolvimento do Centro Oeste – FDCO), credit agency or other entity, or (ii) the International Finance Corporation or any other international or multilateral development bank, government sponsored agency, export-import bank or official export-import credit insurer to any Restricted Subsidiary;
(vi)imposed by any agreement governing Indebtedness of the Company or any Restricted Subsidiary that is permitted to be Incurred by the covenant described under Section 4.03; provided that the encumbrance or restriction is customary in comparable financings and will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes;
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(vii)existing by reason of Liens that secure Indebtedness otherwise permitted to be incurred under the provisions of the covenant described under Section 4.09 above and that limit the right of the debtor to dispose of the assets subject to such Liens;
(viii)imposed with respect to a Restricted Subsidiary pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(ix)with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business;
(x)required pursuant to this Indenture; or
(xi)existing on the Issue Date and any amendments, extensions, renewals, replacements or refinancing thereof; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than the encumbrances or restrictions being extended, renewed, replaced or refinanced.
Section 4.06Limitation on Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition unless the following conditions are met:
(a)The Asset Disposition is for Fair Market Value;
(b)At least 50% of the consideration consists of (i) cash or Temporary Cash Investments or (ii) Additional Assets received at closing. (For purposes of this clause (b), the assumption by the purchasers of Indebtedness or other obligations (other than Subordinated Obligations) of the Company or a Restricted Subsidiary pursuant to a customary novation agreement, and instruments or securities received by the Company or any of its Restricted Subsidiaries from the purchasers that are converted into cash or Temporary Cash Investments within 365 days of the closing shall be considered to be cash received at closing);
(c)Within 365 days after the receipt of any Net Available Cash from an Asset Disposition, the Net Available Cash may be used:
(i)to permanently repay Indebtedness, other than Subordinated Obligations, of the Company or any Restricted Subsidiary, in each case owing to a Person other than the Company, any Restricted Subsidiary or an Affiliate of the Company; or
(ii)to acquire (or within such 365-day period, the Company shall have made a good faith determination to acquire or make capital expenditures, which acquisition shall be consummated, or capital expenditure shall be made prior to the second anniversary of such Asset Disposition) (i) all or substantially all of the assets of a Related Business, or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Related Business, or to make capital expenditures or otherwise acquire long-term assets that are to be used in a Related Business; or (ii) Additional Assets for the Company or its Restricted Subsidiaries; or
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(iii)any combination of (i) and (ii);
(d)The Net Available Cash of an Asset Disposition not applied (or determined by the Company to be applied) pursuant to paragraph (c) above within 365 days of the Asset Disposition shall constitute “Excess Proceeds.” Excess Proceeds of less than U.S.$50.0 million (or the equivalent thereof at the time of determination) will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds U.S.$50.0 million, the Company shall, within 30 days, make an Asset Sale Offer (as defined in clause (2) below) to purchase Notes having a principal amount equal to:
(i)the accumulated Excess Proceeds, multiplied by
(ii)a fraction (x) the numerator of which is equal to the then outstanding principal amount of the Notes and (y) the denominator of which is equal to the then outstanding principal amount of the Notes and all pari passu Indebtedness similarly required to be repaid, redeemed or tendered for in connection with the Asset Disposition, rounded down to the nearest U.S.$1,000.
Upon completion of the Asset Sale Offer, Excess Proceeds will be reset at zero and the Company shall be entitled to use any remaining proceeds for any corporate purposes to the extent permitted under this Indenture.
(1) (a) In the event of an Asset Disposition that requires the purchase of Notes pursuant to clause (1)(d) above, the Company will make an offer (an “Asset Sale Offer”) to purchase Notes (and any other pari passu Indebtedness similarly required to be repaid, redeemed or tendered for in connection with the Asset Disposition), at a purchase price, in U.S. dollars, of 100% of their principal amount (or such lesser amount required in the case of any other Senior Indebtedness) plus accrued and unpaid interest (including Additional Amounts, if any) thereon, to, but excluding, the date of purchase and (b) if the aggregate purchase price of the Notes (and any other such Indebtedness) tendered pursuant to the Asset Sale Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the Notes and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of U.S.$1,000 or multiples thereof; provided that after a purchase from a Holder in part, such Holder shall hold U.S.$10,000 in principal amount of Notes or a multiple of U.S.$1,000 in excess thereof.
(2)The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 of the Exchange Act and any other applicable securities laws or regulations in connection with any repurchase of Notes pursuant to this covenant. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.
Section 4.07Limitation on Transactions with Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:
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(a)the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary, taken as a whole, than those that would have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate; and
(b)the Company delivers to the Trustee prior to entering into such Affiliate Transaction:
(i)with respect of any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of U.S.$10.0 million, an Officer’s Certificate stating that such Affiliate Transaction complies with this covenant;
(ii)with respect of any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of U.S.$50.0 million, an Officer’s Certificate stating that such Affiliate Transaction was approved by the independent members of the Board of Directors; and
(iii)with respect of any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of U.S.$100.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an independent international investment banking, auditing, valuation or consulting firm of recognized standing.
The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:
(i)transactions between or among the Company and any Restricted Subsidiary or between two or more Restricted Subsidiaries;
(ii)the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company or its Restricted Subsidiaries;
(iii)transactions or payments (including loans and advances) pursuant to an employee, officer or director compensation or benefit plan, customary indemnifications or arrangements entered into in the ordinary course of business, on market terms and consistent with past practice or industry norms;
(iv)any agreement in effect as of the Issue Date or any amendment, supplement, restatement, replacement, renewal, extension, refinancing thereof or thereto (so long as the renewed or replaced agreement, when taken as a whole, is not materially more disadvantageous to the Holders than such original agreement in effect on the Issue Date) or any transaction contemplated thereby;
(v)any issuance or sale of Capital Stock of the Company (other than Disqualified Stock);
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(vi)Permitted Investments and Restricted Payments that are permitted by the provisions of the covenant described under Section 4.04;
(vii)the provision of administrative services to any joint venture or Unrestricted Subsidiary on substantially the same terms provided to or by Restricted Subsidiaries;
(viii)any Sale and Leaseback Transaction otherwise permitted under the caption Section 4.10 if such transaction is on market terms;
(ix) (A) transactions with customers, clients, distributors, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and on market terms, or (B) transactions with joint ventures or other similar arrangements entered into in the ordinary course of business, on market terms and consistent with past practice or industry norms; and
(x)the transaction by and among the Company and the Permitted Holder under the Transaction Agreement, the Memorandum of Understanding and any transactions related, ancillary or complementary thereto.
Section 4.08Repurchases at the Option of the Holders Upon Change of Control Repurchase Event. If a Change of Control Repurchase Event occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (in integral multiples of U.S.$1,000) of that Holder’s Notes pursuant to a Change of Control Offer (as defined below) on the terms set forth in this Indenture. No such purchase in part shall reduce the outstanding principal amount of the Notes held by any Holder to below U.S.$10,000. In the Change of Control Offer, the Company will offer a “Change of Control Payment” in U.S. dollars equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased, to the date of purchase (subject to the right of the Holders of record on the relevant Record Date to receive interest and Additional Amounts, if any, on the relevant Interest Payment Date).
No later than 30 days following a Change of Control Repurchase Event, the Company will make a “Change of Control Offer” by notice to each Holder of Notes by mailing and publishing such notice in accordance with the provision set out under Section 3.02 below (a copy of which will be delivered to the Trustee), describing the transaction or transactions that constitute the Change of Control Repurchase Event and offering to repurchase Notes on the date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 10 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Indenture and described in such notice.
The Company will comply, to the extent applicable, with the requirements of Section 14(e)-1 of the Exchange Act and any other applicable securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of its compliance with such securities laws or regulations.
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The provisions described above that require the Company to make a Change of Control Offer following a Change of Control Repurchase Event will be applicable whether or not any other provisions of this Indenture are applicable (other than as set forth below). Except as described above with respect to a Change of Control Repurchase Event, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
The Company will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements, set forth in this Indenture, that are applicable to a Change of Control Offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, the Company may make a Change of Control Offer in advance of a Change of Control and conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the offer to purchase is made.
In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company or a third party purchases all the Notes held by such Holders, the Company will have the right, on not less than 10 no more than 60 days’ prior written notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Change of Control Offer plus, to the extent not included in the Change of Control Offer payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption.
Section 4.09Limitation on Liens. The Company will not, and will not permit any Restricted Subsidiary to, issue or assume any Indebtedness secured by a Lien (the “Initial Lien”) upon any property or assets of the Company or any Restricted Subsidiary (other than the Capital Stock of any Unrestricted Subsidiary) without effectively providing that the Notes (together with, if the Company so determines, any other Indebtedness or obligations then existing or thereafter created) shall be secured equally and ratably with (or prior to) such Indebtedness so long as such Indebtedness shall be so secured; provided, however, that any Lien created for the benefit of the Holders of the Notes (and, if applicable, Holders of such other Indebtedness or obligations) pursuant to the foregoing shall provide by its terms that such Lien will be automatically and unconditionally released and discharged upon release and discharge of the Initial Lien; except that the foregoing provisions shall not apply to (without duplication) any Permitted Lien.
Section 4.10Limitation on Sale and Leaseback Transactions. The Company will not and will not permit any Restricted Subsidiary to enter into any Sale and Leaseback Transaction unless:
(a)either the Company or such Restricted Subsidiary would be entitled:
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(i)pursuant to Section 4.03 above, to Incur Indebtedness in a principal amount equal to or exceeding the Attributable Debt in respect of such Sale and Leaseback Transaction; and
(ii)pursuant to Section 4.09 above, to Incur a Lien to secure such Indebtedness;
(b)the net proceeds received by the Company or such Restricted Subsidiary in connection with such Sale and Leaseback Transaction are at least equal to the Fair Market Value (as determined by the Board of Directors of the Company) of such property; and
(c)the Company or such Restricted Subsidiary applies the proceeds of such Sale and Leaseback Transaction in compliance with Section 4.06.
Section 4.11Maintenance of Corporate Existence. Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and shall use its reasonable efforts to do or cause to be done all things necessary to preserve and keep in full force and effect its rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the failure to do so does not, and would not reasonably be expected to have a Material Adverse Effect.
Section 4.12Maintenance of Properties. The Company shall cause all properties used or useful in the conduct of its business or the business of any Subsidiary Guarantor to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals and replacements, thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.12 shall prevent the Company from discontinuing the operation or maintenance of any of such properties or the supply of equipment if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary Guarantor and would not reasonably be expected to have a Material Adverse Effect.
Section 4.13Compliance with Applicable Laws. The Company shall, and shall cause each Subsidiary Guarantor to, comply with all laws, rules, regulations and orders of any governmental authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
Section 4.14Permitted Lines of Business. The Company and its Restricted Subsidiaries will not engage in any business other than a Similar Business.
Section 4.15Payment of Taxes and Other Claims. The Company shall, and shall cause each Subsidiary Guarantor to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties before they shall become delinquent and (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, would reasonably be expected to give rise to a Lien upon any of its properties, unless in each of clause (a) and clause (b), such taxes, assessments, governmental charges or levies or lawful claims are then the subject of a Good Faith Contest or except where nonpayment thereof would not have a Material Adverse Effect.
Section 4.16Appointment of the Trustee. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, shall appoint in the manner provided in Section 7.07, a successor Trustee, so that there shall at all times be a Trustee with respect to the Notes.
Section 4.17Maintenance of Books and Records. The Company shall keep, and shall cause each Subsidiary Guarantor to keep, proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities.
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Section 4.18Maintenance of Office or Agency in the State of New York. The Company shall ensure the maintenance in the State of New York an office or agency where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to ensure the maintenance of any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, and, in such event, the Trustee shall act as the Company’s agent to receive all such presentations, surrenders, notices and demands.
The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve either the Company of its obligation to maintain an office or agency in the State of New York for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.
Section 4.19Statement as to Compliance; Notices of Certain Events. The Company will deliver to the Trustee within 120 days of the end of each fiscal year of the Company (i.e. April 30 of each year), a certificate, from its principal executive officer, principal financial officer or principal accounting officer, stating whether or not to the best knowledge of the signer thereof the Company is in compliance (without regard to periods of grace or notice requirements) with all conditions and covenants under this Indenture, and if the Company shall not be in compliance, specifying such non-compliance and the nature and status thereof of which such signer may have knowledge.
The Company shall, and shall cause the Restricted Subsidiaries to, so long as any of the Notes are outstanding, deliver to the Trustee, within ten Business Days after obtaining actual knowledge thereof, written notice in the form of an Officer’s Certificate, of any Default that has occurred and is still continuing, of the status thereof and what action the Company is taking or proposing to take with respect thereof.
Section 4.20Singapore Listing. (a) The Company will each use commercially reasonable efforts to obtain and maintain listing of the Notes on the Singapore Exchange Securities Trading Limited (the “Singapore Stock Exchange”). So long as the Notes are listed on the Singapore Stock Exchange and the rules of such exchange so require, transfers or exchange of definitive Notes may be made by presenting and surrendering such Notes at, and obtaining new definitive Notes from, the office of a Singapore paying agent to be appointed by the Company, such Singapore paying agent to have the same duties and rights conferred to a Paying Agent. The Notes will be traded in a minimum board lot size of U.S.$200,000 as long as the Notes are listed on the Singapore Stock Exchange.
Section 4.21Additional Amounts. All payments by the Company in respect of the Notes or the Subsidiary Guarantors in respect of the Note Guarantees shall be made without withholding or deduction for or on account of any present or future taxes, duties, assessments, or other governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction unless the Company or the Subsidiary Guarantors are required by law to deduct or withhold such Taxes.
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In the event that withholding or deduction is required by the Company in respect of the Notes or the Subsidiary Guarantors in respect of the Note Guarantees for or on account of any Taxes imposed or levied by or on behalf of any jurisdiction which the Company or Subsidiary Guarantors are organized or are resident for tax purposes, or any other jurisdiction through which any payments under the Notes are made by or on behalf of the Company or the Subsidiary Guarantors, or any political subdivision thereof, having power to tax (a “Relevant Jurisdiction”), the Company or the Subsidiary Guarantors will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental or other authority and pay such additional amounts as may be necessary to ensure that the net amounts receivable by Holders of Notes after such withholding or deduction shall equal the respective amounts of principal and interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction (“Additional Amounts”). However, no such Additional Amounts shall be payable:
•to, or to a third party on behalf of, a Holder or beneficial owner who is liable for any present or future Taxes in respect of a Note by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of such holder or beneficial owner, if such Holder or beneficial owner is an estate, a trust, a partnership, a limited liability company or a corporation) and the Relevant Jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein, other than the mere holding of the Note or enforcement of rights and the receipt of payments with respect to the Note;
•in respect of Notes presented (if presentation is required) more than 30 days after the Relevant Date (as defined below) except to the extent that the Holder of such Note would have been entitled to such Additional Amounts, on surrender of such Note for payment on the last day of such period of 30 days;
•in relation with the application of Luxembourg law of December 23, 2005, as amended from time to time, introducing a 20% withholding Tax on certain interest payments made for the immediate benefit of individuals resident in Luxembourg;
•in respect of any Taxes imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date of this Indenture (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any agreement entered into pursuant to Section 1471(b) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code or any fiscal or governmental regulations, rules or practices adopted pursuant to such intergovernmental agreement;
•to, or to a third party on behalf of, a Holder or beneficial owner who is liable for any present or future Taxes by reason of such Holder’s or a beneficial owner’s failure to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Relevant Jurisdiction, if (1) compliance is required by the Relevant Jurisdiction as a precondition to exemption from, or reduction in the rate of, the Tax and (2) the Company has given at least 30 days’ notice, addressed to the Holders, that Holders or beneficial owners will be required to comply with such certification, identification or other requirement;
•in respect of any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property or similar Tax;
•in respect of any Tax which is payable other than by deduction or withholding from payments of principal of or interest on the Note; or
•in respect of any combination of the above.
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In addition, no Additional Amounts shall be paid with respect to any payment on a Note to a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the laws of the Relevant Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest Holder in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder.
“Relevant Date” means, with respect to any payment on a Note, whichever is the later of: (i) the date on which such payment first becomes due; and (ii) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which notice is given to the Holders that the full amount has been received by the Trustee. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation. Except as specifically provided above, neither the Company nor the Subsidiary Guarantors shall be required to make a payment with respect to any Taxes imposed by any government or a political subdivision or taxing authority thereof or therein.
In the event that Additional Amounts actually paid with respect to the Notes described above are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder or a beneficial owner of such Notes, and, as a result thereof such Holder or beneficial owner is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder or beneficial owner shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company or, as the case may be, the Subsidiary Guarantors.
Any reference in this Indenture or the Notes to principal, interest or any other amount payable in respect of the Notes by the Company or the Note Guarantees by the Subsidiary Guarantors will be deemed also to refer to any Additional Amount, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this Section 4.21.
The Company or the relevant Subsidiary Guarantor, as the case may be, shall use reasonable efforts to furnish to the Trustee the official receipts (or a certified copy of the official receipts) evidencing payment of any Tax. Copies of such receipts shall be made available to Holders of the Notes by the Trustee upon request.
The Company and each Subsidiary Guarantor shall promptly pay when due any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies, and any penalties, additions to tax or interest due with respect thereto, that may be imposed in any jurisdiction from the execution, issue, delivery or registration of the Notes, this Indenture or any other document or instrument referred to herein or therein, or in connection with any enforcement action, excluding (i) any such taxes, charges or similar levies imposed by any jurisdiction outside of Luxembourg or the jurisdiction of incorporation of such Subsidiary Guarantor other than those resulting from, or required to be paid in connection with, the enforcement of the Notes following the occurrence of any Default or Event of Default, and (ii) any such taxes, charges or similar levies imposed by Luxembourg arising from the registration by, or on behalf of a holder, or other action and not required for the enforcement of the Notes.
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Section 4.22Guarantees by Significant Subsidiaries. If, after the Issue Date, the Company or any Subsidiary Guarantor acquires or creates a Significant Subsidiary or (ii) if, as of the end of any fiscal year after the Issue Date, any Person (other than a Subsidiary Guarantor) is a Significant Subsidiary (based on the audited financial statements of the Company delivered to the Trustee pursuant to the covenant described in Section 4.02), within 15 Business Days of such acquisition, creation or delivery of financial statements, as applicable, the Company will cause such Significant Subsidiary to:
(A)execute and deliver to the Trustee a supplemental indenture in the form attached as an exhibit to this Indenture pursuant to which such Significant Subsidiary shall, subject to applicable legal limitations, unconditionally guarantee all of the Company’s obligations under the Notes and this Indenture; and
(B)deliver to the Trustee one or more opinions of counsel that (a) such supplemental indenture has been duly authorized, executed and delivered by such Significant Subsidiary, (b) such supplemental indenture constitutes a valid and legally binding obligation of such Significant Subsidiary in accordance with its terms and (c) all conditions precedent to the execution of such supplemental indenture have been satisfied.
Notwithstanding the foregoing,
(1)such Significant Subsidiary will not be required to guarantee the Company’s obligations under the Notes and this Indenture if (a) the Company and the other Subsidiary Guarantors at the time of determination would directly (i) hold at least 75% of the Company’s Consolidated Total Assets on a consolidated basis as of the most recent quarterly balance sheet and (ii) generate revenues of at least 75% of the Company’s Consolidated Net Revenue on a consolidated basis for the twelve-month period ending on the date of the Company’s most recent quarterly consolidated statement of income; or (b) such Significant Subsidiary is not permitted to do so under local law or due to a contractual restriction or because of the existence of minority shareholders; and
(2)any such Significant Subsidiary’s guarantee of the Company’s obligations under the Notes and this Indenture will be limited to the maximum amount that (i) would not render such Significant Subsidiary’s obligations subject to avoidance under applicable law, including applicable fraudulent conveyance laws, or (ii) would not result in a breach or violation by such Significant Subsidiary of any then-existing agreement to which it is party.
Section 4.23Payments and Paying Agents. (a) Whenever the Company shall appoint a Paying Agent other than The Bank of New York Mellon with respect to the Notes, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.23:
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(i)that it will hold all sums received by it as such agent for the payment of the principal of or interest, as the case may be, on any Notes (whether such sums have been paid to it by or on behalf of the Company or by any other obligor on the Notes) in trust for the benefit of the Holders;
(ii)that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal of or interest on any Notes, as the case may be (including Additional Amounts) and any other payments to be made by or on behalf of the Company under this Indenture or the Notes when the same shall be due and payable; and
(iii)that it will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of the failure referred to in clause (ii) above.
(a)The Trustee shall arrange with the Paying Agent for the payment, from funds furnished by the Company to the Trustee pursuant to this Indenture, of the principal of and interest and other amounts due on the Notes (including Additional Amounts) and of the compensation of such Paying Agent for its services as such.
(b)Anything in this Section 4.23 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a satisfaction and discharge with respect to any Notes hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such Notes by the Company or the Paying Agent hereunder as required by this Section 4.23, such sums to be held by the Trustee upon the trusts herein contained.
(c)Anything in this Section 4.23 to the contrary notwithstanding, the agreements to hold sums in trust as provided in this Section are subject to the provisions of Section 8.02.
(d)The Company agrees to indemnify the Holders and the Trustee (which for purposes of this Section 4.23(e) shall be deemed to include its directors, officers, agents and employees) against any failure on the part of the Paying Agent to pay, in accordance with the terms hereof, any sum due in respect of the Notes on the applicable payment date.
Section 4.24Ranking. The Company and each Subsidiary Guarantor shall ensure that the Notes and the Note Guarantees, respectively, will constitute general senior unconditional and unsubordinated obligations of the Company and such Subsidiary Guarantor, respectively, and will rank at least equally to all other present and future senior unsecured obligations of the Company and such Subsidiary Guarantor, respectively (other than obligations preferred by statute or by operation of law).
Section 4.25Further Actions.Upon the request of the Trustee, each of the Company and each Subsidiary Guarantor shall execute such further documents and do all acts and things as may be reasonably necessary in order to give effect to this Indenture, the Notes and each Note Guarantee.
Article 5 Consolidation, Merger, Conveyance, Sale or Lease Section 5.01Consolidation, Merger, Conveyance, Sale or Lease.
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The Company will not consolidate with or merge into another Person or sell, convey, transfer, or otherwise dispose of or lease all or substantially all of its assets (determined on a consolidated basis) to any Person unless:
(a) (i) the Company is the continuing Person or (ii) the resulting, surviving or transferee Person (the “Successor Company”) is organized and existing under the laws of Argentina, Brazil, Uruguay, the United States of America, any state thereof or the District of Columbia or any other country member of the Organization for Economic Co-operation and Development (OECD) and expressly assumes by supplemental indenture, executed and delivered to the Trustee, in form as set forth in this Indenture or as otherwise satisfactory to the Trustee, all of the obligations of the Company under this Indenture and the Note Guarantees;
(b)immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c)immediately after giving effect to such transaction, the Company or the Successor Company (i) could Incur at least U.S.$1.00 of Indebtedness under clause (1) of the covenant described under Section 4.03 above or (ii) would have a Net Debt to EBITDA Ratio less than or equal to that of the Company immediately prior to such transaction;
(d)each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (a) above shall apply) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes unless such Subsidiary Guarantor’s then existing Note Guarantee remains in full force and effect; and
(e)the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Indenture and that all conditions precedent therein relating to such transaction have been complied with.
None of the Subsidiary Guarantors shall, and the Company will not cause or permit any Subsidiary Guarantor to, consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person (other than the Company or any Restricted Subsidiary) unless:
(1) (x) the resulting, surviving or transferee Person (if not such Subsidiary Guarantor) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary Guarantor was organized or under the laws of Argentina, Brazil or Uruguay, or any political subdivision thereof, the United States of America or any state thereof or the District of Columbia or any other country member of the Organization for Economic Co- operation and Development (OECD), and (y) such Person shall expressly assume, by supplemental indenture, all the obligations of such Subsidiary Guarantor, if any, under such Note Guarantee;
(2)immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and
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(3)the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such guarantee agreement, if any, complies with this Indenture;
provided, however, that the provisions of this paragraph shall not apply if such Subsidiary Guarantor is released from its Note Guarantee pursuant to clause (i) or (ii) of Section 10.09(f) as a result of such sale, disposition, consolidation, amalgamation or merger.
Notwithstanding the restriction described in clause (b) and (c) of the first paragraph of this Section 5.01 or clause (2) of the second paragraph of this Section 5.01, any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company, the Company may merge into a Restricted Subsidiary for the purpose of reincorporating the Company in another jurisdiction, and any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to another Restricted Subsidiary.
Article 6

Defaults and Remedies
Section 6.01Events of Default. An “Event of Default” with respect to the Notes is defined in this Indenture as being a:
(1)default for 30 days in payment of any interest or Additional Amounts on the Notes when the same becomes due and payable;
(2)default in payment of principal of or premium, if any, on the Notes when the same becomes due and payable, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise;
(3)failure by the Company to comply with the provisions described under Article 5;
(4)default in the performance, or breach, of any other covenant or obligation of the Company or any Restricted Subsidiary in this Indenture and continuance of such default or breach for a period of 60 consecutive days after written notice specifying such default or breach is given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes;
(5)default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Company or any Restricted Subsidiary (or the payment of which is Guaranteed by the Company or any Restricted Subsidiary) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:
(A)is caused by a failure to pay principal of or interest or premium (or Additional Amounts) on such Indebtedness within any applicable grace period (a “Payment Default”); or
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(B)results in the acceleration of such Indebtedness prior to its Stated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates U.S.$60.0 million (or its equivalent in other currencies at the time of determination) or more;
(6)any final judgment or order for the payment of money in excess of U.S.$60.0 million (or its equivalent in other currencies at the time of determination) is rendered against the Company or any Significant Subsidiary and such judgment or order is not paid (whether in full or if there is a failure to pay installments in accordance with the terms of the judgment aggregating in excess of U.S.$60.0 million) or otherwise discharged and remains unstayed for a period of 60 days after such judgment becomes final and non- appealable;
(7)any involuntary case or other proceeding is commenced against the Company or any Significant Subsidiary with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, administrador judicial, liquidator, custodian or other similar official of it or any substantial part of its assets, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or a non-appealable final order for relief is entered against the Company or any Significant Subsidiary under relevant bankruptcy laws as now or hereafter in effect;
(8)the Company or any Significant Subsidiary (i) commences a voluntary case or other proceeding seeking liquidation, reorganization concurso preventivo, recuperação judicial or extrajudicial or seeks approval of its creditors for an acuerdo preventivo extrajudicial or files for courts endorsement of any such acuerdo preventivo extrajudicial or other relief with respect to itself or its debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, síndico, administrador judicial, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the assets of the Company or any such Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors;
(9)any Note Guarantee ceases to be in full force and effect, other than in accordance with the terms of this Indenture, or the Company or any Subsidiary Guarantor denies or disaffirms its obligations under the Notes; or
(10)all or substantially all of the assets and revenues of the Company and its Restricted Subsidiaries, taken as a whole, is condemned, seized or otherwise appropriated by any Person acting under the authority of any national, regional or local government or the Company or any Significant Subsidiary is prevented by any such Person from exercising normal control over all or substantially all of the assets and revenues of the Company and its Restricted Subsidiaries, taken as a whole.
The Company will deliver to the Trustee, within ten Business Days after obtaining actual knowledge thereof, written notice of any Default or Event of Default that has occurred and is still continuing, its status and what action the Company is taking or proposing to take in respect thereof. The Trustee may withhold notice to the Holders of the Notes of any Default or Event of Default (except in payment of principal of, or interest or premium (and Additional Amounts), if any, on the Notes) if the Trustee in good faith determines that it is in the interest of the Holders of the Notes to do so.
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If an Event of Default (other than an Event of Default specified in Section 6.01(7) or (8)) with respect to the Notes specified therein shall have happened and be continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, by written notice to the Company (and to the Trustee if notice is given by the Holders), may declare the principal amount of (and interest on) all the Notes to be due and payable immediately. If an Event of Default specified in Section 6.01(7) or (8) shall have happened, the principal amount of all the Notes will be immediately due and payable without notice or any other act on the part of the Trustee or any Holder of the Notes. However, if the Company cures all Defaults (except the nonpayment of principal of and accrued interest or premium (and Additional Amounts) on Notes at maturity or which shall become due by acceleration) and certain other conditions are met, including the deposit with the Trustee of a sum sufficient to pay all sums paid or advanced by the Trustee and the reasonable fees, expenses, disbursements and advances of the Trustee, its agents and counsel incurred in connection with such Event of Default, such declaration may be rescinded and annulled by the Holders of not less than a majority in aggregate principal amount of the Notes. In addition, past Defaults with respect to the Notes may be waived by the Holders of not less than a majority in aggregate principal amount of the Notes except (i) a Default in the payment of principal of (or premium, if any) or interest or premium (and Additional Amounts), if any, on any Note or (ii) in respect of a provision of this Indenture which cannot be amended without the consent of the Holder of each outstanding Note affected thereby.
Subject to the provisions of this Indenture relating to the duties of the Trustee, the Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee. Subject to such provision for indemnification, the Holders of a majority in principal amount of the Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Notes, provided that the Trustee is offered indemnity or security satisfactory to it; provided, further that the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed conflicts with any law or the provisions of this Indenture if the Trustee shall determine that such action would be prejudicial to Holders of the Notes not taking part in such direction or if the Trustee determines in good faith that such action would involve the Trustee in personal liability.
No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless:
(1)such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Notes;
(2)the Holders of not less than 25% in principal amount of the outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee thereunder;
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(3)such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;
(4)the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and
(5)no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the outstanding Notes,
it being understood and intended that no one or more of such Holders shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner therein provided and for the equal and ratable benefit of all such Holders.
Notwithstanding any other provision of this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest (and Additional Amounts), if any, on such Note and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.
The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a payment default) unless written notice of any event which is in fact such a default is received by a Trust Officer at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.
Section 6.02Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.
The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.
Section 6.03Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.06.
Section 6.04Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company, their creditors or their property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Bankruptcy Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.06.
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Section 6.05Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order:
FIRST:    to the Trustee for amounts due under Section 7.06;
SECOND: to Holders for amounts due and unpaid on the Notes for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and
THIRD:    to the Company.
The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.05 and shall promptly notify the Company thereof. At least 15 days before such record date, the Company shall mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.
Section 6.06Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.06 does not apply to a suit by the Trustee, a suit by a Holder pursuant to this Section 6.06 or a suit by Holders of more than 10% in principal amount of the Notes.
Section 6.07Waiver of Stay or Extension Laws. The Company (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.
Article 7

Trustee
Section 7.01Duties of Trustee. (a) Except during the continuance of an Event of Default:
(i)the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. Notwithstanding the foregoing, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not, and is under no obligation to, confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
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(a)Following the occurrence and continuance of an Event of Default, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. Except during the continuance of an Event of Default, (i) the Trustee and Paying Agent undertake to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee or the Paying Agent; and (ii) in the absence of bad faith on the part of the Trustee or the Paying Agent, the Trustee or the Paying Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee or the Paying Agent and conforming to the requirements of this Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee or the Paying Agent, the Trustee and the Paying Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of the mathematical calculations or other facts stated therein).
(b)The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(i)this Section 7.01(c) does not limit the effect of Section 7.01(a);
(ii)the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to this Indenture.
(c)Every provision of this Indenture that in any way relates to the Trustee is subject to Sections 7.01(a), (b) and (c).
(d)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e)Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f)No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g)Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01.
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Section 7.02Rights of Trustee. (a) Subject to Section 7.01 hereof, the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it in good faith to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document but may, in its discretion, make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(a)Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel.
(b)The Trustee may act through agents and shall not be responsible for the misconduct or gross negligence of any agent appointed with due care.
(c)The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.
(d)The Trustee may consult with counsel appointed with due care and the advice or Opinion of Counsel of such counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or such opinion of such counsel.
(e)In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(f)The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a payment default under Sections 6.01(1) or (2)) unless a Trust Officer of the Trustee has written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.
(g)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and the Paying Agent and each agent, custodian and other Person employed to act hereunder.
(h)The Trustee may require that the Company delivers a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
(i)In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, pandemics or epidemics, or acts of God, governmental action, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
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(j)Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate of the Company (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors of the Company may be evidenced to the Trustee or the Paying Agent by copies thereof certified by the Secretary or an Assistant Secretary (or equivalent Officer) of the Company.
(k)The Trustee and the Paying Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee or the Paying Agent security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred thereby.
(l)The permissive rights of the Trustee enumerated herein shall not be construed as duties of the Trustee.
Section 7.03Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Section 7.09.
Section 7.04Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Notes or the Note Guarantees, it shall not be accountable for the Company’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.
Section 7.05Notice of Defaults. If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall deliver to each Holder notice of the Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, or interest or premium (and Additional Amounts), if any, on any Note (including payments pursuant to the mandatory redemption provisions of, or interest, if any, on the Notes), the Trustee may withhold the notice if and so long as the Trustee determines in good faith that withholding the notice is in the interests of Holders. The Trustee shall not be charged with knowledge of any Default or Event of Default other than a Default under Section 6.01(1) or 6.01(2) hereof unless a Trust Officer in the Corporate Trust Office of the Trustee shall have received written notice thereof from the Company or a Holder, expressly referencing this Indenture and the Notes.
Section 7.06Compensation and Indemnity. The Company agrees to pay to the Trustee, the Registrar, the Transfer Agent and the Paying Agent from time to time such compensation for its services hereunder as the parties may from time to time agree in writing in a signed fee letter. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. Except as otherwise expressly provided herein, the Company agrees to reimburse each of the Trustee, the Registrar, the Transfer Agent, the Paying Agent and the other agent parties hereunder upon its request for all reasonable expenses, disbursements and advances incurred or made by any of them in accordance with any provision of this Indenture (including the compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its willful misconduct, negligence or bad faith.
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Each of the Company and each Subsidiary Guarantor, jointly and severally, shall indemnify each of the Trustee or any predecessor Trustee (which for purposes of this Section 7.06 shall be deemed to include its directors, officers, agents and employees), the Registrar, the Transfer Agent, the Paying Agent and the other agent parties hereunder against any and all loss, liability or expense (including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) and reasonable and documented attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and/or the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section 7.06, except to the extent that such loss, damage, claim, liability or expense is due to its own willful misconduct, negligence or bad faith. The Trustee, the Registrar, the Transfer Agent, the Paying Agents or the other agent parties hereunder, as applicable, shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, the Registrar, the Transfer Agent, and the Paying Agent or the other agent parties hereunder to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee, the Registrar, the Transfer Agent, the Paying Agent or the other agent parties hereunder may have separate counsel and the Company shall pay the reasonable and documented fees and expenses of such counsel; provided that the Company shall not be required to pay such fees and expenses if it assumes such indemnified party’s defense and, in such indemnified party’s reasonable judgment, there is no conflict of interest between the Company and such parties in connection with such defense. In no event shall the Company be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstance. The Company does not need to pay for any settlement made without its consent, which consent shall not be unreasonably withheld.
To secure the Company’s obligations in this Section 7.06, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee in any capacity other than money or property held in trust to pay principal of and interest and Additional Amounts, if any, on particular Notes.
The Company agrees to pay by wire transfer the fees and expenses of the Trustee, each Paying Agent and their respective counsel in connection with the negotiation, execution and delivery of this Indenture within three Business Days of receipt of invoices for such fees and expenses.
The Company’s indemnity and payment obligations pursuant to this Section 7.06 shall survive the discharge of this Indenture, final payment on the Notes or the resignation or removal of the Trustee or the other agent parties hereunder. When the Trustee incurs expenses after the occurrence of an Event of Default specified in Section 6.01(6) or (7) with respect to the Company, the expenses are intended to constitute expenses of administration under the U.S. Bankruptcy Code.
Section 7.07Replacement of Trustee. The Trustee may resign at any time by giving thirty (30) days written notice to the Company. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee and shall appoint a successor Trustee. The Company shall remove the Trustee if:
(a)the Trustee fails to comply with Section 7.09;
(b)the Trustee is adjudged bankrupt or insolvent;
(c)a receiver or other public officer takes charge of the Trustee or its property; or
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(d)the Trustee otherwise becomes incapable of acting
Furthermore, so long as no Event of Default has occurred and is continuing, the Company may, in its discretion, remove the Trustee at any time.
If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the “retiring Trustee”), the Company shall promptly appoint a successor Trustee; provided such successor Trustee complies, at the time of such appointment, with Section 7.09 hereof.
A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06.
If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of 10% in principal amount of the Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee at the expense of the Company.
If the Trustee fails to comply with Section 7.09, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of another successor Trustee.
Notwithstanding the replacement of the Trustee pursuant to this Section 7.07, the Company’s obligations under Section 7.06 shall continue for the benefit of the retiring Trustee.
Section 7.08Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation, without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, shall be the successor Trustee.
In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.
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Section 7.09Eligibility; Disqualification. The Trustee shall (i) be a licensed bank or trust company having a corporate trust department (or a branch, Subsidiary or other Affiliate thereof) organized and doing business under the laws of the United States or any state thereof and authorized under such laws to exercise corporate trust powers in the United States, (ii) have a combined capital and surplus of at least U.S.$50,000,000 as set forth in its most recent published annual report of condition and (iii) not be affiliated (as that term is defined in Rule 405 under the Securities Act) with the Issuer.
Section 7.10[Reserved].
Section 7.11Appointment of Co-Trustee. (a) Notwithstanding any other provisions of this Indenture, the Trustee shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, and to vest in such Person or Persons, in such capacity and for the benefit of the Holders, subject to the other provisions of this Section 7.11, such powers, duties, obligations and rights as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 7.09 and no notice to Holders of the appointment of any co-trustee or separate trustee shall be required under Section 7.07 hereof.
(a)Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:
(i)all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;
(ii)no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(iii)the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.
(b)Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article 7. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee.
(c)Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of
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its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.
Article 8

Discharge of Indenture; Defeasance
Section 8.01Satisfaction and Discharge of Liability on Notes. This Indenture will be discharged and (together with all Note Guarantees) will cease to be of further effect as to all Notes issued thereunder, when:
1.    (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or
(a)all Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a redemption by the Trustee and, in each case, the Company or any Restricted Subsidiary has irrevocably deposited or caused to be deposited with the Trustee as funds in trust solely for the benefit of the Holders, cash in U.S. dollars and/or U.S. Government Obligations, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption;
2.    no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any Significant Subsidiary is a party or by which the Company or any Significant Subsidiary is bound;
3.    the Company or any Restricted Subsidiary has paid or caused to be paid all other sums payable by it under this Indenture; and
4.    the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.
In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.
Notwithstanding this Section 8.01, this Article 8 and the Company’s obligations in Sections 2.03, 2.04, 2.06, 2.07, 7.06 and 7.07 shall survive until the Notes have been paid in full. Thereafter, Section 8.03 and the Company’s obligations in Section 7.06 and 8.04 shall survive.
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Section 8.02Application of Trust Money. The Trustee shall hold in trust U.S. dollars or U.S. Government Obligations deposited with it pursuant to this Article 8. It shall apply the deposited money and the U.S. dollars from U.S. Government Obligations through the Paying Agents and in accordance with this Indenture to the payment of principal of and interest and Additional Amounts, if any, on the Notes.
Section 8.03Repayment to Company. The Trustee and the Paying Agents shall promptly turn over to the Company upon written request any excess money or securities held by them at any time.
Subject to any applicable abandoned property law, the Trustee and the Paying Agents shall pay to the Company upon request any money held by them for the payment of principal, premium, if any, interest and Additional Amounts, if any, that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look only to the Company and not to the Trustee or any of the Paying Agents for payment as general creditors.
Section 8.04Reinstatement. If the Trustee or any of the Paying Agents are unable to apply any U.S. dollars or U.S. Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or such Paying Agent is permitted to apply all such U.S. dollars or U.S. Government Obligations in accordance with this Article 8; provided, however, that, if the Company has made any payment of interest or Additional Amounts, if any, on or principal of any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the U.S. dollars held by the Trustee or such Paying Agent.
Section 8.05Defeasance. The Company and the Subsidiary Guarantors, at the Company’s option, at any time may elect to have either Section 8.05(a) or Section 8.05(b) applied to all outstanding Notes and the Note Guarantees upon compliance with the conditions set forth in this Section 8.05:
(a)Upon the Company’s election of the “legal defeasance” option applicable to this Section 8.05(a), and subject to the satisfaction of the conditions set forth in Section 8.05(c), the Company and the Subsidiary Guarantors, as applicable, will be discharged from any and all obligations in respect of the Notes and the Note Guarantees (except in each case for certain obligations, including to register the transfer or exchange of Notes, replace stolen, lost or mutilated Notes, maintain paying agencies and hold moneys for payment in trust). Subject to compliance with this Section 8.05, the Company may exercise its option under this Section 8.05(a) notwithstanding the prior exercise of its option under Section 8.05(b). If the Company and the Subsidiary Guarantors exercise the “legal defeasance” option, any payment on the Notes may not be accelerated due to an Event of Default with respect thereto.
(b)Upon the Company’s election of the “covenant defeasance” option applicable to this Section 8.05(b), and subject to the satisfaction of the conditions set forth in Section 8.05(c) hereof, the Company and the Subsidiary Guarantors, as applicable, need not comply with the covenants set forth in Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.17, 4.19, 4.20, 4.21, 4.22, 4.24 and 4.25 and Sections 6.01(3), (4), (5), (6) and (9) will no longer constitute Events of Default.
(c)In order to exercise the options set forth in Section 8.05(a) or Section 8.05(b) above the Company must irrevocably deposit with the Trustee, in trust, (1) money, (2) in certain cases, U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount, or (3) a combination thereof, in each case, sufficient to pay and discharge the principal of, interest and
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Additional Amounts, if any, on the outstanding Notes on the dates such payments are due, in accordance with the terms of the Notes, to, but excluding, the redemption date irrevocably designated by the Company pursuant to the final sentence of this Section 8.05(c) on the day on which payments are due and payable in accordance with the terms of this Indenture and of the Notes; and no Event of Default (including by reason of such deposit) with respect to the Notes shall have occurred and be continuing (a) on the date of such deposit and, (b) in the case of legal defeasance only, during the period ending on the 91st day after such date. The defeasance options set forth in Section 8.05(a) or Section 8.05(b) above will become effective only if the Company delivers to the Trustee: (i) an opinion of recognized U.S. counsel independent of the Company to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit, defeasance and discharge of certain obligations, which in the case of Section 8.05(a) must be based on a change in law or a ruling by the U.S. Internal Revenue Service; and (ii) an Opinion of Counsel and an Officer’s Certificate as to compliance with all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of the Notes. If the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest, if any, on the outstanding Notes to and including a redemption date on which all of the outstanding Notes are to be redeemed, such redemption date shall be irrevocably designated by the Company on or prior to the date of deposit of such money or U.S. Government Obligations, and such designation shall be accompanied by an irrevocable request from the Company that the Trustee give notice of such redemption in the name of and at the expense of the Company not less than 10 nor more than 60 days prior to such redemption date in accordance with this Indenture.
Article 9

Amendments
Section 9.01Without Consent of Holders. Notwithstanding Section 9.02, without the consent of any Holder of the Notes, the Company, the Trustee and, if applicable, the Subsidiary Guarantors may amend or supplement this Indenture, the Notes or any Note Guarantees:
1.to cure any ambiguity, defect or inconsistency, in a manner that is not materially adverse to the interests of the Holders of the Notes;
2.to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that uncertificated Notes are issued in registered form for purposes of Section 163(f) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
3.to provide for the assumption of the Company or a Subsidiary Guarantor’s obligations to Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Subsidiary Guarantor’s assets, as applicable;
4.to make any change (i) that would provide any additional rights or benefits to the Holders of Notes or (ii) that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect;
5.to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the Section “Description of the Notes” of the Offering Memorandum;
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6.to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or
7.to allow any existing Subsidiary Guarantor or a new Subsidiary Guarantor to execute a supplemental Indenture or an offer letter (as required by applicable law in the jurisdiction of a Subsidiary Guarantor) with respect to a Note Guarantee and/or a Note Guarantee with respect to the Notes.
The Trustee shall receive an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent to any modification of this Indenture, have been met and that such modification is authorized and permitted under this Indenture.
After any amendment described herein becomes effective, the Company will mail to the Holders of the Notes a notice in accordance with the procedure set forth in Section 12.01 briefly describing such amendment. However, the failure to give notice to all Holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment under this Section 9.01.
Section 9.02With Consent of Holders. The Company, the Subsidiary Guarantors and the Trustee, with the consent of the Holders of a majority in aggregate in principal amount of the outstanding Notes, may modify this Indenture or any supplemental indenture or the rights of the Holders of the Notes; provided that no such modification shall without the consent of the Holder of each outstanding Note affected thereby (with respect to any Notes held by a non- consenting Holder):
(a)reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b)reduce the principal of or change the stated maturity of any Note or reduce the amount payable upon redemption of any Note or change the time at which any Note may be redeemed;
(c)reduce the rate of or extend the time for payment of interest on any Notes;
(d)make any Notes payable in money other than that stated in the Notes;
(e)make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of, or interest or premium on, the Notes;
(f)amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the covenant described under Section 4.06 after the obligation to make such Asset Sale Offer has arisen; or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control Repurchase Event in accordance with the covenant described under Section 4.08 after such Change of Control Repurchase Event has occurred, including, in each case, amending, changing or modifying any definition relating thereto;
(g)reduce any premium and Additional Amounts with respect to any Note; or
(h)amend or modify any payment provision of the Note Guarantees or the Notes by the Company or any Subsidiary Guarantor that would adversely affect Holders of the Notes.
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Notes owned by the Company, the Subsidiary Guarantors or any of their Affiliates shall be deemed not to be outstanding for, among other purposes, consenting to any such modification.
It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.
After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Section 9.03Revocation and Effect of Consents and Waivers. (a) A consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the earlier of (i) the date the right to deliver a consent or waiver expires and (ii) the date the amendment or waiver become effective. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee.
(a)The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding Section 9.03(a), those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.
Section 9.04Notation on or Exchange of Notes. If an amendment changes the terms of a Note, the Trustee may require the Holder of that Note to deliver it to the Trustee. The Trustee may place an appropriate notation on that Note regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for that Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment.
Section 9.05Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, in addition to the documents required by Section 12.03, an Officer’s Certificate and an Opinion of Counsel each stating that such amendment is authorized or permitted by this Indenture.
Article 10

Note Guarantees
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Section 10.01Guarantees. Subject to the provisions of this Article 10, the Subsidiary Guarantors hereby irrevocably and unconditionally guarantee, jointly and severally with all subsequent Subsidiary Guarantors, if any, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an offer to purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under this Indenture.
Section 10.02Guarantee Unconditional. The obligations of any Subsidiary Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:
(a)any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any Note, by operation of law or otherwise;
(b)any modification or amendment of or supplement to this Indenture or any Note;
(c)any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in this Indenture or any Note;
(d)the existence of any claim, set-off or other rights which the Subsidiary Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(e)any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or any interest on any Note or any other amount payable by the Company under this Indenture; or
(f)any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantors’ obligations hereunder.
Section 10.03Discharge; Reinstatement. The Subsidiary Guarantors’ obligations hereunder will remain in full force and effect until the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Company under this Indenture have been paid in full. If at any time any payment of the principal of, premium, if any, or interest on any Note or any other amount payable by the Company under this Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, the Subsidiary Guarantors’ obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.
Section 10.04Waiver by the Subsidiary Guarantors. The Subsidiary Guarantors irrevocably waive acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.
Section 10.05Subrogation and Contribution. Upon making any payment with respect to any obligation of the Company under the Note Guarantee, the Subsidiary Guarantor making such payment will be subrogated to the rights of the payee against the Company with respect to such obligation; provided that such Subsidiary Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Subsidiary Guarantor, if any, with respect to such payment so long as any amount payable by the Company hereunder or under the Notes remains unpaid.
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Section 10.06Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Company under this Indenture or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of this Indenture are nonetheless payable by the Subsidiary Guarantors hereunder forthwith on demand by the Trustee or the Holders.
Section 10.07Limitation on Amount of Guarantee. Notwithstanding anything to the contrary in this Note Guarantee, each Subsidiary Guarantor and, by its acceptance of Notes, each Holder hereby confirms that it is the intention of all of them that the guarantee of the Subsidiary Guarantors not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the laws of Argentina, the laws of Brazil, the U.S. Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its guarantee are limited to the maximum amount that would not render the Subsidiary Guarantors’ obligations subject to avoidance under applicable fraudulent conveyance provisions of the laws of Argentina, the laws of Brazil or the U.S. Bankruptcy Code or any comparable provision of state law.
The Trustee, the Holders and the Subsidiary Guarantors further hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its guarantee are limited to the maximum amount that (1) would not render each Subsidiary Guarantor’s obligations subject to avoidance under applicable law, including applicable fraudulent conveyance laws or (2) would not result in a breach or violation by such Subsidiary Guarantor of any agreement to which such Subsidiary Guarantor is a party and entered into prior to the date that the Subsidiary Guarantor constituted a Significant Subsidiary.
Section 10.08Execution and Delivery of Guarantee. The execution by the Brazilian Subsidiary Guarantor and the Uruguayan Subsidiary Guarantor of this Indenture and the execution by the Argentine Subsidiary Guarantors of the Acceptance Letter evidences the guarantee of the Subsidiary Guarantors, whether or not the person signing as an officer of each Subsidiary Guarantor still holds that office at the time of the authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the guarantee set forth in this Note Guarantee on behalf of the Subsidiary Guarantor.
Section 10.09Release of Subsidiary Guarantor. The guarantee of a Subsidiary Guarantor will terminate upon:
(a)a sale or disposition (including by way of consolidation or merger) of all or a portion of the Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company;
(b)a sale or disposition (including by way of consolidation or merger) of all or substantially all of the assets of such Subsidiary Guarantor to a Person that is not the Company or a Restricted Subsidiary;
(c)defeasance or discharge of the Notes, as provided in Article 8 of this Indenture;
(d)the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary; or
(e)such Subsidiary Guarantor ceasing to be a Significant Subsidiary; provided that the Company and the other Subsidiary Guarantors at the time of determination would directly (i) hold at least 75% of the Company’s Consolidated Total Assets on a
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consolidated basis as of the most recent quarterly balance sheet and (ii) generate revenues of at least 75% of the Company’s Consolidated Net Revenue on a consolidated basis for the twelve-month period ending on the date of the Company’s most recent quarterly consolidated statement of income,
provided that any such transaction is carried out pursuant to, and in accordance with, all other applicable provisions of this Indenture.
Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by the Company in writing in order to evidence the release of such Subsidiary Guarantor from its obligations under its guarantee.
Article 11

Release of Covenants
Section 11.01Release of Covenants. (a) If on any date following the Issue Date:
(i) (1)    the Notes have been assigned an Investment Grade Rating by any two Rating Agencies; and
(ii)no Default shall have occurred and be continuing (each of (1)(a) and (1)(b) under this Section 11.01, a “Covenant Suspension Event”),
then, beginning on that day and subject to the provisions of Section 11.01(b), the Suspended Covenants will automatically, without any notice of any kind, be suspended (and the Company and its Subsidiaries will have no obligation or liability whatsoever with respect to such covenants).
(a)If, during any period in which the Suspended Covenants are suspended (the “Suspension Period”), the Notes cease to have an Investment Grade Rating by two Rating Agencies (the “Reversion Date”), the Suspended Covenants will thereafter be reinstated and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating by any two Rating Agencies (in which event the Suspended Covenants will again be suspended for such time that the Notes maintain an Investment Grade Rating by any two Rating Agencies); provided, however, that no Default or breach or violation of any kind will be deemed to exist under this Indenture, the Notes or any Note Guarantee with respect to the Suspended Covenants (whether during the period when the Suspended Covenants were suspended or thereafter) based on, and none of the Company or any of its Restricted Subsidiaries will bear any liability (whether during the period when the Suspended Covenants were suspended or thereafter) for, any actions taken or events occurring after the Notes attain an Investment Grade Rating by any two Rating Agencies and before any reinstatement of the Suspended Covenants as provided above, or any actions taken at any time (whether during the period when the Suspended Covenants were suspended or thereafter) pursuant to any contractual obligation arising prior to the reinstatement, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period.
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On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.03(1) or one of the clauses set forth in Section 4.03(2)(b) thereto (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be permitted to be Incurred pursuant to Section 4.03, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(2)(b)(ii).
The Company shall give the Trustee written notice of any Covenant Suspension Event and in any event not later than five Business Days after such Covenant Suspension Event has occurred. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company shall give the Trustee written notice of any occurrence of a Reversion Date not later than five Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.
Article 12

Miscellaneous
Section 12.01Notices. (a) Any notice or communication to the Company, any Subsidiary Guarantor, the Trustee, the Registrar, the Transfer Agent or the Paying Agent shall be in writing in English or a certified translation, and delivered in person, sent by electronic mail, or mailed by first-class mail addressed as follows:
if to the Company or any Subsidiary Guarantor:
Adecoagro S.A.
Fondo de la Legua 936,
B1640EDO, Martinez,
Provincia de Buenos Aires, Argentina
Attention: Mariano Bosch and Emilio Gnecco
Facsimile: +54 11 4836-8639
Email: mbosch@adecoagro.com; egnecco@adecoagro.com
if to the Trustee or the Paying Agent:
The Bank of New York Mellon
240 Greenwich Street, 7E New York, New York 10286
United States
Attention: Corporate Trust
Telephone: +1 (212) 635-1461
Email: richard.jaronczyk@bny.com
The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by e-mail, electronic transmission or other similar electronic methods. If the party elects to give the Trustee e-mail or electronic instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling.
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The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.
The Trustee may rely upon and comply with instructions or directions sent via unsecured electronic or email transmission and the Trustee shall not be liable for any loss, liability or expense of any kind incurred by the Company or the Holders due to the Trustee’s reliance upon and compliance with instructions or directions given by unsecured electronic or email transmission, provided, however, that such losses have not arisen from the negligence or willful misconduct of the Trustee, it being understood that the failure of the Trustee to verify or confirm that the person providing the instructions or directions, is, in fact, an authorized person does not constitute negligence or willful misconduct.
Notwithstanding anything to the contrary contained herein, as long as the Notes are in the form of Global Notes, notice to the Holders may be made electronically in accordance with procedures of the Depositary.
The Company, any Subsidiary Guarantor, the Trustee or the Paying Agents by notice to the other may designate additional or different addresses for subsequent notices or communications.
(a)(i) Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears on the Notes Register. A notice shall be deemed to have been given to a Holder upon the mailing by first class mail, postage prepaid, of such notice to such Holder at its registered addresses as recorded in the Notes Register not later than the latest date, and not earlier than the earliest date, prescribed in the Notes for the giving of such notice. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.
(i)Failure to mail a notice or communication to a Holder or any defect in a notice or communication to a Holder shall not affect the sufficiency of such notice or communication with respect to other Holders.
Section 12.02[Reserved].
Section 12.03Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:
(a)an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to taking the proposed action or to refraining from taking the proposed action have been complied with; and
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(b)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.
Section 12.04Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:
(a)a statement that the individual making such certificate or opinion has read such covenant or condition;
(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c)a statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d)a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.
Section 12.05When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or by any Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Also, subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.
Section 12.06Rules by Trustee, Paying Agents and Registrar. The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar and the Paying Agents may make reasonable rules for their functions.
Section 12.07Legal Holidays. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.
Section 12.08Governing Law. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. For the avoidance of doubt, articles 410-1 to 410-19 (both inclusive) of the Luxembourg law dated 10 August 1915 on commercial companies, as amended, are excluded and shall not apply to the Notes or this Indenture.
Section 12.09Successors. All agreements of the Company and any Subsidiary Guarantor in this Indenture, the Notes and the Note Guarantees shall bind their successors. All agreements of the Trustee in this Indenture shall bind their successors.
Section 12.10Multiple Originals. The parties may sign any number of copies of this Indenture, the Offer Letter and the Acceptance Letter. Each signed copy of this Indenture, the Offer Letter and the Acceptance Letter shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.
Section 12.11Table of Contents; Headings. The table of contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.
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Section 12.12Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) Each of the Company and each Subsidiary Guarantor irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consent and submit to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues.
(a)The Company has validly and effectively appointed Cogency Global Inc. (the “Process Agent”), with offices on the date hereof at 122 East 42nd Street, 18th Floor, New York, New York 10168, as its authorized agent upon which process may be served in any action, suit or proceeding referred to in Section 12.12(a). If for any reason such agent hereunder shall cease to be available to act as such, the Company agrees to designate a new agent in the Borough of Manhattan, New York City, New York on the terms and for the purposes of this Section 12.12 reasonably satisfactory to the Trustee. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 12.12 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company at its address specified in or designated pursuant to this Indenture. The Company agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Holders and the Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or bring actions, suits or proceedings against the Company in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to a Holder from U.S. dollars into another currency, the Company has agreed, and each Holder by holding such Note will be deemed to have agreed, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures such Holder could purchase U.S. dollars with such other currency in New York City, New York on the day two Business Days preceding the day on which final judgment is given.
The obligation of the Company in respect of any sum payable by it to a Holder shall, notwithstanding any judgment in a currency (the “judgment currency”) other than U.S.
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dollars, be discharged only to the extent that on the Business Day following receipt by such Holder of any sum adjudged to be so due in the judgment currency, such Holder may in accordance with normal banking procedures purchase U.S. dollars with the judgment currency; if the amount of U.S. dollars so purchased is less than the sum originally due to such Holder in the judgment currency (determined in the manner set forth in the preceding paragraph), each of the Company and the Subsidiary Guarantors agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Holder against such loss, and if the amount of the U.S. dollars so purchased exceeds the sum originally due to such Holder, such Holder agrees to remit to the Company such excess, provided that such Holder shall have no obligation to remit any such excess as long as the Company shall have failed to pay such Holder any obligations due and payable under such Note, in which case such excess may be applied to such obligations of the Company under such Note in accordance with the terms thereof.
(b)The provisions of this Section 12.12 shall survive any termination of this Indenture, in whole or in part.
Section 12.13Waiver of Jury Trial. EACH OF THE COMPANY, EACH SUBSIDIARY GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY
Section 12.14Regarding the Paying Agent. (a) Each payment in full of principal, Make-Whole Amount, redemption amount, Additional Amounts, interest or any other amounts payable under this Indenture in respect of any Notes made by or on behalf of the Company to or to the order of the Paying Agent in the manner provided herein or in the Notes on the date due shall be valid and effective to satisfy and discharge the obligation of the Company to make payment of principal, Make-Whole Amount, redemption amount, Additional Amounts interest or any other amounts payable under this Indenture and the Notes on such date, provided, however, that the liability of the Paying Agent hereunder shall not exceed any amounts paid to it by the Company, or held by it, on behalf of the Holders hereunder; and provided further that, in the event that there is a default by the Paying Agent in any payment of principal, Make-Whole Amount, redemption amount, Additional Amounts, interest or any other amounts payable in respect of any Note in accordance with the terms hereof, the Company shall pay on demand such further amounts as will result in the receipt by the Holders of such amounts as would have been received by them had no such default occurred.
(a)The Company undertakes to indemnify each of the Paying Agents and their affiliates against all losses, liabilities, including any and all tax liabilities, which, for the avoidance of doubt, shall include Argentine, Brazilian, Uruguayan and U.S. taxes and associated penalties, costs, claims, actions, damages, expenses or demands which any of them may incur or which may be made against any of them as a result of or in connection with the appointment of or the exercise of the powers and duties by any Paying Agent or its affiliates under this Indenture except as may result from its own negligence, willful misconduct or bad faith or that of its directors, officers or employees or any of them.
(b)The Company acknowledges that the Paying Agent makes no representations as to the interpretation or characterization of the transactions herein undertaken for tax or any other purpose, in any jurisdiction. Each of the Company and each Subsidiary Guarantor represents that it has fully satisfied itself as to any tax impact of this Indenture before agreeing to the terms herein, and is responsible for any and all federal, state, local, income, franchise, withholding, value added, sales, use, transfer, stamp or other taxes imposed by any jurisdiction in respect of this Indenture or the Notes.
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(c)The Company agrees to pay any and all stamp and other documentary taxes or duties which may be payable in connection with the execution, delivery, performance and enforcement of this Indenture by the Paying Agent.
Section 12.15FATCA. The Company hereby covenants with The Bank of New York Mellon that it will provide The Bank of New York Mellon with such information as it may have in its possession that The Bank of New York Mellon reasonably determines is necessary to enable the determination of whether any payments hereunder are subject to any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement). The Bank of New York Mellon shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax. As used herein, “FATCA Withholding Tax” shall mean any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations or agreements thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement).
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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.
ADECOAGRO S.A.
By:        
Name:    
Title:    
[Signature Page to the Indenture]
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ADECOAGRO VALE DO IVINHEMA S.A.
By _______________________________
Title:
[Signature Page to the Indenture]
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ADECOAGRO URUGUAY S.A.
By _______________________________
Title:
[Signature Page to the Indenture]
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THE BANK OF NEW YORK MELLON,
as Trustee, Registrar Transfer Agent and
Paying Agent
By:    _______________________
Name:
Title:    Vice President

[Signature Page to the Indenture]
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RULE 144A/REGULATION S APPENDIX
PROVISIONS RELATING TO INITIAL NOTES
1.Definitions
For the purposes of this Appendix the following terms shall have the meanings indicated below. Other terms used in this Appendix and not defined herein shall have the meanings assigned to them in the Indenture.
“Distribution Compliance Period” means, in respect of any Regulation S Global Notes, the 40 consecutive days beginning on and including the later of (a) the day on which any Notes represented thereby are offered to persons other than distributors (as defined in Regulation S under the Securities Act) pursuant to Regulation S and (b) the issue date for such Notes.
“Global Note” means any Regulation S Global Note or Restricted Global Note issued in fully registered book-entry form to DTC (or its nominee), as depositary for the beneficial owners thereof, which shall be substantially in the form set forth in Exhibit 1 to this Appendix.
“Issuer Order” means a written request or order signed in the name of the Company by its chief executive officer or its chief operating officer, or in the case of authentication of the Notes, two Officers of the Company and delivered to the Trustee.
“Non-U.S. Person” has meaning given to it in Regulation S.
“Notes” means the (1) U.S.$500,000,000 aggregate principal amount of 7.500% Senior Notes due 2032 issued on the Issue Date and (2) Additional Notes, if any, issued in a transaction exempt from the registration requirements of the Securities Act.
“QIB” means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.
“Regulation S Global Note” means a single, permanent Global Note in definitive, fully registered book-entry form sold outside of the United States in reliance on Regulation S.
“Restricted Global Note” means a single, permanent Global Note in definitive, fully registered form without interest coupon, constituting a Restricted Note.
“Restricted Note” means a Note that constitutes a “restricted security” within the meaning of Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to request and conclusively rely on an Opinion of Counsel with respect to whether any Note constitutes a Restricted Note.
“Restricted Notes Legend” has the meaning set forth in Section 2.1(6).
“Securities Custodian” means the custodian with respect to a Global Note (as appointed by DTC), or any successor Person thereto and shall initially be The Bank of New York Mellon.
2.The Notes
A-1
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2.1Form and Registration.
(1)Form and Registration. The certificates representing the Notes shall be issued in fully registered form without interest coupons.
(2)Regulation S Global Note. Notes offered and sold in reliance on Regulation S under the Securities Act shall initially be represented by one or more Regulation S Global Notes, which shall be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC for the accounts of Euroclear and Clearstream (as indirect participants in DTC).
(3)Restricted Global Note. Notes sold in reliance on Rule 144A under the Securities Act shall be represented by one or more Restricted Global Notes and shall be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC. Each Global Note shall be subject to certain restrictions on transfer, set forth in Section 2.3 and 2.4 of this Appendix.
(4)Ownership. Ownership of beneficial interests in a Global Note shall be limited to persons who have accounts with DTC or Euroclear and Clearstream, as indirect participants in DTC (“participants”), or persons who hold interests through participants. Ownership of beneficial interests in a Global Note shall be shown on, and the transfer of that ownership shall be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). QIBs may hold their interests in a Restricted Global Note, directly through DTC, if they are participants in such system, or indirectly through organizations which are participants in such system.
Investors may hold their interests in a Regulation S Global Note, directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations that are participants in such systems.
So long as DTC or its nominee is the registered owner or Holder of a Global Note, DTC or such nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Note for all purposes under the Indenture. No beneficial owner of an interest in a Global Note shall be able to transfer that interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the Indenture. Payments made with respect to a Global Note shall be made to DTC or its nominee, as the registered owner thereof. None of the Company, the Trustee or any Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
The Company expects that DTC or its nominee, upon receipt of any payment in respect of a Global Note, shall credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in such Global Note as shown on its records. The Company also expects that payments by participants to owners of beneficial interests in such Global Note held through such participants shall be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments shall be the responsibility of such participants.
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(5)Limitation on Obligations. Although DTC, Euroclear and Clearstream are expected to follow the procedures set forth in the Indenture in order to facilitate transfers of interests in a Global Note among participants of DTC, Euroclear and Clearstream, as the case may be, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Company, the Trustee or any Paying Agent shall have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
(6)Successors; Definitive Notes. If (i) DTC is at any time unwilling or unable to continue as a Depositary for the Global Notes and a successor Depositary or clearing agency is not appointed by the Company within 90 days, or (ii) an Event of Default has occurred and is continuing and the Registrar and the Company has received a written request from a beneficial owner of Notes to issue its proportionate interest in the Global Note, the Company shall issue certificated Notes which may bear the Restricted Notes Legend set forth in Exhibit 1 to this Appendix (the “Restricted Notes Legend”) to all beneficial owners, in exchange for their beneficial interests in Global Notes. Holders of an interest in a Global Note may receive certificated Notes, which may bear the legend set forth in Exhibit 1 to this Appendix, in accordance with DTC’s rules and procedures in addition to those provided for under the Indenture; provided, however, that if the Company is issuing certificated Notes pursuant to Section 2.1(6)(ii), the Company shall only be required to issue certificated Notes to the beneficial owners of the Notes who request certificated Notes.
(7)Certificated Notes. Except as provided in this Section 2.1 or Section 2.3, owners of beneficial interests in Restricted Global Notes shall not be entitled to receive physical delivery of certificated Notes. The registered Holder of a Global Note shall be entitled to grant proxies and otherwise authorize any Person, including DTC and Persons that may hold interests through DTC to take any action which a Holder is entitled to take under the Indenture or the Notes. In the event of transfer of a Restricted Global Note to the beneficial owners thereof in the form of certificated Notes, the Company shall promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons.
So long as the Notes are listed on the Singapore Stock Exchange and the rules of such exchange so require, transfers or exchanges of Notes in definitive form may be made by presenting and surrendering such Notes at, and obtaining new definitive Notes from, the office of a Singapore paying agent, to be appointed by the Issuer. Such Singapore paying agent will have the same duties and rights conferred to a Paying Agent. With respect to a partial transfer of a definitive Note, a new definitive Note in respect of the balance of the principal amount of the definitive Note that was not transferred will be delivered at the office of such Singapore paying agent. In the event that any Global Notes are exchanged for definitive Notes, announcement of such exchange shall be made through the Singapore Stock Exchange and such announcement shall include all material information with respect to the delivery of the definitive Notes.
2.2Authentication. The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of U.S.$500,000,000 of the Company’s 7.500% Senior Notes due 2032, and (2) any Additional Notes for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to Section 2.02 of the Indenture. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.12 of the Indenture, shall certify that such issuance is in compliance with Section 4.03 of the Indenture.
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2.3Global Notes.
(1)Any Global Note (i) shall represent, and shall be denominated in an aggregate amount equal to the aggregate principal amount of, all of the outstanding Notes of such series, (ii) shall be registered in the name of DTC or its nominee, (iii) shall be delivered by the Trustee to DTC or pursuant to DTC’s instruction and (iv) shall bear a legend substantially to the following effect:
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEFINITIVE NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
(2)The Global Notes initially shall (i) be registered in the name of DTC or its nominee, (ii) be delivered to the Trustee and/or the Registrar as custodian for DTC and (iii) bear legends as set forth above.
Members of, or participants in, DTC, Euroclear or Clearstream shall have no rights under the Indenture with respect to any Global Note held on their behalf by DTC or the Trustee as its custodian, or under the Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
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(3)Interests of beneficial owners in the Global Notes may only be transferred or exchanged for certificated Notes in accordance with the rules and procedures of DTC, Euroclear and Clearstream and the provisions of the Indenture, including this Appendix. In addition, certificated Notes shall be transferred to all beneficial owners, in exchange for their beneficial interests in Global Notes if (i) DTC is at any time unwilling or unable to continue as a Depositary for the Global Notes and a successor Depositary or clearing agency is not appointed by the Company within 90 days, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from a beneficial owner of Notes to issue its proportionate interest in the Global Note.
Transfers between participants in DTC shall be effected in accordance with DTC’s procedures, and shall be settled in same-day funds. Transfers between participants in Euroclear and Clearstream shall be effected in the ordinary way in accordance with their respective rules and operating procedures. Transactions settled through DTC shall settle on a T+2 basis. Transactions settled through Euroclear and Clearstream shall settle on a T+3 basis.
The Company expects that DTC shall take any action permitted to be taken by a Holder (including the presentation of Notes for exchange) only at the direction of one or more participants to whose account the interest in a Global Note is credited and only in respect of such portion of the Notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC may exchange the applicable Global Notes for certificated Notes which it shall distribute to its participants and which may bear the Restricted Notes Legend as set forth in Exhibit 1 to this Appendix.
Subject to compliance with the transfer restrictions applicable to the Global Notes, cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, shall be effected through DTC in accordance with DTC’s rules on behalf of each of Euroclear or Clearstream by its common depositary; however, such cross-market transactions shall require delivery of instructions to Euroclear or Clearstream by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels, Belgium time) of such system. Euroclear or Clearstream shall, if the transaction meets its settlement requirements, deliver instructions to its common depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the Global Notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the common depositaries for Euroclear or Clearstream.
Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a participant in DTC shall be credited, and any such crediting shall be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a participant in DTC shall be received with value on the settlement date of DTC but shall be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.
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(4)In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners pursuant to Section 2.3(3) the Registrar shall (if one or more definitive Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more definitive Notes of like tenor and principal amount of authorized denominations.
(5)Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in the other corresponding Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other corresponding Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interest in such other corresponding Global Note for as long as it remains such an interest.
(6)In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to Section 2.3(3), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC, Euroclear or Clearstream in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount at maturity of definitive Notes of authorized denominations.
(7)Any definitive Note constituting a Restricted Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.3 shall bear the Restricted Notes Legend set forth in Exhibit 1 to this Appendix.
(8)The registered Holder of any Global Note may grant proxies and otherwise authorize any person, including participants in DTC and persons that may hold interests through participants in DTC to take any action which a Holder is entitled to take under the Indenture or the Notes.
2.4Special Transfer Provisions.
The following provisions shall apply with respect to the Notes:
(1)Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note or an Additional Note to any Non-U.S. Person:
(a)the Registrar shall register the transfer of any Note or any Additional Note, whether or not such Note bears the Restricted Notes Legend, if the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit 2 to this Appendix;
(b)if the proposed transferee is a participant in DTC and the Notes to be transferred consist of definitive Notes which after transfer are to be evidenced by an interest in a Regulation S Global Note upon receipt by the Registrar of (i) written instructions given in accordance with DTC’s and the Registrar’s procedures and (ii) the appropriate certificate, if any, required by Section 2.4(1)(a), together with any required legal opinions and certifications, the Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of definitive Notes to be transferred, and the Trustee and/or the Registrar shall cancel the definitive Notes so transferred or decrease the principal amount of such definitive Note, as the case may be;
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(c)if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Note, upon receipt by the Registrar of (i) written instructions given in accordance with DTC’s and the Registrar’s procedures and (ii) the appropriate certificate, if any, required by Section 2.4(1)(a), together with any required legal opinions and certifications, the Registrar shall register the transfer and reflect on its books and records the date and (i) a decrease in the principal amount of the Global Note from which such interests are to be transferred in an amount equal to the principal amount of the Notes to be transferred and (ii) an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the Global Note to be transferred.
(2)Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Note or an Additional Note to a QIB (excluding Non-U.S. Persons):
(a)if the Note to be transferred consists of (i) a definitive Note, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to the Trustee a certificate substantially in the form set forth in Exhibit 3 to this Appendix or (ii) an interest in the Restricted Global Note, the transfer of such interest may be effected only through the book entry system maintained by DTC;
(b)if the Note to be transferred consists of a definitive Note, upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Note in an amount equal to the principal amount of the definitive Note, to be transferred, and the Trustee shall cancel the definitive Note so transferred; and
(c)if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Note, upon receipt by the Registrar of written instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its books and records the date and (i) a decrease in the principal amount of the Global Note from which interests are to be transferred in an amount equal to the principal amount of the Notes to be transferred and (ii) an increase in the principal amount of the Restricted Global Note in an amount equal to the principal amount of the Global Note to be transferred.
(3)Restricted Notes Legend. Upon the registration of transfer, exchange or replacement of Notes not bearing the Restricted Notes Legend, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Upon the registration of transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, the Registrar shall deliver only Notes that bear the Restricted Notes Legend unless either (i) the circumstances contemplated by Section 2.4(1)(a) exist, (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company, the Registrar and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (iii) such Note has been sold pursuant to an effective registration statement under the Securities Act.
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(4)Notes Purchased by the Company. In order to insure the availability of Rule 144(k) under the Securities Act, all Notes which are purchased or otherwise acquired by the Company or any of their Affiliates may not be resold or otherwise transferred.
(5)Other Transfers. If a Holder proposes to transfer a Note constituting a Restricted Note pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Section 2.4(1), the Registrar shall only register such transfer or exchange if such transferor delivers an Opinion of Counsel reasonably satisfactory to the Company, the Registrar and the Trustee that such transfer is in compliance with the Securities Act and the terms of the Indenture; provided, however, that the Company may, based upon the opinion of its counsel, instruct the Registrar by an Issuer Order not to register such transfer in any case where the proposed transferee is not a QIB or a Non-U.S. Person.
(6)General. By its acceptance of any Note (or any beneficial interest in any Global Note) bearing the Restricted Notes Legend, each Holder of such a Note or holder of such beneficial interest acknowledges the restrictions on transfer of such Note set forth in the Indenture and in the Restricted Notes Legend and agrees that it will transfer such Note only as provided in the Indenture. The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in the Indenture.
The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.4. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar.
(7)Transfers Prior to the Expiration of the Distribution Compliance Period. If the owner of an interest in a Regulation S Global Note wishes to transfer such interest (or any portion thereof) to a QIB pursuant to Rule 144A prior to the expiration of the Distribution Compliance Period thereof, upon receipt by the Registrar of (a) instructions from the Holder of the Regulation S Global Note directing the Registrar to credit or cause to be credited a beneficial interest in the Restricted Global Note equal to the principal amount of the beneficial interest in the Regulation S Global Note to be transferred, and (b) a certificate in the form of Exhibit 2 to this Appendix duly executed by the transferor, the Registrar, in accordance with the rules and procedures of DTC shall increase the Restricted Global Note and decrease the Regulation S Global Note by such amount in accordance with the foregoing.
2.5Cancellation or Adjustment of Global Note.
At such time as all beneficial interests in a Global Note have either been exchanged for certificated Notes, redeemed, purchased or canceled, such Global Note shall be returned to DTC for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for certificated Notes, redeemed, purchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Securities Custodian, to reflect such reduction.
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EXHIBIT 1
to
RULE 144A/REGULATION S APPENDIX
[FORM OF FACE OF NOTE]
[Global Notes Legend]
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEFINITIVE NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
[Restricted Notes Legend]
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF ADECOAGRO S.A. (THE “COMPANY”) THAT THIS NOTE OR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY, (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A) IN ACCORDANCE WITH RULE 144A, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION.
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THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES THAT IT SHALL NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.
THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE ONLY AT THE OPTION OF THE COMPANY.
[Regulation S Notes Legend]
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION.
THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE AFTER 40 DAYS BEGINNING ON AND INCLUDING THE LATER OF THE DATE ON WHICH THE NOTES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) THE ISSUE DATE OF THE NOTES.”
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No. ________    U.S.$ _________
7.500% Senior Notes due 2032
CUSIP No. 144A: 00676L AC0/ Reg. S: L00849 AB2
ISIN No. 144A: US00676LAC00/ Reg. S: USL00849AB20
ADECOAGRO S.A., a joint stock corporation (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, promises to pay to _________, or its registered assigns, the principal sum [of _________ dollars][listed on the Schedule of Increases or Decreases in Global Note attached hereto]1 on July 29, 2032.
Interest Payment Dates: January 29 and July 29 of each year, commencing on January 29, 2026.
Record Dates: January 28 and July 28
Additional provisions of this Note are set forth on the other side of this Note.

1     If the Note is to be issued in global form, add the Schedule of Increases or Decreases in Global Note.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
ADECOAGRO S.A.
By:    _________________________________
Name:
Title:
Dated: July 29, 2025.

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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
The Bank of New York Mellon
as Trustee, certifies
that this is one of
the Notes referred
to in the Indenture.
By    __________________________
Authorized Signatory
Dated: July 29, 2025


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[FORM OF REVERSE SIDE OF NOTE]
7.500% Senior Note due 2032
1.Interest
ADECOAGRO S.A., a joint stock corporation (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (such company, and its successors and assigns under the Indenture hereinafter referred to as the “Company”), promises to pay interest on the principal amount of this Note at the rate per annum shown above.
The Company will pay interest semi-annually on January 29 and July 29 of each year, commencing on January 29, 2026 to the Paying Agent, which shall in turn distribute the interest in accordance with the Indenture. The Notes shall bear interest at the rate per annum of 7.500% from July 29, 2025, the date of issuance, or from the most recent Interest Payment Date to which interest has been paid or provided for. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.
2.Method of Payment
The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders at the close of business on January 28 and July 28 (each a “Record Date” whether or not such date is a Business Day) next preceding the Interest Payment Date even if Notes are canceled after the Record Date and on or before the Interest Payment Date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, premium, interest and Additional Amounts, if any, in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium, interest and Additional Amounts, if any) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Company will make all payments in respect of a certificated Note (including principal, premium, interest and Additional Amounts, if any) at the office or agency of the Paying Agent or the Trustee, unless the Company elects to make such payments by mailing a check to the registered address of, or by wire transfer to, each Holder thereof; provided, however, that payments on a certificated Note will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agents to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).
If the Company elects to make payments directly to the Holders, payment shall be made by wire transfer or in the form of a check mailed to the address of each such Holder as it appears on the register maintained by the Registrar and Paying Agents. However, the final payment on any Note in definitive, fully registered form shall be made only upon presentation and surrender of such Note at the offices of the Paying Agents on the payment date.
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If the due date for any payment in respect of any Note is not a business day at the place in which such payment is due to be paid, the Holder thereof will not be entitled to payment of the amount due until the next succeeding business day at such place, and will not be entitled to any further interest or other payment as a result of any such delay.
3.Registrar and Paying Agents
Initially, The Bank of New York Mellon will act as Paying Agent, Trustee and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any Restricted Subsidiary may act as Paying Agent, Registrar, co-registrar or Transfer Agent. So long as the Notes are listed on the Singapore Stock Exchange for trading on the Singapore Stock Exchange and the rules of the Singapore Stock Exchange so require, at least one paying agent in Singapore will be appointed and maintained where the Notes may be presented or surrendered for payment or redemption, in the event that the Global Note is exchanged for individual definitive Notes.
4.Indenture
The Company issued the Notes under an Indenture dated as of July 29, 2025 (the “Indenture”), among the Company, as issuer, Adeco Agropecuaria S.A., Pilagá S.A., L3N S.A., Adecoagro Vale do Ivinhema S.A. and Adecoagro Uruguay S.A., as subsidiary guarantors, and The Bank of New York Mellon, as the Trustee, Registrar, Paying Agent and transfer agent. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms.
The Notes are general obligations of the Company. The Company shall be entitled, subject to its compliance with Section 4.03 of the Indenture, to issue Additional Notes pursuant to Section 2.12 of the Indenture. The Notes issued on the Issue Date, any Additional Notes and Notes issued in exchange therefor will be treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its subsidiaries to incur additional indebtedness; pay dividends or distributions on, or redeem or repurchase capital stock; make investments; issue or sell capital stock of subsidiaries; engage in transactions with Affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries; and engage in sale/leaseback transactions. These covenants are subject to important exceptions and qualifications.
To the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms of the Indenture shall govern.
5.Optional Redemption; Notice of Redemption
Except as set forth below, the Company will not be entitled to redeem the Notes at its option.
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At any time prior to July 29, 2028, the Company will have the right, at its option, to redeem any of the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of such Notes plus, the greater of (1) 1.00% of the then outstanding principal amount of the Notes, and (2) the excess, if any, of: (a) the present value at such redemption date of (i) the redemption price of the Notes at July 29, 2028 (such redemption price being set forth in the table below) plus (ii) all required interest payments thereon through July 29, 2028 (excluding accrued but unpaid interest to the redemption date), discounted to the redemption date on a semi- annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate as of such redemption date plus 50 basis points, over (b) the then outstanding principal amount of the Notes (the “Make-Whole Amount”), plus, in each case, any accrued and unpaid interest (including Additional Amounts, if any) on the principal amount of the Notes to (but excluding) the date of redemption. Neither the Trustee nor the Paying Agent shall be responsible for calculating the redemption price.
On and after July 29, 2028, the Company may, at its option, redeem all of the Notes at any time or part of the Notes from time to time at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on July 29 of the years set forth below:
Period
Redemption Price
2028
103.750%
2029
101.875%
2030 and thereafter
 100.000%

At any time prior to July 29, 2028, the Company may at its option on one or more occasions redeem Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the outstanding Notes (including any Additional Notes) at a redemption price (expressed as a percentage of principal amount) of 107.500%, plus accrued and unpaid interest to, but excluding, the redemption date, with the Net Cash Proceeds from one or more Eligible Equity Offerings; provided, however, that:
(1)at least 65% of such aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption (including any Additional Notes); and
(2)the Company gives notice of such redemption not more than 90 days after the consummation of the related Eligible Equity Offering.
If the Company is redeeming less than all the Notes at any time, the Notes, if physical, will be selected on a pro rata basis or by lot, or, in the case of Global Notes, by in accordance with the depositary’s applicable procedures.
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The Company will redeem Notes of U.S.$1,000 or less in whole and not in part. The Company will cause notices of redemption to be mailed by first class mail at least 10 but not more than 60 days before the redemption date to each Holder to be redeemed at its registered address.
If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.
Notice of such redemption to each Holder must be given in accordance with the provisions set forth in Section 3.02 of the Indenture not less than 10 days nor more than 60 days prior to the redemption date.
The Company shall give each notice to the Trustee provided for in Section 3.01 of the Indenture at least 3 Business Days before notice is sent to the Holders (unless a shorter period shall be acceptable to the Trustee). In the case of a redemption under Section 3.05 or Section 3.06 of the Indenture, such notice shall be accompanied by an Officer’s Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions set forth in this Article 3 of the Indenture.
Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes.
6.Put Provisions
If a Change of Control Repurchase Event occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (in integral multiples of U.S.$1,000) of that Holder’s Notes pursuant to a Change of Control Offer (as defined below) on the terms set forth in the Indenture. No such purchase in part shall reduce the outstanding principal amount of the Notes held by any Holder to below U.S.$10,000. In the Change of Control Offer, the Company will offer a “Change of Control Payment” in U.S. dollars equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased, to the date of purchase (subject to the right of the Holders of record on the relevant Record Date to receive interest and Additional Amounts, if any, on the relevant Interest Payment Date).
7.Guarantee
The payment by the Company of the principal of, and premium and interest on, the Notes will be fully and unconditionally guaranteed on a joint and several basis by each Subsidiary Guarantor, if any, to the extent set forth in the Indenture.
8.Denominations; Transfer; Exchange
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The Notes shall be issued in registered form in denominations of U.S.$10,000 and integral multiples of U.S.$1,000 in excess thereof and shall be issued as one or more Global Notes. A Holder may transfer or exchange Notes in accordance with the Indenture. The Notes may be transferred, combined or divided without payment of any charge other than taxes or other governmental charges. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption or any Notes for a period of 15 days before a selection of Notes to be redeemed or 15 days before an Interest Payment Date.
9.Persons Deemed Owners
The registered Holder of this Note may be treated as the owner of it for all purposes. Payment shall be made to the person in whose name a Note is registered at the close of business on the applicable record date.
10.Unclaimed Money
If money for the payment of principal, premium or interest or Additional Amounts, if any, remains unclaimed for two years, the Trustee or the relevant Paying Agent shall pay the money back to the Company at its request unless an applicable abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee or any Paying Agents for payment as general creditors.
11.Discharge; Defeasance
Subject to certain conditions set forth in Article 8 in the Indenture, the Company shall be entitled to terminate some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee cash or U.S. Government Obligations for the payment of principal and interest on the Notes upon redemption or maturity, as the case may be.
12.Amendment, Waiver
Subject to certain exceptions set forth in the Indenture, (a) the Indenture and the Notes may be amended without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes, and (b) any default or noncompliance with any provisions may be waived, with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes.
Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Subsidiary Guarantors, if applicable, and the Trustee shall be entitled to amend the Indenture, the Notes or the Note Guarantees (i) to cure any ambiguity, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that uncertificated Notes are issued in registered form for purposes of Section 163(f) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (iii)
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to provide for the assumption of the Company or a Subsidiary Guarantor’s obligations to holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Subsidiary Guarantor’s assets, as applicable; (iv) to make any change (a) that would provide any additional rights or benefits to the Holders of Notes or (b) that would not adversely affect the legal rights under the Indenture of any such holder in any material respect; (v) to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the section entitled “Description of the Notes” of the Offering Memorandum; (vi) to provide for the issuance of additional Notes in accordance with the limitations set forth in the Indenture; or (vii) to allow any existing Subsidiary Guarantor or a new Subsidiary Guarantor to execute a supplemental Indenture with respect to a Note Guarantee and/or a Note Guarantee with respect to the Notes.
13.Defaults and Remedies
Under the Indenture, Events of Default include (a) default for 30 days in payment of any interest or Additional Amounts on the Notes; (b) default in payment of principal of or premium, if any, on the Notes, upon optional redemption, upon required purchase, upon declaration of acceleration, or otherwise; (c) failure by the Company to comply with Section 5.01 of the Indenture; (d) failure by the Company or any of its Restricted Subsidiary to comply with other agreements in the Indenture and such non-compliance continues for a period of 60 consecutive days after written notice specifying such default or breach is given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes; (e) certain accelerations of other Indebtedness of the Company; (f) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (g) the Note Guarantees cease to be in full force and effect other than in accordance with the terms of the Indenture, or the Company or any Subsidiary Guarantor denies or disaffirms its obligations under the Notes; and (h) seizure, condemnation or other appropriation of all or substantially all of the assets and revenues of the Company and its Restricted Subsidiaries taken as a whole.
If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes, by written notice to the Company (and to the Trustee if notice is given by the Holders), may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default.
Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interests of the Holders.
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14.Trustee Dealings with the Company The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or their Affiliates and may otherwise deal with the Company or their Affiliates with the same rights it would have if it were not Trustee.
15.No Recourse Against Others
A director, officer, employee or shareholder, as such, of the Company or the Trustee, and a director, officer or employee of any Subsidiary of the Company, shall not have any liability for any obligations of the Company or any Subsidiary of the Company under the Notes or the Indenture or any Note Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.
16.Authentication
This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually or electronically signs the certificate of authentication.
17.Abbreviations
Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
18.CUSIP Numbers and ISINs
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers or ISINs to be printed on the Notes and has directed the Trustee to use CUSIP numbers or ISINs in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
19.Governing Law; Consent to Jurisdiction and Service of Process.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. For the avoidance of doubt, articles 410-1 to 410-19 (both inclusive) of the Luxembourg law dated 10 August 1915 on commercial companies, as amended, are excluded and shall not apply to this Note.
The Company has consented to the jurisdiction of the courts of the State of New York and the United States courts located in the Borough of Manhattan, New York City, New York with respect to any action that may be brought in connection with the Indenture or the Notes and has validly and effectively appointed Cogency Global Inc. as agent for service of process.
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The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to:
Adecoagro S.A.
Fondo de la Legua 936,
B1640EDO, Martinez,
Provincia de Buenos Aires, Argentina
Attention: Mariano Bosch and Emilio Gnecco
Facsimile: +54 11 4836-8639
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[FORM OF] NOTATION ON NOTE RELATING TO NOTE GUARANTEE
For value received, by execution hereof, each of the undersigned hereby, and upon and as from acceptance of the Offer Letter, each of the Argentine Subsidiary Guarantors, unconditionally guarantees to the Holder of this Note, the cash payments in United States Dollars of principal and interest on this Note (and including Additional Amounts payable thereon, if any) in the amounts and at the times when due, together with interest on the overdue principal and interest, if any, on this Note, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and conditions of this Note and the Indenture. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of July 29, 2025 among the Company as issuer, Adeco Agropecuaria S.A., Pilagá S.A., L3N S.A., Adecoagro Vale do Ivinhema S.A. and Adecoagro Uruguay S.A., as subsidiary guarantors (the “Subsidiary Guarantors”), and The Bank of New York Mellon, as the Trustee, Registrar, Paying Agent and Transfer Agent.
Payments hereunder shall be made solely and exclusively in United States dollars.
The obligations of each of the undersigned and each of the Argentine Subsidiary Guarantors to the Holders and to the Trustee are expressly set forth in Article 10 of the Indenture and reference is hereby made to Article 10 of the Indenture for the precise terms thereof. This Note Guarantee constitutes a direct, general and unconditional obligation of the undersigned and the Argentine Subsidiary Guarantors which will at all times rank at least pari passu with all other present and future senior unsecured obligations of the undersigned and the Argentine Subsidiary Guarantors, except for such obligations as may be preferred by mandatory provisions of law.
IN WITNESS WHEREOF, the Company has caused this endorsement with respect to the U.S.$    7.500% Senior Notes Due 2032 of ADECOAGRO S.A. to be duly executed.
Dated:     
[NAME OF SUBSIDIARY GUARANTOR]
By:    ___________________________________
Name:
Title:
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[FORM OF] ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
    
(Insert assignee’s soc. sec. or tax I.D. no.)
    
    
    
    
(Print or type assignee’s name, address and zip code)
and irrevocably appoint
    
agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her.
Date:
______________________________________
Your Signature:
____________________________________
(Sign exactly as your name appears on the other side of this Note)

1Signature guaranteed by:
By:     
1     The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.
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[TO BE ATTACHED TO GLOBAL NOTES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The initial principal amount of this Global Note is U.S.$[_____]. The following increases or decreases in this Global Note have been made:
Date of Exchange Amount of decrease in principal amount of this Global Note Amount of increase in principal amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Securities Custodian

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[FORM OF] OPTION OF HOLDER TO ELECT PURCHASE
If you elect to have this Note purchased by the Issuer pursuant to Section 4.06 or Section 4.09 of the Indenture, check the appropriate box below:
If you elect to have only part of this Note purchased by the Issuer pursuant to Section 4.06 ☐ or Section 4.08 ☐ of the Indenture, state the amount (in minimum denominations of U.S.$10,000 and integral multiples of U.S.$1,000 in excess thereof) you elect to have purchased:
U.S.$    
Dated:
Your Name:     
(Print your name exactly as it appears on the face of this Note)
Your Signature:         
(Sign exactly as your name appears on the face of this Note)
Signature Guarantee:    

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Note Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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EXHIBIT 2
to
RULE 144A/REGULATION S APPENDIX
FORM OF CERTIFICATE TO BE DELIVERED
IN CONNECTION WITH TRANSFERS
PURSUANT TO REGULATION S
[Date]
Adecoagro S.A.
Fondo de la Legua 936,
B1640EDO, Martinez,
Provincia de Buenos Aires, Argentina
Attention: Mariano Bosch and Emilio Gnecco
Facsimile: +54 11 4836-8639
The Bank of New York Mellon
240 Greenwich Street, 7E
New York, New York 10286
United States
Attention: Corporate Trust
Re:    ADECOAGRO S.A. (the “Issuer”)
7.500% Senior Notes due 2032 (the “Notes”)
CUSIP: L00849 AB2
ISIN: USL00849AB20
Ladies and Gentlemen:
In connection with our proposed transfer of U.S.$ aggregate principal amount of Notes, we confirm that such transfer has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:
(1)the offer of the Notes was not made to a person in the United States;
(2)either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;
(3)no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;
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(4)the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;
(5)we have advised the transferee of the transfer restrictions applicable to the Notes;
(6)if the circumstances set forth in Rule 904(c) under the Securities Act are applicable, we have complied with the additional conditions therein, including (if applicable) sending a confirmation or other notice stating that the Notes may be offered and sold during the restricted period specified in Rule 903(c)(2) or (3), as applicable, in accordance with the provisions of Regulation S; pursuant to registration of the Notes under the Securities Act; or pursuant to an available exemption from the registration requirements under the Securities Act; and
(7)if the sale is made during a restricted period and the provisions of Rule 903(c)(3) are applicable thereto, we confirm that such sale has been made in accordance with such provisions.
You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.
Very truly yours,
[Name of Transferor]
By:    __________________________
Authorized Signature
Signature Guarantee1:    

1     Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).
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EXHIBIT 3
to
RULE 144A/REGULATION S APPENDIX
FORM OF TRANSFER CERTIFICATE FOR
TRANSFER OF RESTRICTED GLOBAL NOTE
BEARING A RESTRICTED NOTES LEGEND
[Date]
Adecoagro S.A.
Fondo de la Legua 936,
B1640EDO, Martinez,
Provincia de Buenos Aires, Argentina
Attention: Mariano Bosch and Emilio Gnecco
Facsimile: +54 11 4836-8639
The Bank of New York Mellon
240 Greenwich Street, 7E
New York, New York 10286
United States
Attention: Corporate Trust
Re:    ADECOAGRO S.A. (the “Issuer”)
7.500% Senior Notes due 2032 (the “Notes”)
CUSIP: 00676L AC0
ISIN: US00676LAC00

Ladies and Gentlemen:
Reference is hereby made to the Indenture dated as of July 29, 2025 in regard of the Notes among Adecoagro S.A., as issuer, Adeco Agropecuaria S.A., Pilagá S.A., L3N S.A., Adecoagro Vale do Ivinhema S.A. and Adecoagro Uruguay S.A., as subsidiary guarantors (the “Subsidiary Guarantors”), and The Bank of New York Mellon, as the Trustee, Registrar, Paying Agent and transfer agent. Capitalized terms used but not defined herein will have the meaning given them in the Indenture.
This letter relates to U.S.$    aggregate principal amount of the Notes which are held in the form of a beneficial interest in the Regulation S Global Note (CUSIP: L00849 AB2; ISIN: USL00849AB20) with DTC, Euroclear or Clearstream, as applicable in the name of the undersigned certificated form.
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The undersigned has requested transfer of such Notes to a Person who will take delivery thereof in the form of a beneficial interest in the Restricted Global Note (CUSIP: 00676L AC0; ISIN: US00676LAC00). In connection with such transfer, the undersigned does hereby confirm that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and on the Notes and pursuant to and in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended, and accordingly, the undersigned represents that:
1.the Notes are being transferred to a transferee that the undersigned reasonably believes is purchasing the Notes for its own account or one or more accounts with respect to which the transferee exercises sole investment discretion; and
2.the undersigned reasonably believes that transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.
[NAME OF TRANSFEROR]
By:    __________________________
Name:
Title:
Dated:_____________________
Signature Guarantee1:    
1     Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).
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EXHIBIT A
Form of Additional Note Guarantee
THIS NOTE GUARANTEE, dated as of [ ], 20[ ] (this “Note Guarantee”), is made by the signatory hereto (the “Guarantor”) pursuant to Section 4.22 of that certain Indenture, dated as of July 29, 2025 (as amended, modified, extended, renewed, replaced, restated or supplemented from time to time, the “Indenture”), by and among Adecoagro S.A., as issuer, Adeco Agropecuaria S.A., Pilagá S.A., L3N S.A., Adecoagro Vale do Ivinhema S.A. and Adecoagro Uruguay S.A., as subsidiary guarantors (the “Subsidiary Guarantors”), and The Bank of New York Mellon, as the Trustee, Registrar, Paying Agent and Transfer Agent. Capitalized terms not otherwise defined herein have the meanings assigned to them in the Indenture.
Section 1.The Guarantor by its signature below acknowledges that it is a Subsidiary Guarantor under and as defined in the Indenture with the same force and effect as if originally named therein as a Subsidiary Guarantor and the Guarantor hereby agrees to all the terms and provisions of the Indenture applicable to it as a Subsidiary Guarantor. The terms of Article 10 of the Indenture are hereby incorporated by reference.
Section 2.The Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with all current and subsequent Subsidiary Guarantors, if any, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an offer to purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under the Indenture. Notwithstanding anything to the contrary in this Note Guarantee, the guarantee by this Guarantor hereunder will be limited to the amount of Indebtedness Incurred and outstanding.
Section 3.The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:
(a)any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Note, by operation of law or otherwise;
(b)any modification or amendment of or supplement to the Indenture or any Note;
(c)any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Note;
(d)the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions;
provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
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(e)any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or any interest on any Note or any other amount payable by the Company under the Indenture; or
(f)any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantors’ obligations hereunder.
Section 4.The Guarantor’s obligations hereunder will remain in full force and effect until the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture have been paid in full. If at any time any payment of the principal of, premium, if any, or interest on any Note or any other amount payable by the Company under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, the Guarantor’s obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.
Section 5.The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.
Section 6.Upon making any payment with respect to any obligation of the Company under this Note Guarantee, the Guarantor making such payment will be subrogated to the rights of the payee against the Company with respect to such obligation; provided that the Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Guarantor, if any, with respect to such payment so long as any amount payable by the Company hereunder or under the Notes remains unpaid.
Section 7.If acceleration of the time for payment of any amount payable by the Company under the Indenture or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of the Indenture are nonetheless payable by the Guarantor hereunder forthwith on demand by the Trustee or the Holders.
Section 8.Notwithstanding anything to the contrary in this Note Guarantee, the Guarantor and, by its acceptance of Notes, each Holder hereby confirms that it is the intention of all of them that the guarantee of the Guarantor not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the laws of Argentina, the laws of Brazil, the United States Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the Trustee, the Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Note Guarantee are limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the laws of Argentina, the laws of Brazil, the U.S. Bankruptcy Code or any comparable provision of state law.
The Trustee, the Holders and the Guarantor further hereby irrevocably agree that the obligations of the Guarantor under this Note Guarantee are limited to the maximum amount that (1) would not render the Guarantor’s obligations subject to avoidance under applicable law, including applicable fraudulent conveyance laws or (2) would not result in a breach or violation by the Guarantor of any agreement to which the Guarantor is a party and entered into prior to the date that the Guarantor constituted a Significant Subsidiary.
A-32
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Section 9.The Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of Section 10.01 of the Indenture and this Note Guarantee.
Section 10.The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under Section 10.01 of the Indenture or this Note Guarantee.
Section 11.This Note Guarantee will be binding upon the Guarantor and its successors and assigns and will inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party will automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.
Section 12.THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 13.All communications and notices hereunder shall be in writing and given as provided in Section 12.01 of the Indenture. All communications and notices hereunder to the Guarantor shall be given to it in care of the Company at the address provided in Section 12.01 of the Indenture.
Section 14.In the event any one or more of the provisions contained in this Note Guarantee or in the Indenture should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
Section 15.Delivery of an executed signature page to this Note Guarantee by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Note Guarantee.
Section 16.The rules of construction specified in Section 1.03 of the Indenture shall be applicable to this Note Guarantee.
Section 17.(a) The Guarantor irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Note Guarantee, the Indenture or the Notes may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues.
A-33
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(a)The Guarantor has validly and effectively appointed Cogency Global Inc., with offices on the date hereof at 122 East 42nd Street, 18th Floor, New York, New York 10168, as its authorized agent upon which process may be served in any action, suit or proceeding referred to in Section 17(a). If for any reason such agent hereunder shall cease to be available to act as such, the Guarantor agrees to designate a new agent in the Borough of Manhattan, New York City, New York on the terms and for the purposes of this Section 17. The Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Guarantor by serving a copy thereof upon the relevant agent for service of process referred to in this Section 17 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, postage prepaid, in care of the Company at its address specified in or designated pursuant to the Indenture. The Guarantor agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Holders and the Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Guarantor or bring actions, suits or proceedings against the Guarantor in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Note Guarantee or the Indenture brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
[Signature Page Follows]

A-34
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IN WITNESS WHEREOF, the undersigned has caused this Note Guarantee to be duly executed and delivered by its proper and duly authorized officer as of the date first above written.
Guarantor:
[Name of Guarantor]
By:    _____________________________
Name:
Title:


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EXHIBIT B
Form of Offer Letter
July 29, 2025
Messrs.
Adeco Agropecuaria S.A.
Avenida Fondo de la Legua 936
B1640EDO, Martinez
Provincia de Buenos Aires, Argentina
Pilagá S.A.
Avenida Fondo de la Legua 936
B1640EDO, Martinez
Provincia de Buenos Aires, Argentina
L3N S.A.
Avenida Fondo de la Legua 936    
B1640EDO Martínez    
Provincia de Buenos Aires, Argentina
Ref.: Offer Letter No. ADECO01/2025. Adecoagro S.A. U.S.$500,000,000 7.500% Senior Notes due 2032.
Dear Sirs:
We make reference to that certain indenture dated July 29, 2025 by and among the Company, the Subsidiary Guarantors and the Trustee (the “Indenture”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
The undersigned, in the capacity described in the signature page hereof, hereby irrevocably offer (this “Offer No ADECO01/2025”) to Adeco Agropecuaria S.A., Pilagá S.A. and L3N S.A. (the “Argentine Subsidiary Guarantors”) to join and enter into the Indenture and agree to be bound by the terms thereof and the terms of the notation on the Notes relating to the Note Guarantees (the “Notation”), all on the terms and conditions set forth in the Indenture and the Notes attached hereto as Annex I (the “Terms and Conditions”).
This Offer No ADECO01/2025 shall be deemed accepted upon execution and delivery by the Argentine Subsidiary Guarantors to the Trustee, with copy to all the other parties undersigned below, of an acceptance letter substantially in the form attached hereto as Annex II not later than 6:00 p.m. (New York time) on July 29, 2025 (the “Acceptance Letter” and when such Acceptance Letter is duly executed and delivered, the “Acceptance”).

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Upon Acceptance of this Offer No ADECO01/2025, as provided in the immediately preceding paragraph, the Indenture and the Notation shall be binding upon and inure to the benefit of the parties thereof and its respective successors and assigns.
THIS OFFER NO ADECO01/2025 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO WITH RESPECT TO OR ARISING OUT OF THIS OFFER NO ADECO01/2025 SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR THE COURTS OF THE UNITED STATES LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK CITY, NEW YORK, AND EACH OF THE PARTIES HERETO (AND ANY ASSIGNS) HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE NON- EXCLUSIVE JURISDICTION OF EACH SUCH COURT IN PERSONAM, GENERALLY AND UNCONDITIONALLY WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING FOR ITSELF IN RESPECT OF ITS PROPERTIES, ASSETS AND REVENUES.
[signature page follows]


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Very truly yours,
ADECOAGRO S.A.
By:    _______________________________
Name:
Title:
Indenture
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ADECOAGRO VALE DO IVINHEMA S.A.
By:    _______________________________
Title:
Indenture
#100727204v8    

ADECOAGRO URUGUAY S.A.
By:    _______________________________
Title:

Indenture
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THE BANK OF NEW YORK MELLON,
as Trustee, Registrar Transfer Agent and Paying Agent
By: _______________________________
Title:
Indenture
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ANNEX I
Terms and Conditions
[TO BE INSERTED AN EXECUTED COPY OF THE INDENTURE AND THE NOTATION]

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ANNEX II
Form of Acceptance
July 29, 2025
Messrs.
The Bank of New York Mellon, as Trustee
240 Greenwich Street, 7E
New York, New York 10286
United States
Attention: Corporate Trust
c/c
[ALL SIGNATORIES TO THE OFFER LETTER]
Ref.: Offer Letter N° ADECO01/2025. Adecoagro S.A. U.S.$500,000,000 7.500% Senior Notes due 2032.
Dear Sirs,
We accept the one and only Offer Letter N° ADECO01/2025 (attached hereto as Exhibit A) dated on July 29, 2025 and the terms and conditions attached to said offer.


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Best regards,
Adeco Agropecuaria S.A.
By     
Name:
Title:


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Pilagá S.A.
By     
Name:
Title:



#100727204v8    

L3N S.A.
By     
Name:
Title:



#100727204v8    
EX-8.1 5 exhibit8112312025.htm EX-8.1 Document


Exhibit 8.1

Subsidiaries of Adecoagro S.A.

Majority Owned Subsidiaries:

Name     Place of Incorporation
1     Adecoagro GP S.à r.l.     Luxembourg
2     Adecoagro LP S.C.S     Luxembourg
3     Kadesh Hispania S.L.U.     Spain
4     Leterton España S.L.U.     Spain
5     Global Calidon S.L.    Spain
6    Global Acamante S.L.    Spain
7     Global Mirabilis S.L.    Spain
8     Global Carelio S.L.    Spain
9     Global Asterion S.L.U.     Spain
10     Global Pindaro S.L.U.     Spain
11    Global Acasto S.L.U.     Spain
12    Global Pileo S.L.U.     Spain
13    Global Anceo S.L.    Spain
14    Global Laertes S.L.U.     Spain
15    Peak Texas S.L.U.     Spain
16    Global Hisingen S.L.    Spain
17    Global Neimoidia S.L.U.    Spain
18    Adeco Agropecuaria S.A.     Argentina
19    Pilagá S.A.     Argentina
20    Cavok S.A.     Argentina
21    Establecimientos El Orden S.A.     Argentina
22    Agro Invest S.A.     Argentina
23    Forsalta S.A.     Argentina
24    Bañado del Salado S.A.     Argentina
25    Dinaluca S.A.     Argentina
26    Compañía Agroforestal de Servicios y Mandatos S.A.     Argentina
27    Molinos Libres S.A.U.    Argentina
28    L3N S.A.    Argentina
29    Energia Agro S.A.U.    Argentina
30    Agro Inversora S.A..    Argentina
31    Avaldi S.A.    Argentina
32    Profertil S.A.    Argentina
33    Kelizer S.A.    Uruguay
34    Adecoagro Uruguay S.A.    Uruguay
35    Arroz del Plata S.A.    Uruguay
36    Paso Dragon S.A.    Uruguay
37    Adecoagro Brasil Participações S.A.     Brazil
38    Adeco Agropecuária Brasil Ltda.    Brazil
39    Usina Monte Alegre Ltda.     Brazil
40    Adecoagro Vale do Ivinhema S.A.     Brazil
41    Adecoagro Agricultura e Participações Ltda.    Brazil
42    Adecoagro Energia Ltda.    Brazil
43    Monte Alegre Combustíveis Ltda.    Brazil
44    Angélica Energia Ltda.    Brazil
45    Ivinhema Energia Ltda.    Brazil
46    Adecoagro Biogás Ltda.     Brazil
47    Methanum Engenharia Ambiental Ltda.    Brazil
48 Adecoagro Chile S.p.A. Chile I, Mariano Bosch, certify that:
EX-12.1 6 exhibit12112312025.htm EX-12.1 Document

Exhibit 12.1
 
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. §1350)
 

1.    I have reviewed this annual report on Form 20-F of Adecoagro, S.A. for the fiscal year ended December 31, 2025;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.    The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.    The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
 
 
Date: April 29, 2026
   
  /s/ Mariano Bosch
  Mariano Bosch
Chief Executive Officer

EX-12.2 7 exhibit12212312025.htm EX-12.2 Document

Exhibit 12.2
 
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. §1350)
 
I, Emilio Federico Gnecco, certify that:
 
1.    I have reviewed this annual report on Form 20-F of Adecoagro S.A. for the fiscal year ended December 31, 2025;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.    The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
 
5.    The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

 
Date: April 29, 2026
   
  /s/ Emilio Federico Gnecco
  Emilio Federico Gnecco
  Chief Financial Officer
 
EX-13.1 8 exhibit13112312025.htm EX-13.1 Document

Exhibit 13.1
 
Officer Certifications
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
 
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Adecoagro S.A., a corporation organized under the form of a société anonyme under the laws of the Grand Duchy of Luxembourg (the “Company”), does hereby certify to such officer’s knowledge that:
 
The annual report on Form 20-F for the fiscal year ended December 31, 2025 (the “Form 20-F”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated: April 29, 2026
 
  /s/ Mariano Bosch
  Name: Mariano Bosch
  Title: Chief Executive Officer
 
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
 
EX-13.2 9 exhibit13212312025.htm EX-13.2 Document

Exhibit 13.2
 
Officer Certifications
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
 
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Adecoagro S.A., a corporation organized under the form of a société anonyme under the laws of the Grand Duchy of Luxembourg (the “Company”), does hereby certify to such officer’s knowledge that:
 
The annual report on Form 20-F for the fiscal year ended December 31, 2025 (the “Form 20-F”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated: April 29, 2026
 
  /s/ Emilio Federico Gnecco
  Name: Emilio Federico Gnecco
  Title:  Chief Financial Officer
 
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
 
EX-15.1 10 exhibit15112312025.htm EX-15.1 Document

Exhibit 15.1
 
CONSENT OF CUSHMAN & WAKEFIELD ARGENTINA S.A.
 
We hereby consent to the use of our name in the Annual Report on Form 20-F of Adecoagro S.A. for the year ended December 31, 2025 and any amendments thereto (the “Annual Report”) and the references to and information contained in the Cushman & Wakefield Argentina S.A. Appraisal of Real Property report dated September 30, 2025, prepared for Adecoagro S.A. (the “Cushman Report”), wherever appearing in the Annual Report, including but not limited to references to our company under the heading “Item 4. Information on the Company” in the Annual Report.

We also hereby consent to the incorporation by reference of our name and the references to and information contained in the Cushman Report, wherever appearing in the Annual Report, including but not limited to references to our company under the heading “Item 4. Information on the Company” in the Annual Report, into the previously filed (i) Registration Statements on Form S-8 (File Nos. 333-294394, 333-285949, 333-278689, 333-270782, 333-264097, 333-254958, 333-230636, 333-217141, 333-207017 and 333-173327) and (ii) the Registration Statement on Form F-3 (File No. 333-291872) of Adecoagro S.A.
 
Dated: April 29, 2026
 
 
Cushman & Wakefield Argentina S.A.
By:  /s/ Julio C. Speroni
Name: Julio C. Speroni
Title: Valuation Manager

EX-15.2 11 exhibit15212312025.htm EX-15.2 Document

Exhibit 15.2


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-291872) and on Form S-8 (No. 333-294394, 333-285949, 333-278689, 333-270782, 333-264097, 333-254958, 333-230636, 333-217141, 333-207017 and 333-173327) of Adecoagro S.A. of our report dated March 13, 2026 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F.




/s/ PRICE WATERHOUSE & CO. S.R.L.
/s/ (Partner)
Eduardo Alfredo Loiácono


Buenos Aires, Argentina.
April 29, 2026.


Price Waterhouse & Co. S.R.L., Bouchard 557, 8th floor, C1106ABG - City of Buenos Aires
T: +(54.11) 4850.0000, www.pwc.com/ar

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