Adecoagro S.A. (Form: F-3, Received: 12/01/2025 17:09:28)

As filed with the Securities and Exchange Commission on December 1, 2025

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Adecoagro S.A.

(Exact Name of Registrant as Specified in Its Charter)

Not Applicable

(Translation of Registrant's name into English)

Grand Duchy of Luxembourg		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)
28 Boulevard F.W. Raiffeisen L-2411 Luxembourg Grand Duchy of Luxembourg ‎+352-2644-9372
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

	Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 (212) 947-7200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Maurice Blanco

Katia Brener
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company, 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 7(a)(2)(B) of the Securities Act. ☐

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a) may determine.

PROSPECTUS

Common Shares

Rights to Subscribe for Common Shares

Adecoagro S.A.
(incorporated in the Grand Duchy of Luxembourg)

Adecoagro S.A. (“Adecoagro”), a joint stock company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office located at 28 Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, may offer from time to time common shares, with a nominal value of $1.50 per share (“common shares”), in one or more offerings up to a maximum aggregate offering price of $500,000,000 (the “Securities”). We may from time to time also offer rights to subscribe for our common shares. Our common shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “AGRO.” The closing price of our common shares, as reported on the NYSE on November 28, 2025, was $8.13.

We will provide the specific terms of the securities, and the manner in which they will be offered, in one or more supplements to this prospectus. Any supplement may also add, update or change information contained, or incorporated by reference, into this prospectus. You should read carefully both this prospectus and the applicable prospectus supplement, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Documents by Reference,” before you invest in our securities. The amount and price of the offered securities will be determined at the time of the offering.

The securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers and agents; or directly to purchasers. The names of any underwriters, dealers or agents involved in the sale of our securities, their compensation and any option to purchase additional securities held by them will be described in the applicable prospectus supplement. See “Plan of Distribution.”

Investing in these securities involves certain risks. See “Risk Factors” beginning on page 6 of this prospectus.

Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This prospectus may not be used to offer or sell any securities unless it is accompanied by a prospectus supplement.

The date of this prospectus is December 1, 2025

table of contents

Page

About This Prospectus	1
Special Note On Forward-Looking Statements	2
The Company	4
Risk Factors	6
Enforceability of Civil Liabilities	10
Capitalization	12
Unaudited Pro Forma Consolidated Financial Information	13
Use of Proceeds	23
Dividend Policy	24
Description of Share Capital	25
Taxation	36
Plan of Distribution	37
Legal Matters	40
Experts	40
Where You Can Find More Information	40
Incorporation of Documents by Reference	41

About This Prospectus

This prospectus is part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under this shelf registration process, we may, from time to time, offer and sell the Securities described in this prospectus in one or more offerings.

This prospectus provides you with a general description of the Securities that we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of those securities and their offering, including the specific amounts, prices and terms of the offered securities. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the headings “Risk Factors,” “Where You Can Find More Information” and “Incorporation of Documents by Reference.”

If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. Capitalized terms not defined herein shall have the meanings assigned to them in our most recent annual report for the fiscal year ended December 31, 2024 on Form 20-F, filed with the SEC on April 25, 2025 (our “2024 Annual Report”), which is incorporated herein by reference.

You should assume that the information in this prospectus or any prospectus supplement, as well as the information incorporated by reference in this prospectus or any prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.

Wherever references are made in this prospectus to information that will be included in a prospectus supplement, to the extent permitted by applicable law, rules or regulations, we may instead include such information or add, update or change the information contained in this prospectus by means of a post-effective amendment to the registration statement of which this prospectus is a part, through filings we make with the SEC that are incorporated by reference in this prospectus or by any other method as may then be permitted under applicable law, rules or regulations.

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “Adecoagro,” the “Company,” “our company,” “we,” “us” and “our” may refer, as the context requires, to Adecoagro S.A. and its consolidated subsidiaries. The common shares that may be offered using this prospectus are referred to collectively as the securities.

Special Note On Forward-Looking Statements

This prospectus, the registration statement of which it forms a part, and the documents incorporated by reference herein contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Many of the forward-looking statements contained, or incorporated by reference, in this prospectus 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 or incorporated herein 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 (including our pending acquisition of Profertil S.A.), 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 as our controlling shareholder and its affiliates, and any related conflicts of interest;

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;

the ongoing war between Russia and Ukraine and ongoing tensions in the Middle East region;

the difficulty in integrating significant acquisitions, including the pending acquisition in Profertil S.A., or unexpected contingencies we discover following the completion of such acquisitions; and

the factors discussed under the section entitled “Risk Factors” in this prospectus and in our 2024 Annual Report.

Forward-looking statements appear in a number of places in this prospectus and in our 2024 Annual Report incorporated by reference herein and include, but are not limited to, statements regarding our intent, belief or current expectations. 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, such estimates and forward-looking statements 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.

Forward-looking statements 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.

The Company

Adecoagro is a joint stock company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg. We are a leading agro-industrial company in South America, with operations in Argentina, Brazil and Uruguay. We produce a wide range of agricultural products, including various crops, rice, raw milk and sugarcane, many of which we then industrialize and transform into value-added products, such as sugar, ethanol and dairy products. We are also involved in energy production and commercialization. Our sustainable business model is focused on (i) a low-cost production model that leverages growing or producing each of our agricultural products in regions where we believe we have competitive advantages, (ii) reducing the volatility of our returns through product and geographic diversification and use of advanced technology, (iii) benefiting from vertical integration in key segments of the agro-industrial chain, (iv) acquiring and transforming land to improve its productivity and realizing land appreciation through strategic dispositions, and (v) implementing sustainable production practices and technologies focused on long-term profitability.

Our principal executive offices are located at 28 Boulevard F.W. Raiffeisen, L-2411 Luxembourg. Our telephone number is +352-2644-9372.

Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our principal website is www.adecoagro.com. The information contained in, or accessible through, our website is not incorporated by reference in, and should not be considered part of, this prospectus or the registration statement of which it forms a part.

Acquisition of Profertil S.A.

On September 5, 2025, we entered into an agreement to acquire Nutrien Ltd.’s (“Nutrien”) 50% equity interests in Profertil S.A. (“Profertil”), the leading producer of granular urea in South America. The remaining 50% stake of Profertil is held by YPF S.A. (“YPF”), the largest oil and gas producer of Argentina. This acquisition is part of our strategy to expand our agro-industrial platform and further diversify our revenue base. We believe 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.

The acquisition will be executed through Avaldi S.A. (“Avaldi”), an Argentine holding company created by a partnership between the Company and Asociación de Cooperativas Argentinas (“ACA”), with an 80%-20% ownership structure, respectively.

The total purchase price for Nutrien’s shares in Profertil, after certain price adjustments, is approximately $600 million, subject to a price adjustment linked to the working capital on the closing date. Of this amount, $480 million is for the Company´s stake. An initial down payment of $120 million has already been made proportionally by affiliated companies of the Company and ACA, with the Company contributing $96 million and ACA contributing $24 million, in accordance with their ownership structure.

Under the terms of the Profertil shareholders’ agreement, YPF holds a 90-day right of first refusal to acquire Nutrien’s equity interests in Profertil under the same terms and conditions. As of the date of this prospectus, the main conditions precedent have been fulfilled.

The acquisition remains subject to other customary closing conditions and is expected to be completed before December 31, 2025.

In addition, on December 1, 2025, the Company presented a binding offer to acquire YPF’s 50% equity interests in Profertil under the same terms and conditions agreed for the 50% equity interests in Profertil to be acquired from Nutrien. The total purchase price for YPF’s shares in Profertil, after certain price adjustments, is approximately $600 million. We will use existing cash to pay a down payment of $200 million upon closing of the acquisition. The balance of the purchase price would be paid in installments due in 2026, which we intend to finance through a combination of sales of equity and additional borrowing. The acceptance of our offer to YPF is subject to approval by YPF’s Board of Directors, which is expected to occur in December 2025. If approved, this additional acquisition will remain subject to other customary closing conditions, with completion expected by December 31, 2025. While no assurances can be given, we believe that this acquisition of the remaining 50% equity interests in Profertil is probable and that YPF is likely to accept the offer. If both the acquisitions of Nutrien’s and YPF’s equity interests in Profertil are consummated, the Company will have a 90% equity interest in Profertil and ACA will have a 10% equity interest.

We refer to the acquisition of Nutrien’s and YPF’s equity interests in Profertil collectively as the “Profertil Acquisition.”

See “Risks related to the probable Profertil Acquisition,” “Unaudited Pro Forma Consolidated Financial Information” and our report on Form 6-K which was furnished to the SEC on December 1, 2025, which includes as exhibits the audited consolidated financial statements of Profertil.

Risk Factors

Investing in the securities offered using this prospectus involves risk. Before you decide to buy our securities, you should carefully consider the risks described under the heading “Risk Factors” in our 2024 Annual Report, which is incorporated herein by reference, as well as the risks that are described in the applicable prospectus supplement and in other documents incorporated by reference into this prospectus. If any of these risks actually occur, our business, financial condition and results of operations could suffer, and the trading price and liquidity of the securities offered using this prospectus could decline, in which case you may lose all or part of your investment. Please see “Where You Can Find More Information” and “Incorporation of Documents by Reference” for information on where you can find the documents we have filed with or furnished to the SEC and which are incorporated into this prospectus by reference.

Risks related to the Company

Our controlling shareholder may have regulatory, reputational, or operational exposures that could indirectly affect us.

In October 2021, the U.S. Commodity Futures Trading Commission (CFTC) instituted and settled regulatory proceedings against Tether Holdings Limited, Tether Limited, Tether Operations Limited, and Tether International Limited (collectively, “Tether Group”) by way of an order accepting Tether Group’s payment of a civil monetary penalty of $41 million without admitting or denying any of the CFTC’s findings or conclusions. The order settled CFTC allegations that, from June 2016 to February 2019, Tether Group made untrue or misleading statements and omissions of material fact or omitted to state material facts necessary to make statements made not true or misleading in connection with, among other things, whether its stablecoin, USDT, was fully backed by U.S. dollars held in bank accounts in Tether Group’s name.

In February 2021, the Office of the Attorney General of the State of New York (NYAG) entered into an agreement with Tether Group and several Bitfinex (a group of companies with which Tether Group is affiliated) companies to settle a 2019 proceeding brought by NYAG seeking an injunction related to, among other things, the transfer of certain funds by and among Bitfinex and Tether Group. Without admitting or denying NYAG’s findings, Bitfinex and Tether Group agreed to settle the NYAG proceeding by paying $18.5 million in penalties to the State of New York. The agreement further required Bitfinex and Tether Group to discontinue any trading activity with New York persons or entities and to submit to mandatory reporting on certain business functions.

While to our knowledge the Tether Group is not currently subject to any known ongoing enforcement proceedings, we cannot assure you that future regulatory developments involving the Tether Group would not have some indirect adverse impact on our business.

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;

the security, maintenance and development of the open-source software protocol and other technologies impacting digital asset networks;

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 service 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 Argentina

The Argentine government may not be able to implement its proposed economic reforms.

On October 26, 2025, mid-term national congressional elections were held in Argentina, resulting in President Javier Milei’s La Libertad Avanza party (“LLA”) securing approximately 41% of the votes and winning a third of the Lower House seats, a key threshold for blocking opposition bills and backing presidential decrees. Nevertheless, LLA still fell short of a majority in either chamber of Congress. As a result, the ability of the Milei administration to continue its reform agenda and effectively implement ongoing economic reforms or react appropriately to future economic situations may be limited. The inability of the Argentine government to effectively implement its agenda could negatively affect the economy and therefore have a material adverse effect on our business, financial condition, results of operations and prospects.

In this sense, although financial markets appear to have reacted positively to the election results, there is no assurance that such conditions will persist. Political or social opposition to the government’s reform measures, adverse external developments, or delays in the implementation of structural policies could reverse these trends and generate volatility in the Argentine financial markets, adversely affecting access to international financing, the value of the Argentine peso, and the overall stability of the Argentine economy. We cannot assure whether any such changes will occur or, if they do, predict their timing or their potential impact on our business, financial condition, results of operations or prospects.

Risks related to the probable Profertil Acquisition

The actual financial positions and results of operations of Adecoagro following the Profertil Acquisition may differ materially from the unaudited pro forma consolidated financial information included in this prospectus.

The unaudited pro forma consolidated financial information contained in this prospectus is presented for illustrative purposes only and may not be an indication of what our financial position or results of operations would have been had the transaction contemplated by the acquisition agreement been completed on the dates indicated. The unaudited pro forma consolidated financial information has been derived from the historical consolidated financial statements of Profertil and Adecoagro, and certain adjustments and assumptions have been made regarding the combined businesses after giving effect to the transaction. The assets and liabilities of Profertil have been measured at fair value based on various preliminary estimates using assumptions that our management believes are reasonable using information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates may be revised as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates in the unaudited pro forma consolidated financial information and the final acquisition accounting will occur and could have a material impact on the unaudited pro forma consolidated financial information and Adecoagro’s financial position and future results of operations.

In addition, the assumptions used in preparing the unaudited pro forma consolidated financial information may not prove to be accurate, and other factors may affect our financial condition or results of operations following the closing of the transactions contemplated by the acquisition agreement. Any potential decline in our financial condition or results of operations may cause significant variations in our share price.

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

Antitrust authority approval is not a condition precedent to the closing of the Profertil Acquisition. However, after the closing of the Profertil Acquisition, Avaldi is required to file all requested documentation with the Argentine Antitrust Authority to seek and obtain antitrust approval of the Profertil Acquisition itself. Avaldi assumes the entire risk and burden of the antitrust 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 Profertil Acquisition. There can be no assurance on the terms in which the Profertil Acquisition will be approved by the Argentine Antitrust Authority or if it will be approved at all.

Acquisitions that we have completed, including the Profertil Acquisition, and any future acquisitions, strategic investments, partnerships, or alliances could be difficult to integrate and/or identify, could divert the attention of key management personnel, disrupt our business, dilute stockholder value and adversely affect our financial results, including impairment of goodwill and other intangible assets.

One of our principal business strategies includes acquisitions of new agro-industrial platforms, enabling us to continue diversifying our operations and other strategic transactions, including in jurisdictions in which we do not currently operate. The successful acquisition and integration of platforms, including the Profertil Acquisition, requires an assessment of several factors, including development and operating costs, and potential environmental and other liabilities.

The accuracy of these assessments is inherently uncertain. In connection with these assessments, we perform a review of the subject platforms that we believe to be generally consistent with industry practices. Our review and the review of advisors will not reveal all existing or potential problems, nor will it permit us or them to become sufficiently familiar with the platforms to fully assess their deficiencies. Environmental conditions are not necessarily observable even when an inspection is undertaken. We or advisors may apply different assumptions when assessing the same business. Even when problems are identified, the seller may be unwilling or unable to provide effective contractual protection against all or part of the problems. We often are not entitled to contractual indemnification for environmental liabilities and acquire properties on an “as is” basis. Even in those circumstances in which we have contractual indemnification rights for pre-closing liabilities, it remains possible that the seller will not be able to fulfill its contractual obligations. There can be no assurance that problems related to the assets or management of the companies and operations we have acquired, or operations we may acquire or add to our portfolio in the future, will not arise in future, and these problems could have a material adverse effect on our business, financial condition, and results of operations.

Significant acquisitions, including the Profertil Acquisition, and other strategic transactions may involve other risks, including:

diversion of our management’s attention to evaluating, negotiating and integrating significant acquisitions and strategic transactions;

challenge and cost of integrating acquired operations, information management and other technology systems and business cultures with ours while carrying on our ongoing business;

contingencies and liabilities that could not be or were not identified during the due diligence process, including with respect to possible deficiencies in the internal controls of the acquired operations; and

challenge of attracting and retaining personnel associated with acquired operations.

It is also possible that we may not identify suitable acquisition targets or strategic investment, partnership, or alliance candidates. Our inability to identify suitable acquisition targets, strategic investments, partners or alliances, or our inability to complete such transactions, may negatively affect our competitiveness and growth opportunities. Moreover, if we fail to properly evaluate acquisitions, including the Profertil Acquisition, alliances, or investments, we may not achieve the anticipated benefits of any such transaction, and we may incur costs in excess of what we anticipate.

Future acquisitions financed with our own cash could deplete the cash and working capital available to adequately fund our operations and return value to shareholders. We may also finance future transactions through debt financing, the issuance of our equity securities, existing cash, cash equivalents or investments, or a combination of the foregoing. Acquisitions financed with the issuance of our equity securities could be dilutive, which could affect the market price of our stock. Acquisitions financed with debt could require us to dedicate a substantial portion of our cash flow to principal and interest payments and could subject us to restrictive covenants.

Failure to consummate the Profertil Acquisition or termination of the acquisition agreement could negatively affect us.

Our business may be adversely impacted if we cannot pursue opportunities that might benefit us because our management is focused on the pending Profertil Acquisition. We will not realize any of the anticipated benefits of the pending Profertil Acquisition until it is completed. The pending Profertil Acquisition may not close for various reasons, including our ability to satisfy closing conditions. In addition, although we have sent a signed offer letter to YPF to purchase its equity interests in Profertil, YPF has not yet accepted our offer, and its Board of Directors may not approve the sale. In the event that we are unable to consummate the pending Profertil Acquisition for either Nutrien’s 50% equity interests in Profertil or YPF’s 50% equity interests in Profertil, the market price of our common shares may decline to the extent that the current market price reflects a market assumption that our pending acquisition will be completed.

Consummation of the Profertil Acquisition could cause disruptions and create uncertainty surrounding our business and affect our relationships with customers, vendors, other business partners and employees.

Some of our customers, vendors and other business partners may delay or defer decisions, seek to change the terms on which they do business or reconsider their relationships with us, which could adversely affect our business and results of operation, regardless of whether the Profertil Acquisition is consummated. The uncertainty created by the pending Profertil Acquisition may also impair our ability to retain and motivate key personnel until the Profertil Acquisition is completed, which could reduce or delay our ability to realize the anticipated benefits of the Profertil Acquisition.

Enforceability of Civil Liabilities

We are a joint stock company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg. Most of the members of our board of directors, our senior management and the experts named in this prospectus reside outside the United States and a substantial portion of their assets are located outside the United States. As a result, it may not be possible for you to effect service of process within the United States upon these individuals or upon us or to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. securities laws against us in the United States. Awards of punitive damages in actions brought in the United States or elsewhere are generally not enforceable in Luxembourg and penalty clauses and similar clauses on damages or liquidated damages are allowed to the extent that they provide for a reasonable level of damages and the courts of Luxembourg have the right to reduce or increase the amount thereof if it is unreasonably high or low.

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 traditional requirements for a valid, final (non-appealable) and conclusive judgment against us in any civil or commercial suit, action or proceeding obtained from a court of competent jurisdiction in the United States, which judgment remains in full force and effect after all appeals as may be taken in the relevant state or federal jurisdiction with respect thereto have been taken, to be enforced through a court of competent jurisdiction of Luxembourg may be the following (subject to compliance with the enforcement procedures set forth in the relevant provision of the Luxembourg New Code of Civil Procedure (Nouveau Code de Procédure Civile) and Luxembourg case-law, which may evolve):

the U.S. court awarding the judgment has jurisdiction to hear and adjudicate the respective matter under its applicable laws, and such jurisdiction is recognized by Luxembourg international private law and local law;

the judgment is final and duly enforceable (exécutoire) in the jurisdiction where the decision is rendered and has not been fully enforced in that and/or any other jurisdiction;

the judgment is not in contradiction with an already issued judgment of a Luxembourg court;

the U.S. court has applied the substantive law as designated by the Luxembourg conflict of laws rules. Based on recent case law and legal doctrine, it is not certain that this condition would still be required for an exequatur to be granted by a Luxembourg court;

the U.S. court has acted in accordance with its own procedural laws and had jurisdiction over the subject matter of the action leading to the judgment;

the judgment was granted in compliance with the rights of the defendant in particular, 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 the issue and delivery of the judgement, and the judgment has not been obtained by reason of fraud; and

the judgment does not contravene international public policy rules as understood under the laws of Luxembourg and has not been given in proceedings of a criminal, penal or tax nature or rendered subsequent to an evasion of Luxembourg law (fraude à la loi).

If an original action is brought in Luxembourg, without prejudice to specific conflict of law rules, Luxembourg courts may refuse to apply the designated law (i) if the choice of such foreign law was not made bona fide; (ii) if the foreign law was not pleaded and proven: or (iii) if pleaded and proven, such foreign law was contrary to mandatory Luxembourg laws or incompatible with Luxembourg public policy rules. In an action brought in Luxembourg on the basis of U.S. federal or state securities laws, Luxembourg courts may not have the requisite power to grant the remedies sought.

In addition, actions brought in a Luxembourg court against us or the members of our board of directors, our other officers and the experts named herein to enforce liabilities based on U.S. federal securities laws may be subject to certain restrictions. In particular, Luxembourg courts do generally not award punitive damages. Litigation in Luxembourg also is subject to rules of procedure that differ from the U.S. rules, including with respect to the taking and admissibility of evidence, the conduct of the proceedings and the allocation of costs. Proceedings in Luxembourg would have to be conducted in the French or German language, and all documents submitted to the court would, in principle, have to be translated into French or German.

A contractual provision allowing the service of process against a party to a service agent could be overridden by Luxembourg statutory provisions allowing the valid serving of process against a party subject to and in accordance with the laws of the country where such party is domiciled.

For these reasons, it may be difficult for a U.S. investor to bring an original action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against us, the members of our board of directors and other executive officers and the experts named in this prospectus. In addition, even if a judgment against our company, the non-U.S. members of our board of directors, senior management or the experts named in this prospectus based on the civil liability provisions of the U.S. federal securities laws is obtained, a U.S. investor may not be able to enforce it in U.S. or Luxembourg courts.

Capitalization

The following table sets forth our cash and cash equivalents and our total capitalization as of September 30, 2025:

on an actual basis; and

on a pro forma basis to give effect to the Profertil Acquisition, as if such event had occurred on September 30, 2025.

The following table should be read in conjunction our unaudited consolidated interim financial statements as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024 and related notes that are incorporated by reference into this prospectus, the unaudited pro forma consolidated financial information included elsewhere in this prospectus and the other financial information included or incorporated by reference into this prospectus. Our historical results do not necessarily indicate our expected results for any future periods.

	As of September 30, 2025
	Actual			Pro forma(3)
	(in thousands of U.S. dollars)
Cash and cash equivalents		339,998			9,820
Non-current borrowings:
Senior Notes		760,136			760,136
Bank borrowings		294,056			548,381
Current borrowings:
Senior Notes		6,751			6,751
Bank borrowings		176,028			406,442
Total borrowings		1,236,971	(1)		1,721,710
Total equity attributable to equity holders of the parent		1,371,989			1,371,989
Non-controlling interest		64,569			145,309
Total shareholders’ equity		1,436,558			1,517,298
Total capitalization (2)		2,673,529			3,239,008

(1)

Of our total borrowings, $50.1 million is secured, $520.2 million is unsecured and $771.0 million is guaranteed by our subsidiary guarantors.

(2)

Total Capitalization equals total borrowings plus total shareholders’ equity.

(3)

See “Unaudited Pro Forma Consolidated Financial Information.”

Unaudited Pro forma consolidated financial information

Introduction

For a description of the probable Profertil Acquisition, see “The Company—Acquisition of Profertil S.A.”

Basis of Pro Forma Presentation

The following unaudited pro forma consolidated financial information (the “unaudited pro forma financial statements”) is provided to aid you in your analysis of the financial aspects of the transactions discussed herein.

The unaudited pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosure about Acquired and Disposed Businesses,” as adopted by the SEC on May 21, 2020. We have elected not to present management’s adjustments and have presented only Transaction Accounting Adjustments in the following unaudited pro forma financial statement.

The unaudited pro forma financial statements give effect to the probable Profertil Acquisition, as further discussed in “The Company—Acquisition of Profertil S.A.”

The unaudited pro forma financial statements were derived from our historical consolidated financial statements and the historical financial statements of Profertil, as adjusted to give effect to the transaction. Our historical consolidated financial statements and the historical financial statements of Profertil used in preparing these unaudited pro forma financial statements were prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). In connection with the pro forma presentation, we evaluated Profertil’s significant accounting policies and determined they are substantially consistent with our policies under IFRS, and therefore no material accounting policy alignment adjustments were required.

The unaudited pro forma consolidated statement of financial position gives pro forma effect to the transaction as if it had been consummated on September 30, 2025. The unaudited pro forma consolidated statement of income for the nine months ended September 30, 2025, and for the year ended December 31, 2024, give effect as if the acquisition had occurred on January 1, 2024.

The unaudited pro forma financial statements have been derived from and should be read in conjunction with:

the accompanying notes to the unaudited pro forma consolidated financial information;

the historical audited financial statements of Profertil as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023, which are incorporated by reference into this prospectus;

the historical unaudited financial statements of Profertil as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024, which are incorporated by reference into this prospectus;

the historical audited consolidated financial statements of Adecoagro as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023, which are incorporated by reference into this prospectus;

the historical unaudited consolidated financial statements of Adecoagro as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024, which are incorporated by reference into this prospectus; and

other information relating to Adecoagro.

The unaudited pro forma financial statements are provided for illustrative purposes only and are not necessarily indicative of what the actual results of operations and financial position would have been had the acquisition taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of Adecoagro.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF SEPTEMBER 30, 2025

	Historical Adecoagro			Historical Proferil (Note 2.3)		Transaction accounting adjustments (Note 3 and Note 3 (e))			Adecoagro Pro Forma consolidated
	(in thousands of U.S. Dollars, except per share value)
ASSETS
Non-Current Assets
Property, plant and equipment, net		1,681,601			586,196		813,804			3,081,601
Right of use assets		400,871			12,450		-			413,321
Investment property		34,208			-		-			34,208
Intangible assets, net		35,423			-		137,338			172,761
Biological assets		41,331			-		-			41,331
Deferred income tax assets		20,968			-		-			20,968
Trade and other receivables, net		56,968			33,771		-			90,739
Derivative financial instruments		9,219			-		-			9,219
Other Assets		3,426			-		-			3,426
Total Non-Current Assets		2,284,015			632,417		951,142			3,867,574
Current Assets
Biological assets		193,376			-		-			193,376
Inventories		407,286			98,758		-			506,044
Trade and other receivables, net		389,085			117,972		(120,000	)(a)		387,057
Derivative financial instruments		5,823			-		-			5,823
Short-term investments		25,464			175,656		-			201,120
Cash and cash equivalents		339,998			3,822		(334,000	)(b)		9,820
Total Current Assets		1,361,032			396,208		(454,000	)		1,303,240
TOTAL ASSETS		3,645,047			1,028,625		497,142			5,170,814
SHAREHOLDERS EQUITY
Capital and reserves attributable to equity holders of the parent
Share capital		158,073			356,000		(356,000	)		158,073
Share premium		636,139			-		-			636,139
Cumulative translation adjustment		(424,636	)		-		-			(424,636	)
Equity-settled compensation		11,291			-		-			11,291
Other reserves		153,237			77,021		(77,021	)		153,237
Treasury shares		(7,940	)		-		-			(7,940	)
Revaluation surplus		279,150			-		-			279,150
Reserve from the sale of non-controlling interests in subsidiaries		41,574			-		-			41,574
Retained earnings		525,101			85,409		(85,409	)		525,101
Equity attributable to equity holders of the parent		1,371,989			518,430		(518,430	)		1,371,989
Non-controlling interest		64,569			-		80,740	(c)		145,309
TOTAL SHAREHOLDERS EQUITY		1,436,558			518,430		(437,690	)		1,517,298
LIABILITIES
Non-Current Liabilities
Trade and other payables		990			-		-			990
Borrowings		1,054,192			54,325		200,000	(b)		1,308,517
Lease liabilities		317,869			9,774		-			327,643
Deferred income tax liabilities		344,906			150,838		284,832			780,576
Payroll and social security liabilities		560			-		-			560
Derivatives financial instruments		1,206			-		-			1,206
Provisions for other liabilities		2,668			14,202		-			16,870
Total Non-Current Liabilities		1,722,391			229,139		484,832			2,436,362
Current Liabilities
Trade and other payables		210,065			67,396		400,000	(d)		677,461
Current income tax liabilities		828			27,505		-			28,333
Payroll and social security liabilities		37,582			5,591		-			43,173
Borrowings		182,779			180,414		50,000	(b)		413,193
Lease liabilities		50,206			150		-			50,356
Derivative financial instruments		3,871			-		-			3,871
Provisions for other liabilities		767			-		-			767
Total Current Liabilities		486,098			281,056		450,000			1,217,154
TOTAL LIABILITIES		2,208,489			510,195		934,832			3,653,516
TOTAL SHAREHOLDERS EQUITY AND LIABILITIES		3,645,047			1,028,625		497,142			5,170,814

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2024

	Historical Adecoagro			Historical Profertil (Note 2.3)			Transaction accounting adjustments (Note 3 and Note 3 (e))			Adecoagro Pro Forma consolidated
	(in thousands of U.S. Dollars, except per share value)
Revenue		1,518,907			666,849			-			2,185,756
Cost of revenue		(1,198,715	)		(310,603	)		(40,690	)(f)		(1,550,008	)
Initial recognition and changes in fair value of biological assets and agricultural produce		143,081			-			-			143,081
Changes in net realizable value of agricultural produce after harvest		(28,437	)		-			-			(28,437	)
Margin on agricultural and industrial activities		434,836			356,246			(40,690	)		750,392
General and administrative expenses		(103,880	)		(31,174	)		-			(135,054	)
Selling expenses		(153,482	)		(79,854	)		-			(233,336	)
Other operating income / (expense), net		4,824			666			-			5,490
Profit from operations		182,298			245,884			(40,690	)		387,492
Finance income		16,808			45,491			-			62,299
Finance cost		(166,441	)		(48,193	)		(17,375	)(i)		(232,009	)
Other financial results, net		2,421			-			-			2,421
Financial results, net		(147,212	)		(2,702	)		(17,375	)		(167,289	)
Profit before income tax		35,086			243,182			(58,065	)		220,203
Income tax benefit / (expense)		57,015			(2,050	)		14,242	(g)		69,207
Profit for the year		92,101			241,132			(43,823	)		289,410


Attributable to:
Equity holders of the parent		92,340			-			175,841			268,181
Non-controlling interest		(239	)		-			21,468	(h)		21,229

Average amount of shares (in thousands)		102,606									102,606
Earnings per share (“EPS”) attributable to the equity holders of the parent

Basic EPS		0.900									2.614
Diluted EPS		0.896									2.602

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

	Historical Adecoagro			Historical Profertil (Note 2.3)			Transaction accounting adjustments (Note 3 and Note 3 (e))			Adecoagro Pro Forma consolidated
	(in thousands of U.S. Dollars, except per share value)
Revenue		1,011,798			447,126			-			1,458,924
Cost of revenue		(841,418	)		(230,612	)		(30,518	)(f)		(1,102,548	)
Initial recognition and changes in fair value of biological assets and agricultural produce		77,479			-			-			77,479
Changes in net realizable value of agricultural produce after harvest		7,594			-			-			7,594
Margin on agricultural and industrial activities		255,453			216,514			(30,518	)		441,449
General and administrative expenses		(90,014	)		(23,315	)		-			(113,329	)
Selling expenses		(111,316	)		(46,644	)		-			(157,960	)
Other operating income, net		12,063			(367	)					11,696
Profit from operations		66,186			146,188			(30,518	)		181,856
Finance income		25,036			9,543			-			34,579
Finance cost		(79,104	)		(31,475	)		(13,031	)(i)		(123,610	)
Other financial results, net		(6,029	)		-			-			(6,029	)
Financial results, net		(60,097	)		(21,932	)		(13,031	)		(95,060	)
Profit before income tax		6,089			124,256			(43,549	)		86,796
Income tax benefit / (expense)		2,002			(49,362	)		10,681	(g)		(36,679	)
Profit for the period		8,091			74,894			(32,868	)		50,117


Attributable to:
Equity holders of the parent		7,037			-			36,521			43,558
Non-controlling interest		1,054			-			5,505	(h)		6,559

Average amount of shares (in thousands)		100,086									100,086
EPS attributable to the equity holders of the parent

Basic EPS		0.070									0.435
Diluted EPS		0.070									0.434

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(The amounts presented are in thousands of US$, except per share data and except as otherwise indicated).

Note 1 – Accounting for the Profertil Acquisition

Method of Accounting

The Company expects to account for the acquisition of its 90% interest in Profertil as a Business Combination in accordance with International Financial Reporting Standard 3 (IFRS 3). The acquisition of 50% equity interests from Nutrien and the acquisition of YPF’s 50% equity interests in Profertil are expected to occur during the same period. Accordingly, the Company will fully consolidate Profertil's financial statements commencing from the acquisition date.

Application of IFRS 3 (Acquisition Method)

The application of IFRS 3 requires the following key steps:

Initial Measurement: 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, the liabilities incurred and the equity interests issued by the Company. 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.

Purchase Price Allocation (PPA): the identifiable assets acquired and liabilities assumed will be recognized on the Company’s statement of financial position at their fair values as of the acquisition date.

Goodwill: any excess of the cost of the investment over the net fair value of Profertil’s identifiable assets and liabilities will be recognized as goodwill.

Non-Controlling Interest (NCI): a non-controlling interest will be recognized for the participation held by ACA.

Note 2 - Basis of Presentation for Unaudited Pro Forma Financial Statements

1. Assumption of Acquisition Date

The unaudited pro forma consolidated financial statements are prepared under the following assumptions regarding the effective date of the transaction:

Statement of Income: The unaudited pro forma statements of income for the year ended December 31, 2024, and for the nine months ended September 30, 2025, have been prepared as if the transaction occurred on January 1, 2024, which is the beginning of the earliest period presented.

Statement of Financial Position: The unaudited pro forma statement of financial position as of September 30, 2025, has been prepared as if the transaction occurred on September 30, 2025.

2. Preliminary Estimates and Limitations

Management has made significant estimates and assumptions in determining the pro forma adjustments, including a preliminary estimation of the fair values of Profertil's assets and liabilities (including the support of an external expert to determine the fair value of Property, plant and equipment).

Final Valuation: We have not completed the detailed valuation studies necessary to arrive at the required final estimates of fair value. A final determination of the fair value of Profertil’s assets and liabilities will be based on the actual net assets and liabilities existing as of the closing date and the final closing adjustments specified in the acquisition agreement.

Material Differences: The final purchase price and the purchase price allocation may differ materially from what is presented herein, as the actual adjustments will vary from the pro forma estimates.

Exclusions: The unaudited pro forma financial statements do not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Acquisition.

Conclusion: Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the transaction based on information available at this time.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. The pro forma adjustments reflecting the transaction are based on certain currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the transaction based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated financial statements. The unaudited pro forma consolidated financial statements do not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Acquisition. We and Profertil have not had any historical relationship prior to the transaction. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

In order to determine the basis differences, management performed a preliminary estimation of fair values of the Profertil’s assets and liabilities as of the date of these unaudited pro forma consolidated financial statements. As of the date of this prospectus, we have not completed the detailed valuation studies necessary to arrive at the required estimates of the fair value of the Profertil’s assets to be acquired and the liabilities to be assumed and the related purchase price allocation. A final determination of the fair value of the Profertil’s assets and liabilities will be based on the actual net assets and liabilities of Profertil that exist as of the closing date and, therefore, cannot be made prior to the completion of the transaction. In addition, the value of the consideration upon the consummation of the transaction will be determined based on the final closing adjustments as determined in the acquisition agreement. We have estimated the fair value of Profertil’s assets and liabilities based on discussions with Profertil’s management, preliminary valuation studies, due diligence, and information presented in Profertil’s public filings. Upon completion of the transaction, final valuations will be performed. The final purchase price and purchase price allocation may be different than what is presented herein, and such differences could be material.

The adjustments to the historical consolidated financial statements as of September 30, 2025 and for the year ended December 31, 2024 and nine months ended September 30, 2025, are based upon currently available information and certain estimates and assumptions. Actual effects of these transactions will differ from the pro forma adjustments. The unaudited pro forma consolidated financial statements are not necessarily indicative of the results that would have occurred if the transaction had been completed on the dates indicated or what could be achieved in the future. However, we believe the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated.

3. Reclassifications of the financial statements as reported by Profertil

The following table describes certain presentation changes in the classification of Profertil’s figures as reported in its statement of financial position as of September 30, 2025 and its statements of profit or loss for the nine-month period ended September 30, 2025 and the fiscal year ended December 31, 2024, to conform with the presentation criteria of Adecoagro in the pro forma statement of financial position and the pro forma statements of income for the periods referred to above. Adecoagro is not aware of any material differences between the accounting policies of Adecoagro and Profertil.

Statement of financial position as of September 30, 2025	As reported by Profertil			Reclassifications			Historical Profertil financial statements as conformed
	(in thousands of U.S. Dollars, except per share value)
Line Item
ASSETS
Non-current assets
Other receivables		33,771			(33,771	)		-
Trade and other receivables		-			33,771			33,771

Current assets
Trade receivables		94,970			(94,970	)		-
Other receivables		23,002			(23,002	)		-
Trade and other receivables		-			117,972			117,972
Investments in financial assets		175,656			(175,656	)		-
Short term investments		-			175,656			175,656

Non-current Liabilities
Financial debt		54,325			(54,325	)		-
Borrowings		-			54,325			54,325
Other liabilities		23,976			(23,976	)		-
Lease liabilities		-			9,774			9,774
Provisions for other liabilities		-			14,202			14,202

Current liabilities
Financial debt		180,414			(180,414	)		-
Borrowings		-			180,414			180,414
Accounts payables		62,251			(62,251	)		-
Taxes payables		1,677			(1,677	)		-
Contract liabilities		3,468			(3,468	)		-
Trade and other payables		-			67,396			67,396
Other liabilities		150			(150	)		-
Lease liabilities		-			150			150

Pro forma statement of income for the nine-months period of September 30, 2025
Cost of sales		(230,612	)		230,612			-
Cost of revenue		-			(230,612	)		(230,612	)
Gross profit		216,514			(216,514	)		-
Margin on agricultural and industrial activities		-			216,514			216,514
Other financial results, net		3,961			(3,961	)		-
Finance income		1,921			(1,921	)		-
Finance cost		(27,814	)		27,814			-
Finance income		-			9,543	(i)		9,543
Finance cost		-			(31,475	)(ii)		(31,475	)

Pro forma statement of income for the year ended December 31, 2024
Cost of sales		(310,603	)		310,603			-
Cost of revenue		-			(310,603	)		(310,603	)
Gross profit		356,246			(356,246	)		-
Margin on agricultural and industrial activities		-			356,246			356,246
Other financial results, net		31,028			(31,028	)		-
Finance income		3,984			(3,984	)		-
Finance cost		(37,714	)		37,714			-
Finance income		-			45,491	(iii)		45,491
Finance cost		-			(48,193	)(iv)		(48,193	)

(i)

It includes total Finance income of $1,921; Fair value on financial assets at fair value through profit or loss of $6,378 and Gains of derivative financial instruments of$1,244.

(ii)

It includes total Finance cost ($27,814) and Miscellaneous ($3,661).

(iii)

It includes total Finance income of $3,984 and Fair value on financial assets at fair value through profit or loss of $41,507.

(iv)

It includes total Finance cost ($37,714); Losses on derivative financial instruments ($4,408) and Miscellaneous ($6,071).

Note 3 - Adjustments to the Unaudited Pro forma Consolidated Statement of Financial Position as of September 30, 2025

The pro forma adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

Pro forma Transaction Accounting Adjustments:

(a)

It represents the pro forma adjustment to historical amounts to reflect the use of the advance payment of $120 million related to the acquisition under the agreement with Nutrien which was reflected as advanced payment.

(b)

It represents the pro forma adjustment to historical amounts to record the use of cash to pay to Nutrien the balance of the purchase price of the acquisition of its 50% interest in Profertil of $184 million; also the use of proceeds of the $200 million loan with Rabobank at a 6.95% interest rate, with a seven year term and two years of grace period and $50 million from existing lines of credit at a 7% interest rate, and the advance payment of $200 million for the acquisition of YPF’s 50% interest in Profertil.

(c)

It reflects the pro forma adjustments to historical amounts to record the non-controlling interest of ACA for the acquisition of Nutrien’s 50% interest in Profertil. ACA will not participate in the acquisition of the YPF’s 50% interest in Profertil.

(d)

It represents the pro forma adjustment to historical amounts to record the balance of the purchase price of YPF’s 50% interest in Profertil that would be due in 2026. (See “The Company—Acquisition of Profertil S.A.”).

(e)

Represents the pro forma adjustments to historical amounts to record the consolidation of Profertil into Adecoagro and also incorporates the preliminary purchase price allocation of the business combination, including the increased basis of property, plant and equipment, which fair value has been estimated on a pro forma basis and will be depreciated over the estimated useful lives on a pattern of economic benefit and its respective income tax effect, as well as goodwill recognition. It also includes the elimination of the Profertil Shareholder’s equity which is a consolidation adjustment.

The following table summarizes the preliminary calculation of the estimated purchase price consideration to acquire Profertil for the purposes of the unaudited pro forma financial statements:

Preliminary Estimated Purchase Price Consideration
Amounts paid/to be paid in cash	680,000
Amounts to be paid in installments	400,000
Total purchase consideration	1,080,000

The following table presents a preliminary allocation of the estimated purchase price consideration to the fair values of the identifiable assets acquired and liabilities assumed from Profertil, based on Profertil’s balance sheet as of September 30, 2025, as adjusted for reclassification adjustments and acquisition accounting adjustments:

Cash and cash equivalents	3,822
Short-term investment	175,656
Trade and other receivables	151,743

Right of use assets	12,450
Inventories	98,758
Property, plant and equipment	1,400,000
Total Assets	1,842,429
Trade and other payables	(67,396)
Current income tax liabilities	(27,505)
Lease liabilities	(9,924)
Payroll and other liabilities	(5,591)
Borrowings	(234,739)
Deferred income tax liabilities	(435,670)
Provisions for other liabilities	(14,202)

Total liabilities	(795,027)
Total Net identifiable assets to be acquired	1,047,402
Less: Non-controlling interest in Profertil	(104,740)
Add: Goodwill	137,338
Net assets to be acquired	1,080,000

Note 4 - Adjustments to the Unaudited Pro Forma Consolidated Statement of Income for the Year ended December 31, 2024 and for the Nine-Month Period Ended September 30, 2025

The pro forma adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

Pro Forma Transaction Accounting Adjustments:

(f)

It represents an adjustment to record the estimated additional depreciation expense related to the increased value of property, plant and equipment - net, which has been recorded at estimated fair value on a pro forma basis (see note j). These pro forma PP&E fair value amounts will be depreciated over the estimated remaining useful lives on a straight-line basis consistent with Adecoagro's useful life assumptions, which is calculated as follows:

		Estimated Fair Value				Nine Months Ended September 30, 2025				Year Ended December 31, 2024
Acquired Property, plant and equipment			813,804				30,518				40,690

A 10% increase/decrease in the fair value attributable to PP&E, with all other variables held constant, would result in an increase/decrease in annual depreciation expense of approximately $4,069. Additionally, a one-year increase/decrease in the estimated useful life of PP&E, with all other variables held constant, would result in an increase/decrease in annual depreciation expense in the range of approximately $4,521 to $3,699. The Company's management believes that using a 10% threshold in the sensitivity analysis is the appropriate magnitude given the relative size of the respective adjustments compared to the pro forma total assets and demonstrates a meaningful impact on the unaudited pro forma financial statements.

(g)

It reflects the pro forma adjustments to historical amounts to record the effect of 35% rate of income taxes for the depreciation of the increased basis of property, plant and equipment, which fair value has been estimated on a pro forma basis.

(h)

It reflects the pro forma adjustments to historical amounts to record the non-controlling interest of ACA for the acquisition of Nutrien’s 50% interest in Profertil.

(i)

It includes $17,375 and $13,031 of the calculation of finance cost for additional loans for the acquisition of Nutrien’s 50% interest in Profertil and the advance payment to YPF, for the twelve-month and nine-month periods, respectively.

Use of Proceeds

Unless otherwise indicated in the applicable prospectus supplement, we intend to use the net proceeds from the sale of securities offered by us pursuant to this prospectus for general corporate purposes, including payment of the installments due to YPF for the acquisition of its equity interests in Profertil. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. As a result, unless otherwise indicated in the applicable prospectus supplement, our management will have broad discretion to allocate the net proceeds of the offerings.

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 until the 10% threshold is again reached. The legal reserve is not available for distribution.

On March 11, 2025 the Board of Directors, noting that the conditions under applicable law for the distribution of an interim dividend were satisfied, resolved to approve the 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 the shareholders as of the date of record (May 2, 2025), and that such Interim Dividend shall be payable on May 17, 2025. The Board further resolved to propose to the annual general meeting of shareholders to declare a dividend of an amount of $35 million in two installments, part to cover the Interim Dividend and also to provide for the balance of $17.5 million to be paid in November 2025, and to delegate power to the Board of Directors to determine the record date and the payment date therefor. On May 16, 2025, we paid the Interim Dividend to shareholders of the Company of record at close of business on May 2, 2025. The Annual General Meeting of Shareholders held on June 6, 2025 declared a dividend of $35 million to be paid in two installments, the first installment being the Interim Dividend and the second installment of $17.5 million to be paid in November 2025. On November 19, 2025, we paid the second installment in an equal cash amount to shareholders of the Company of record at close of business on November 3, 2025.

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” in our 2024 Annual Report.

Description of Share Capital

Set forth below is certain information relating to our share capital, including brief summaries of the material provisions of our articles of association, the Act and certain related laws and regulations of Luxembourg.

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 association, as amended, and applicable Luxembourg law, including the Act.

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” in our 2024 Annual Report. 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.

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.

Share Capital

As of December 31, 2024, our issued share capital amounted to $167,072,722.50, represented by 111,381,815 shares in issue (of which 11,328,038 were treasury shares) with a nominal value of $1.50 each. All issued shares are fully paid up. Consequently, there were 100,053,777 common shares outstanding.

On June 6, 2025, our general meeting of shareholders resolved to reduce our share capital by $9,000,000 and to cancel 6,000,000 shares held in treasury. Following this reduction, and as of September 30, 2025, our issued share capital amounts to $158,072,722.50, represented by 105,381,815 shares. Of these, 5,295,375 shares were held in treasury resulting in 100,086,440 common shares outstanding as of that date.

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 shares issued as of the date hereof) out of such authorized share capital. Our authorized unissued share capital as of October 29, 2025 is $2,841,927,277.50. The authorization of our Board of Directors in connection with our current authorized share capital will expire on October 29, 2030.

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 and we currently intend to seek renewals and/or extensions as required from time to time). Accordingly, the Board may issue shares or any securities or instruments giving rights to shares within the limits of the authorized (unissued) share capital against contributions in cash, contributions in kind or by way of incorporation of available reserves at such times and on such terms and conditions, including the issue price, as the Board of Directors or its delegate(s) may in its or their discretion resolve while waiving, suppressing, or limiting any preemptive subscription right of existing 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.

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 extraordinary general meeting of shareholders with the necessary quorum and majority provided for the amendment of our articles of incorporation.

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.

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 currently 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 shares issued as of the date hereof) out of such authorized share capital. Our authorized unissued share capital as of October 29, 2025 is $2,841,927,277.50 and is valid until October 29, 2030.

Our articles of incorporation authorize the Board of Directors to issue shares or any securities or instruments giving rights to 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 and we currently intend to seek renewals and/or extensions as required from time to time). 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 while waiving, suppressing, or limiting any preemptive subscription right of existing 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.

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

Our articles provide that our Board of Directors may waive, suppress or limit any preemptive subscription right of existing 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.

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 our 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 our 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 20% 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 to end on June 6, 2030.

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),

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;

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. In 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 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. Our Board of Directors may also decide (subject the applicable majority requirements) to suspend the voting rights of any shareholder that it determines to be in breach of its obligations as described by our articles of incorporation, or any subscription, transaction, governance, shareholders or like agreement. In case the exercise of the voting rights has been waived by one or several shareholders or are suspended, such shareholders may attend any general meeting of shareholders but the shares they hold are not taken into account for the determination of the conditions of quorum and majority to be complied with.

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 of Directors 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. 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. The 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 prospectus.

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. A 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. Our Board of Directors may also decide (subject the applicable majority requirements) to suspend the voting rights of any shareholder that it determines to be in breach of its obligations as described by our articles of incorporation, or any subscription, transaction, governance, shareholders or like agreement. In case the exercise of the voting rights has been waived by one or several shareholders or are suspended, such shareholders may attend any general meeting of shareholders but the shares they hold are not taken into account for the determination of the conditions of quorum and majority to be complied with.

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 on amendments 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 or our articles of incorporation. 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). Abstentions are not considered “votes”. Pursuant to our articles of incorporation, any direct or indirect amendment of certain provisions of our articles of incorporation are in addition to the majority required by law be subject to a 90% majority of the outstanding voting rights in the Company. Such provisions include provisions on shareholder (voting) rights and obligations, on the requirement that our Board of Directors shall include at least 3 independent directors, the majority requirement for decisions of our Board of Directors on related party transactions as referred to in our articles of incorporation, on the increased majority requirement for certain decisions by the general meeting of shareholders, and the provisions on the waiver and suspension of voting rights.

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. The articles of incorporation also provide that in case of a vacancy the remaining directors may co-opt a director and fill such vacancy. 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.

If any shareholder controls greater than 50% of our outstanding shares, such shareholder 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. Our articles of incorporation provide that our Board of Directors must always include at least 3 independent directors.

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. Pursuant to our articles of incorporation, any direct or indirect amendment of certain provisions of our articles of incorporation are in addition to the majority required by law be subject to a 90% majority of the outstanding voting rights in the Company. Such provisions include provisions on shareholder (voting) rights and obligations, on the requirement that our Board of Directors shall include at least 3 independent directors, the majority requirement for decisions of our Board of Directors on related party transactions as referred to in our articles of incorporation, on the increased majority requirement for certain decisions by the general meeting of shareholders, and the provisions on the waiver and suspension of voting rights.

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

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 of Directors 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).

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 meeting of shareholders 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 meeting of shareholders.

Currently our Board of Directors has eight members (see our report on Form 6-K with respect to the changes to the composition of our Board of Directors, which is incorporated by reference herein). Daniel C. Gonzalez resigned from the Board of Directors effective November 3, 2025. The Board of Directors meets as often as required by our interests.

A majority of the members of the Board of Directors in office (and able to vote) present or represented at a board meeting constitutes a quorum, and resolutions are, unless otherwise provided for by our articles of incorporation, 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. Any related party transaction is subject to the prior authorization 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.

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.

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 in our articles of incorporation).

Currently our Board has set up five committees: the Audit Committee, the Talent Management & Compensation Committee, the Risk and Commercial Committee, the Strategy Committee and the ESG Committee. See our report on Form 6-K with respect to the changes to the composition of our Board of Directors, which is incorporated by reference herein.

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.

In 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.

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 of Directors), 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.

Requirements on Related Party Transactions.

Any related party transaction (as defined under Item 7.B of Form 20-F promulgated by the SEC) shall be subject to the prior authorization of the Board of Directors deciding at simple majority provided that such majority includes at least a majority of the independent members of the Board of Directors.

Holding or Acquisition of Shares Above a Certain Threshold

Unless otherwise provided in our articles of incorporation, any person or group of persons acting in concert holding or acquiring eighty percent (80%) or more of the outstanding Shares or of the voting rights in the Company (including as a result of a repurchase of shares or other securities of the Company by (directly or indirectly) the Company or its subsidiaries), shall be obliged to make, or cause to be made, in each country where the Company's securities are admitted to trading on a Regulated Market (as defined in our articles of incorporation) 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 and be made in line with the provisions of our articles of incorporation.

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.

DESCRIPTION OF RIGHTS TO SUBSCRIBE FOR COMMON SHARES

We may issue rights to subscribe for our common shares. These rights may or may not be transferable by the security holder receiving the rights. In connection with any offering of rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed after such offering.

The terms of the rights to subscribe for common shares will be set forth in a prospectus supplement which, will describe, among other things:

the exercise price;

the aggregate number of rights to be issued;

the number of common shares purchasable upon exercise of each right;

the procedures for exercising the right;

the date upon which the exercise of rights will commence;

the expiration date;

the extent to which the rights are transferable;

the extent to which the rights may include an over-subscription privilege with respect to unsubscribed common shares;

if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of the rights; and

any other material terms of the rights.

Taxation

Material U.S. Federal Income Tax Considerations

The applicable prospectus supplement for any offers of common shares or rights to subscribe for common shares by the Company will contain information about any material U.S. federal income tax considerations relating to the securities covered by such prospectus supplement.

Material Luxembourg Tax Considerations

Our Annual Report on Form 20-F (which is incorporated by reference herein) provides a discussion of Luxembourg tax consequences that may be relevant to prospective investors in our common shares or rights to subscribe for common shares. The applicable prospectus supplement for any offers of common shares by the Company may also contain information about any material Luxembourg tax considerations relating to the securities covered by such prospectus supplement.

Plan of Distribution

We may sell the securities offered by this prospectus:

through or to underwriters;

through or to dealers;

through agents;

directly to purchasers; or

through a combination of these methods.

In addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing security holders. In some cases, we or dealers acting for us or on our behalf may also repurchase securities and reoffer them to the public by one or more of the methods described above. This prospectus may be used in connection with any offering of our securities through any of these methods or other methods described in the applicable prospectus supplement.

The prospectus supplement relating to any offering will identify or describe:

any underwriters, dealers or agents;

their compensation;

the net proceeds to us;

the purchase price of the securities;

the public offering price of the securities;

any discounts or concessions allowed or reallowed; and

confirm any exchange on which the securities will be listed, if any.

Underwriters

If we use underwriters in the sale, we will enter into an underwriting agreement, and a prospectus supplement will set forth the names of the underwriters and the terms of the transaction. The underwriters will acquire securities for their own account and may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Unless otherwise stated in the prospectus supplement, various conditions to the underwriters’ obligation to purchase securities apply, and the underwriters will be obligated to purchase all of the securities contemplated in an offering if they purchase any of such securities. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

We may enter into derivative or other hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities covered by this prospectus including securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowing of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or in a post-effective amendment). We may also sell common shares short using this prospectus and deliver common shares covered by this prospectus to close out such short positions, or loan or pledge common shares to financial institutions that in turn may sell the common shares using this prospectus. We may pledge or grant a security interest in some or all of the securities covered by this prospectus to support a derivative or hedging position or other obligation and, if we default in the performance of its obligations, the pledgees or secured parties may offer and sell the securities from time to time pursuant to this prospectus.

If the prospectus supplement so indicates, we may authorize agents and underwriters or dealers to solicit offers by certain purchasers to purchase the securities from us at the public offering price set forth in the prospectus supplement. These contracts will be subject to only those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of such offers.

Certain persons participating in certain offerings may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. Specifically, the underwriters, if any, may over-allot in connection with the offering, and may bid for, and purchase, the securities in the open market.

Dealers

If we use dealers in the sale, unless otherwise indicated in the prospectus supplement, we will sell securities to the dealers as principals. The dealers may then resell the securities to the public at varying prices that the dealers may determine at the time of resale.

Agents and Direct Sales

We may sell securities directly or through agents that we designate. Direct sales to investors may be accomplished through subscription offerings or through subscription rights distributed to our shareholders. In connection with subscription offerings or the distribution of subscription rights to shareholders, if all of the underlying offered securities are not subscribed for, we may sell such unsubscribed offered securities to third parties directly and, in addition, whether or not all of the underlying offered securities are subscribed for, we may concurrently offer additional offered securities to third parties directly.

The prospectus supplement will name any agent involved in the offering and sale and states any commissions we will pay to that agent. Unless indicated otherwise in the prospectus supplement, any agent is acting on a best efforts basis for the period of its appointment.

Institutional Investors

Unless otherwise indicated in the prospectus supplement, we will authorize underwriters, dealers or agents to solicit offers from various institutional investors to purchase securities. In this case, payment and delivery will be made on a future date that the prospectus supplement specifies. The underwriters, dealers or agents may impose limitations on the minimum amount that the institutional investor can purchase. They may also impose limitations on the portion of the aggregate amount of the securities that they may sell. These institutional investors include:

commercial and savings banks;

insurance companies;

pension funds;

investment companies;

educational and charitable institutions; and

other similar institutions as we may approve.

The obligations of any of these purchasers pursuant to delayed delivery and payment arrangements will not be subject to any conditions. However, one exception applies. An institution’s purchase of the particular securities cannot at the time of delivery be prohibited under the laws of any jurisdiction that governs:

the validity of the arrangements; or

the performance by us or the institutional investor.

Indemnification

Agreements that we have entered into or may enter into with underwriters, dealers or agents may entitle them to indemnification by us against certain civil liabilities. These include liabilities under the Securities Act of 1933, as amended. The agreements may also entitle them to contribution for payments which they may be required to make as a result of these liabilities. Underwriters, dealers or agents may be customers of, engage in transactions with, or perform services for, us in the ordinary course of business.

Legal Matters

Certain matters of U.S. federal and New York State law will be passed upon for us by Davis Polk & Wardwell LLP, New York, New York, and for the underwriters by a law firm named in the applicable prospectus supplement. The validity of the common shares and rights to subscribe for common shares and other matters governed by Luxembourg law will be passed upon for us by Elvinger Hoss Prussen, société anonyme, Luxembourg and for the underwriters by a law firm named in the applicable prospectus supplement.

Experts

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Adecoagro S.A. for the year ended December 31, 2024, have been so incorporated in reliance on the report of Price Waterhouse & Co. S.R.L., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Profertil S.A. as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023 incorporated by reference in this prospectus, have been audited by Deloitte & Co. S.A., independent auditors, as set forth in their report. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing. The office of Deloitte & Co. S.A. is located at Carlos M. Della Paolera 261 4th floor, City of Buenos Aires, Argentina.

Where You Can Find More Information

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are applicable to a foreign private issuer. We file reports, including annual reports on Form 20-F, and other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers.

Documents that we file with the SEC are also available on the website maintained by the SEC (www.sec.gov). Our common shares are listed on the NYSE. You can consult reports and other information about Adecoagro that it filed pursuant to the rules and regulations of the SEC.

Incorporation of Documents by Reference

The SEC allows us to incorporate by reference the information we file with them. This means that we can disclose important information to you by referring to documents. The information that we incorporate by reference is an important part of this prospectus. We incorporate by reference the following documents and any future filings that we make with the SEC under Sections 13(a), 13(c) and 15(d) of the Securities Exchange Act of 1934, as amended, until we complete the offerings using this prospectus:

our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on April 25, 2025;

our report on Form 6-K with respect to the changes to the composition of our Board of Directors, which was furnished to the SEC on April 30, 2025;

Exhibit 99.2 of our report on Form 6-K/A which was furnished to the SEC on December 1, 2025, which includes our unaudited condensed consolidated interim financial statements as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024 and the accompanying notes thereto;

our report on Form 6-K with respect to our management’s discussion and analysis of financial condition and results of operations for the nine months ended September 30, 2025 and 2024 which was furnished to the SEC on December 1, 2025;

our report on Form 6-K which was furnished to the SEC on December 1, 2025, which includes as exhibits the audited consolidated financial statements of Profertil S.A. as of December 31, 2024 and 2023 and for each of the years in the two-year period ended December 31, 2024, and the accompanying notes thereto, and the unaudited condensed consolidated interim financial statements as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024 and the accompanying notes thereto; and

With respect to each offering of securities under this prospectus, all our future reports on Form 20-F and any report on Form 6-K that so indicates it is being incorporated by reference, in each case, that we file with the SEC or furnish to the SEC, respectively, on or after the date on which the registration statement is first filed with the SEC and until the termination or completion of that offering under this prospectus.

Information that we file with the SEC will automatically update and supersede the information included in this prospectus or previously incorporated by reference into this prospectus. All information appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes, contained in the documents that we incorporate by reference in this prospectus.

We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, without charge to the requester, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits which are specifically incorporated by reference into such documents. You can obtain free of charge a copy of any documents that are incorporated by reference in this prospectus at no cost, by writing or telephoning us at:

Adecoagro S.A.

28 Boulevard F.W. Raiffeisen,

L-2411, Luxembourg

Grand Duchy of Luxembourg

Telephone: +352-2644-9372

You should rely only on the information that we incorporate by reference or provide in this prospectus or the accompanying prospectus supplement. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Indemnification of Directors and Officers

According to the registrant’s articles of association, the directors and executive officers of the company shall be indemnified by the company for any reasonable expenses incurred and for any loss or damage suffered in connection with any action, lawsuit or proceeding to which they have been a party as a result of their position as director or executive officer, to the extent such action, lawsuit or proceeding is not attributable to them. We maintain liability insurance which insure our directors and officers against liability which he or she may incur in his or her capacity as such.

Item 9. Exhibits and Financial Statement Schedules

(a)

The following exhibits are filed as part of this Registration Statement:

Exhibit No.	Document
1.1**	Form of Underwriting Agreement relating to common shares
3.1*	Amended Articles of Association of Adecoagro S.A., dated October 29, 2025
5.1*	Opinion of Elvinger Hoss Prussen, société anonyme, Luxembourg counsel to the registrant, as to the validity of the common shares.
10.1*†	Share Purchase Agreement dated as of September 5, 2025 relating to the probable acquisition of Profertil
23.1*	Consent of Price Waterhouse & Co. S.R.L.
23.2*	Consent of Deloitte & Co. S.A.
23.3*	Consent of Elvinger Hoss Prussen, société anonyme, Luxembourg (included in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature page of the Registration Statement).
107.1*	Filing Fee Table

Filed herewith.

To be filed, if necessary, by amendment or as an exhibit to a document to be incorporated by reference into this registration statement.

†

Portions of this exhibit have been omitted as permitted under Item 601(b)(10) of Regulation S-K.

Item 10. Undertakings

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this Form F-3.

(5)

That, for the purpose of determining liability under the Securities Act to any purchaser:

(A)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

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(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

To supplement the prospectus, after the expiration of the subscription period for any rights offering, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

(d)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the in the City of Buenos Aires, Argentina, on December 1, 2025.

Adecoagro S.A.


By:	/s/ Mariano Bosch
	Name:	Mariano Bosch
	Title:	Chief Executive Officer

‎

By:	/s/ Emilio F. Gnecco
	Name:	Emilio F. Gnecco
	Title:	Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mariano Bosch, Emilio F. Gnecco, Renato Junqueira and Josefina Diaz Vega, their attorneys-in-fact, with the power of substitution, for them in any and all capacities, to sign any amendment or post-effective amendment to this registration statement on Form F-3, including, without limitation, any additional registration statement filed pursuant to Rule 462 under the Securities Act with respect hereto and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date

/s/ Mariano Bosch	Chief Executive Officer	December 1, 2025
Mariano Bosch	(principal executive officer)


/s/ Emilio F. Gnecco	Chief Financial Officer	December 1, 2025
Emilio F. Gnecco	(principal financial officer and principal accounting officer)


/s/ Juan José Sartori Piñeyro	Director	December 1, 2025
Juan José Sartori Piñeyro


/s/ Christian De Prati	Director	December 1, 2025
Christian De Prati


/s/ Andres Larriera	Director	December 1, 2025
Andres Larriera


/s/ Kyril Robert Leonid Louis-Dreyfus	Director	December 1, 2025
Kyril Robert Leonid Louis-Dreyfus


/s/ Oscar Alejandro León Bentancor	Director	December 1, 2025
Oscar Alejandro León Bentancor


/s/ Manuela Vaz Artigas	Director	December 1, 2025
Manuela Vaz Artigas


/s/ Ivo Andrés Sarjanovic	Director	December 1, 2025
Ivo Andrés Sarjanovic

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned has signed this registration statement, solely in the capacity as the duly authorized representative of the Registrant, in the City of New York, New York, on December 1, 2025.

Authorized U.S. Representative - Cogency Global Inc.

*By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Senior Vice President on behalf of Cogency Global Inc.

Exhibit 3.1

Adecoagro S.A.

Société anonyme

Siège social: 28, Boulevard F.W. Raiffeisen, L - 2411 Luxembourg

R.C.S. Luxembourg B153681

The Company has been incorporated pursuant to a deed of Maître Henri HELLINCKX, notary with residence in Luxembourg, on June 11^th, 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 October 29^th, 2025.

CONSOLIDATED ARTICLES OF INCORPORATION
AS ON OCTOBER 29TH, 2025

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

3.1. The 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.

3.2. The address of the registered office may be transferred within the municipality by decision of the Board of Directors.

3.3. The Company may have offices and branches, both in Luxembourg and abroad.

3.4. In 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

4.1. The 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.

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.

4.3. 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 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.

4.4. Finally, 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 one hundred and fifty eight million seventy-two thousand seven hundred and twenty-two US Dollars and fifty cents (USD 158,072,722.50) represented by a total of one hundred and five million three hundred and eighty-one thousand eight hundred and fifteen (105,381,815) fully paid Shares, each with a nominal value of one US Dollar and fifty cents (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.

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

6.1.1. Shares of the Company are in registered form only.

6.1.2. A 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.

6.1.3. The 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.

6.1.4. Subject 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.

6.1.5. The 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.

6.1.6. All 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.

6.1.7. Where 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.

6.1.8. Upon 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.

6.1.9. The 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.

6.2. Other Securities

6.2.1. Securities (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.

6.2.2. The provisions of article 6.1 shall apply mutatis mutandis.

Article 7. Shareholder Rights / Obligations

7.1. Voting Rights

Subject as set forth in the present Articles, each Share shall be entitled to one vote at all General Meetings of Shareholders.

7.2. Obligations

7.2.1. Any person or group of persons acting in concert holding or acquiring eighty percent (80%) or more of the outstanding Shares or of the voting rights in the Company (including as a result of a repurchase of Shares or other securities of the Company by (directly or indirectly) the Company or its subsidiaries), shall be obliged to make, or cause to be made, in each country where the Company's securities are admitted to trading on a Regulated Market and in each of the countries in which the Company has made a public offering of its shares, an unconditional public offer to acquire for cash all outstanding Shares and securities giving access to Shares, linked to the share capital or whose rights are dependent on the profits of the Company (hereafter, collectively, “securities linked to capital”), whether those securities were issued by the Company or by entities controlled or established by it or members of its group. Each of these public offers must be conducted in conformity and compliance with the legal and regulatory requirements applicable to public offers in each country concerned.

7.2.2. In any case, the price must be fair and equitable and, in order to guarantee equality of treatment of shareholders and holders of securities linked to capital of the Company, the said public offers must be made at or on the basis of an identical price, which must be justified by a report drawn up by a first rank financial institution nominated by the Company whose fees and costs must be advanced by the person subject to the obligation laid down in the first paragraph of this Article 7.2.

7.2.3. The provisions of Article 7.2 above shall not apply:

7.2.3.1. to the Company itself in respect of shares directly or indirectly held in treasury;

7.2.3.2. to a common or central depository of the Shares for the purposes of a listing or trading of the Shares; acting as such, provided that said depository may only exercise the voting right attached to such Shares if they have received instructions from the (beneficial) owner of the Shares, the provisions of Article 7.2 thereby applying to the (beneficial) owner of the Shares,

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

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. The 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.

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

10.1. The 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.

10.2. In 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.

11.2. Notice 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.

11.3. Meetings 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).

11.4. Any 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.

11.5. The Board of Directors may deliberate and act validly only if the majority of the Board members (able to vote) are present or represented. Subject to Article 11.6 and Article 23, decisions shall be taken by a simple majority of the votes validly cast by the Board members present or represented (and able to vote).

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

11.7. Meetings 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.

11.8. The 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.

11.9. The 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

12.1. The 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.

12.2. 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 below).

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.

12.2.2. Compensation 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.

12.2.3. Risk 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.

12.2.4. Strategy 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.

12.3. The 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.

Article 13. 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

14.1. The compensation of the Board of Directors will be decided by the General Meeting.

14.2. The 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.

14.3. No indemnification shall be provided to any Director or officer:

14.3.1. Against 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;

14.3.2. With 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

14.3.3. In the event of a settlement, unless the settlement has been approved by a court of competent jurisdiction or by the Board of Directors.

14.4. The 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.

14.5. Expenses 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 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

15.1. Subject 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.

15.2. In 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

16.1. Any 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.

16.2. Bond holders are not entitled to attend the General Meeting.

16.3. The 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.

16.4. General 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.

16.5. In 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”).

16.6. Where, 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 (5^th) 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.

16.7. The 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.

16.8. Any 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

17.1. At 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.

17.2. Subject 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.

17.3. Any 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.

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

21.1. From 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.

21.2. The 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.

21.3. Interim 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.

21.4. In 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

22.1. In 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 10^th August 1915 on commercial companies. Once all debts, charges and 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

23.1. A 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.

23.2. The 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 from time.
Board or Board of Directors	Means the Board of Directors (conseil d’administration) of the Company.
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. Definitions

Applicable law

For anything not dealt with in the present Articles of Incorporation, the Shareholders refer to the relevant legislation.

Exhibit 5.1

	To the Board of Directors
	of Adecoagro S.A.

	28 Boulevard F.W. Raiffeisen,
	L-2411, Luxembourg



	Luxembourg, 1 December 2025

O/Ref. :

TH/PH/BEN/th/fgi

Re :

Adecoagro S.A. – Shelf Registration Statement Form F3

Ladies and Gentlemen,

1. We have been asked, as Luxembourg counsel, by Adecoagro S.A., a société anonyme under the laws of Luxembourg with its registered office at 28 Boulevard F.W. Raiffeisen, L-2411 Luxembourg and registered with the Luxembourg Register of Commerce and Companies (the “RCS”) under number B153681 (“the “Company”) to issue the present Luxembourg law legal opinion in connection with the filing by the Company of the Shelf Registration Statement on Form F-3 (filed on even date herewith with the United States Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”), relating to one or more offerings by the Company of common shares and/or rights to subscribe to, common shares (the “Subscription Rights”) of the Company up to a maximum offering price of USD500,000,000 (each common share with a nominal value of USD1.50) (each common share issued pursuant to such offerings or the exercise of such Subscription Rights, a “New Common Share”). This opinion is given to you in order to be filed as an exhibit to the Shelf Registration Statement.

2. For the purposes of this opinion, we have reviewed and relied on the following documents:

2.1. an emailed copy of the Form F-3 Registration Statement dated 1 December 2025 as part of a “shelf” registration process relating to one or more offerings of New Common Shares and/or Subscription Rights of the Company up to a maximum offering price of USD500,000,000 (the “Shelf Registration Statement”);

ELVINGER HOSS PRUSSEN, société anonyme | Registered with the Luxembourg Bar | RCS Luxembourg B 209469 | VAT LU2886157

2, place Winston Churchill | B.P. 425 | L-2014 Luxembourg | Tel: +352 44 66 440 | Fax: +352 44 22 55 | www.elvingerhoss.lu

2.2. a copy of the consolidated articles of incorporation of the Company as at 29 October 2025 (the “Articles”);

2.3. an emailed scanned copy of the executed written resolutions of the board of directors of the Company dated 25 November 2025 authorising and approving the Shelf Registration Statement and the filing thereof;

2.4. an electronic excerpt from the RCS in relation to the Company dated 26 November 2025 and an electronic certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation (certificate as to the non-inscription of a court decision or administrative dissolution without liquidation) issued by the insolvency register (Registre de l’insolvabilité) (Reginsol) held and maintained by the RCS dated 26 November 2025 certifying that as of 25 November 2025 no Luxembourg court decision as to inter alia the faillite, réorganisation judiciaire, sursis de paiement, liquidation judiciaire, or procedure of dissolution administrative sans liquidation or foreign court decision as to faillite, concordat or other analogous procedures which have to be filed with the RCS in accordance with the Law of 19 December 2002 on, inter alia, the RCS (the “Fileable Proceedings”) have been filed with the RCS in respect of the Company (the “RCS Documents”);

2.5. the documents available at the RCS in the file of the Company at the time of our electronic company search on 26 November 2025 at 15.45 (Luxembourg time) (the “Search”).

3. For the purposes of the present opinion we have assumed (i) the genuineness of all signatures and seals and that all documents reviewed are duly signed by the persons purported to have signed them; (ii) the completeness and conformity to originals of all documents supplied to us as certified, photostatic, scanned, electronically transmitted copies or other copies of the documents reviewed and the authenticity of the originals of such documents and the conformity to originals of the latest drafts reviewed by us; (iii) that there have been no amendments to the documents in the form delivered to us for the purposes of this opinion; (iv) that the documents reviewed are accurate, complete and up-to-date, reflect resolutions which were validly passed and are and remain in full force and effect without modification and have not been amended, rescinded or terminated and that the information contained therein is true, complete and accurate at the date of this opinion; (v) that there are no other resolutions, decisions, agreements or undertakings and no other arrangements (whether legally binding or not) which render any of the documents or information reviewed or provided to us inaccurate, incomplete or misleading or which affect the conclusions stated in this opinion and that the documents reviewed accurately record the whole of the terms agreed between the parties thereto relevant to this opinion; (vi) that no proceedings have been or will be instituted or injunction granted against the Company to prohibit it from offering the New Common Shares or Subscription Rights, (viii) that the terms used in the documents reviewed carry the meaning ascribed to them in vernacular English; (ix) that the authorised un-issued share capital of the Company as set forth in the Articles remains unchanged and that the New Common Shares will be issued within such authorised un-issued share capital of the Company as set forth in the Articles and within the validity period thereof; (x) that the offerings (and issue) of New Common Shares and/or

Subscription Rights under the Shelf Registration Statement will be duly authorized, approved decided by the board of directors of the Company; (xi) that the terms of the Subscription Rights will be in compliance with Luxembourg law and that the New Common Shares will not be issued below their nominal value, (xii) that at least three directors are independent members of the board of directors as defined in the Articles and (xiii) that the issue price of the New Common Shares will be fully paid to the Company in cash prior to the issue thereof.

4. We express no opinion as to any laws other than the laws of the Grand Duchy of Luxembourg. This Luxembourg law opinion speaks only as of its date and relates only to the laws of Luxembourg as the same are in force and are construed at the date hereof in prevailing published jurisprudence. No obligation is assumed to update this opinion or to inform any person of any changes of law or other matters coming to our knowledge and occurring after the date hereof, which may affect this opinion in any respect

5. On the basis of the above assumptions and subject to the qualifications set out below and the other terms of this opinion, we are of the opinion that:

5.1. The Company is a société anonyme incorporated and existing under the laws of Luxembourg. The Company has the capacity to sue and be sued in its own name.

5.2. The New Common Shares, once duly authorised, subscribed for, fully paid-up and duly issued fully paid, will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid to the Company by the holders thereof in connection with the issue of such New Common Shares).

6. This opinion (and the opinions expressed herein) are subject to all limitations resulting from any laws from time to time in effect relating to faillite (bankruptcy), sursis de paiement (suspension of payments), réorganisation judiciaire (judicial reorganisation), liquidation, suretyship and all other similar laws affecting creditors’ rights generally. Insofar as the foregoing opinions relate to the incorporation and existence of the Company, they are based solely on the Articles, the RCS Documents and the Search described above. However the Search is subject to disclaimers on the RCS website, and does not reveal whether any court ruling has been rendered, any Fileable Proceedings commenced or decision taken which has not yet been registered or filed or does not yet appear on the RCS website, or whether steps have been taken to declare the Company subject to any such proceedings or to decide a liquidation volontaire (voluntary liquidation) or a dissolution administrative sans liquidation (administrative dissolution without liquidation), and the relevant corporate documents (including, but not limited to, the notice of a winding-up order or resolution, notice of the appointment of a receiver, manager, administrator or administrative receiver) may not be held at the RCS immediately and there may be a delay in the relevant notice appearing on the files of the relevant party; as a result the Search and this opinion are qualified accordingly.

7. This opinion speaks as of its date and is strictly limited to the matters stated herein and does not extend to, and is not to be read as extending by implication to, any other matters. In this opinion, Luxembourg legal concepts are translated into English terms and not in their original French terms used in Luxembourg laws. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This opinion is governed by Luxembourg law and the Luxembourg courts shall have exclusive jurisdiction thereon.

8. This opinion is to be used only in connection with the filing of the Shelf Registration Statement. This opinion may not be relied upon for any other purpose without our prior written consent.

9. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Shelf Registration Statement and to the use of our name in the Shelf Registration Statement under the heading “Legal Matters” as Luxembourg counsel for the Company. In giving this consent, we do not thereby admit that we are experts with respect to any part of the Shelf Registration Statement, including this Exhibit 5.1, within the meaning of the term “expert” as used in the Securities Act or the rules and regulations of the Commission thereunder.

	Yours sincerely,

	ELVINGER HOSS PRUSSEN
	société anonyme

	/s/ Toinon Hoss
	Toinon Hoss
	Partner

Exhibit 10.1

Execution Version

THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) the type of information that the Company treats as private or confidential.

City of Buenos Aires, September 5, 2025

Agrium Holdco Spain, S.L. (sociedad unipersonal)

Calle del Príncipe de Vergara 112, 4th floor

Madrid

Spain

[***]

Re: Offer Letter 1/2025

Dear Sirs,

Pursuant to our previous conversations, Avaldi S.A., a company (sociedad anonima) incorporated according to the laws of Argentina on August 27, 2025 and under registration process (sociedad anonima en formación) before the Companies’ House of the City of Buenos -IGJ- (the “Buyer”), is pleased to address Agrium Holdco Spain S.L. (sociedad unipersonal), a company organized under the laws of the Kingdom of Spain (the “Seller” and jointly with the Buyer, the “Parties” and each a “Party”), in order to submit the terms of our offer (the “Proposal”) for the acquisition and transfer of 50% of the shares of Profertil S.A. (the “Company”), subject to the terms and conditions set forth in Annex A (the “Terms and Conditions”).

The Proposal is irrevocable and may only be accepted by the Seller through a written acceptance notice (executed by or on behalf of Seller and delivered by or on behalf of the Seller to Buyer in PDF format via e-mail to [***] and [***] prior to 11:59 pm EST on September 8, 2025) expressing Seller’s acceptance of the Proposal. The Proposal may be accepted or rejected by Seller only in full.

Upon acceptance of this Proposal as provided in the immediately preceding paragraph, the Terms and Conditions contained in the Proposal (the “Agreement”) shall be binding upon and inure to the benefit of the Parties hereof and their respective successors and permitted assigns, and each of the Parties shall be deemed to have accepted, acknowledged and agreed to any and all such Terms and Conditions, which shall constitute, together with any ancillary or related agreements referenced therein, the entire agreement between them relating to the subject matter thereof and shall supersede any and all previous agreements and understandings, oral or written, relating to the subject matter thereof.

Any term and condition, statement, representation, warranty, covenant, obligation, agreement or guarantee expressed in this Proposal which may indicate an assertion, abstention, commitment and/or general right or obligation shall only be enforceable and valid if this Proposal is accepted as provided herein. If the Proposal is not accepted as provided herein, such terms, conditions, statements, representations, warranties, covenants, obligations, agreements and/or guarantees shall not be valid or enforceable nor shall they cause any legal effects since they shall be deemed as if they had never been written.

This Proposal shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of law rules that would require the application of the laws of another jurisdiction.

Any dispute arising out of or in connection with this Proposal, including any question regarding its existence, validity or termination, and any dispute relating to any non-contractual obligations arising out of or in connection herewith, shall be exclusively and finally resolved by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce and in accordance with the provisions of Section 10.6 of the Terms and Conditions.

Yours sincerely,

/s/ Emilio Gnecco

_______________________

Avaldi S.A.

Emilio Gnecco

President of the Board of Directors

Annex A

Terms and Conditions

INDEX

Terms and Conditions		3
ANNEX A		6
RECITALS		6
SECTION I DEFINITIONS		6
1.1.	Definitions	6
1.2.	References	13
1.3.	Rules of Interpretation	14
SECTION II SALE AND PURCHASE OF THE SHARES		14
2.1.	Transfer of Shares	14
2.2.	Purchase Price	15
2.3.	Estimated Purchase Price and Price Adjustment Mechanism	16
2.4.	Payments in Dollars	18
2.5.	Closing	18
2.6.	YPF ROFR Procedure	18
2.7.	Closing Actions and Deliveries by the Parties	19
SECTION III REPRESENTATIONS AND WARRANTIES OF SELLER		20
3.1.	Capacity of Seller and Title	20
3.2.	Authorization	21
3.3.	Approvals and Consents	21
3.4.	Absence of Conflicts	21
3.5.	Organization of the Company	22
3.6.	No implicit warranty	22
3.7.	No Insolvency or Bankruptcy Proceedings	22
3.8.	No Corruption	22
SECTION IV REPRESENTATIONS AND WARRANTIES OF BUYER		23
4.1.	Organization; Authorization	23
4.2.	Approvals and Consents	23
4.3.	Absence of Conflicts	23
4.4.	Legal Actions affecting the Transactions	24
4.5.	Investigation by Buyer	24
4.6.	No Legal Action and Virtual Data Room	25

4.7.	Sufficiency of Funds	25
4.8.	No Insolvency or Bankruptcy Proceedings	25
4.9.	No Corruption	25
4.10.	Export Controls and Trade Sanctions	26
4.11.	Anti-Money Laundering	26
SECTION V CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER		26
5.1.	Conditions Precedent	26
5.2.	Frustration of Closing Conditions	27
5.3.	Waiver of Closing Conditions	27
SECTION VI CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER		27
6.1.	Conditions Precedent	27
6.2.	Frustration of Closing Conditions	28
6.3.	Waiver of Closing Conditions	28
SECTION VII CERTAIN COVENANTS AND AGREEMENTS OF THE SELLER AND THE BUYER		28
7.1.	Conduct of Business Prior to the Closing Date	28
7.2.	Covenants regarding Information	28
7.3.	Confidentiality	29
7.4.	Consents and Filings	29
7.5.	Antitrust Approval	30
7.6.	Tax Covenants	31
7.7.	Expenses and Finder’s Fees	31
7.8.	Access to Information	32
7.9.	Information Releases	32
7.10.	Registration of change of Directors	32
7.11.	Pen Drive.	32
7.12.	Buyer D&O Insurance	32
SECTION VIII TERMINATION		33
8.1	Termination Before Closing	33
8.2	No Termination After Closing	34
SECTION IX INDEMNIFICATION		34
9.1.	Survival of Representations, Warranties and Covenants	34
9.2.	Indemnification by the Seller	34
9.3.	Indemnification by the Buyer	35
9.4.	Certain Limitations	35
9.5.	Indemnification Procedures	37

SECTION X MISCELLANEOUS		40
10.1.	Cooperation	40
10.2.	Waiver	40
10.3.	Notices	40
10.4.	Governing Language	41
10.5.	Governing Law	41
10.6.	Dispute Resolution	41
10.7.	Further Assurances	42
10.8.	Headings	42
10.9.	Entire Agreement	42
10.10.	Amendment and Modification	43
10.11.	Binding Effect; Benefits	43
10.12.	Assignability	43
10.13.	Severability	43
10.14.	Costs	43
10.15.	Specific Performance	43
10.16.	Exchange Rate. Dollar Amounts	44
10.17.	Payment	44
10.18.	Stamp Tax	44
10.19.	Counterparts	45
10.20.	Actions Involving YPF	45
10.21.	Non Recourse	45

ANNEX A

This Share Purchase Agreement (the “Agreement”) dated as of September 5, 2025 (the “Execution Date”) is entered into by and among (a) Agrium Holdco Spain, S.L. (sociedad unipersonal), a private limited liability company (sociedad limitada) organized under the laws of the Kingdom of Spain with registered corporate address at Calle del Príncipe de Vergara 112, 4th floor, Madrid, Spain, registered with the Commercial Registry of Madrid at volume 19,756, page 76, sheet M-347721, and holder of Spanish Tax Identification Number B-83899146, in force (the “Seller”), and (b) Avaldi S.A., a corporation under registration process (sociedad anónima en formación) organized and existing under the laws of Argentina, with corporate address at Avenida Leandro N. Alem 882, 13^th floor of the City of Buenos Aires, under the process of being registered with the Companies’ House of the City of Buenos Aires -IGJ- (IGJ N° 2.022.489) under filing number 9.891.076 (the “Buyer” and together with the Seller, the “Parties”).

RECITALS

WHEREAS, Seller owns 391,291,320 nominative, non-endorsable, Class A shares with a par value of AR$1 each and with right to one vote per share (the “Shares”), representing 50% of the capital stock and voting rights of Profertil S.A., a sociedad anónima organized under the laws of Argentina domiciled at Manuela Sáenz 323, 8^th floor, Office 803, City of Buenos Aires, Argentina (the “Company”).

WHEREAS, the remaining 50% of the capital stock and voting rights of the Company is owned by YPF S.A., a corporation organized under the laws of Argentina (“YPF”).

WHEREAS, the Company is primarily engaged in the production of nitrogen-based fertilizers and in the sale of fertilizer products.

WHEREAS, upon the terms and subject to this Agreement, Buyer desires to purchase the Shares from Seller, and Seller desires to sell the Shares to Buyer.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:

SECTION I

DEFINITIONS

1.1. Definitions

In addition to the definitions provided throughout this Agreement, the following terms, when capitalized and in the case of the words “hereof”, “herein” and “hereunder” even if not capitalized, shall have the following meanings for purposes of construing this Agreement:

“ACA” shall have the meaning specified in Section 2.2(e).

“Acceptance Period” shall have the meaning specified in Section 9.5(b)(ii).

“Adjustment Amount” shall mean the amount resulting from the Cash Amount at Closing minus the Indebtedness Amount at Closing plus (to the extent the Working Capital

Adjustment Amount at Closing is a positive number) or minus (to the extent the Working Capital Adjustment Amount at Closing is a negative number) the absolute value of Working Capital Adjustment Amount at Closing.

“AGCL” shall mean the Argentine General Companies’ Law 19,550, as amended and reinstated.

“Affiliate” when used with respect to a Person, shall mean any company or other entity now or in the future directly or indirectly Controlled by, Controlling or subject to common Control with such Person.

“Agreement” shall have the meaning specified in the Preamble.

“Antitrust Approval” means a resolution approving the Transactions under the terms of section 14(a) of the Antitrust Law.

“Antitrust Authority” shall mean the Argentine Antitrust Commission (Comisión Nacional de Defensa de la Competencia), the Secretary of Industry and Trade of the Ministry of Economy of the Republic of Argentina and/or any other enforcement authority of the Antitrust Law, as appointed by the Argentine Executive Power.

“Antitrust Filings” shall have the meaning provided in Section 7.5(a).

“Antitrust Law” shall mean the Law No. 27,442, Decree No. 480/2018, Resolution No. 905/2023 of the Ministry of Economy, Resolution No. 26/2006 of the former Secretariat of Technical Coordination and any other law, regulation and or judicial decision addressing competition issues including, but not limited to, approval of economic concentrations.

“Applicable Laws” means, with respect to any Person, any federal, national, state, provincial, local or similar statute, law, ratified treaty or convention, ordinance, regulation, directive, communiqué (including Comunicaciones of the Argentine Central Bank), rule, code, order, judgment, injunction, writ, restriction, permit, decision, requirement or rule of law of any Governmental Authority to which such Person or any of its activities or any of its assets or properties is or was subject.

“Argentina” means the Republic of Argentina.

“Blue Chip Swap Rate” shall have the meaning specified in Section 10.17.

“Business Day” means any day other than Saturday or Sunday on which financial institutions in New York City (or, with respect to any payment obligations of the Parties hereunder, in the relevant jurisdiction in which such payment is to be made) are open for the transaction of business.

“Buyer” shall have the meaning specified in the Preamble.

“Buyer Indemnitee” shall have the meaning specified in 7.6.1(a).

“Cash” shall mean, with respect to the Company, (a) cash and cash equivalents of the Company; (b) investments in financial assets; (c) non-current advances or deposits paid to suppliers including any such advances or deposits paid under the Gas Supply Migration Project; and (d) judicial deposits. For clarity, Cash shall be calculated consistently with the methodology outlined in Schedule 2.3(b) and using amounts determined under IFRS as consistently applied by the Company.

“Cash Amount at Closing” shall mean an amount equal to 50% of the aggregate actual amount of Cash held by the Company at the open of business of the Closing Date.

“Closing” shall have the meaning specified in Section 2.50.

“Closing Date” shall have the meaning specified in Section 2.5(a).

“Closing Notice” shall have the meaning specified in Section 2.6(d).

“CNV” shall mean the Securities and Exchange Commission of the Republic of Argentina (Comisión Nacional de Valores).

“Company” shall have the meaning specified in the Preamble.

“Confidential Information” shall have the meaning specified in Section 7.3.

“Constituent Documents” shall mean collectively the certificate of incorporation, by-laws, other organizational or governing documents or resolutions adopted by the boards of directors or stockholders, including all amendments thereto and restatements thereof.

“Control” (and all related terms) shall mean the ownership of over 50% of the capital or votes of the relevant entity, or the right to appoint or remove the majority of the board or management, whether by ownership of voting securities, contract or otherwise.

“Direct Claim” shall have the meaning specified in Section 9.4(c).

“Disclosing Party” shall have the meaning specified in Section 7.3.

“Dispute” shall have the meaning specified in Section 10.6.

“Dollars” or “US$” means the lawful currency of the United States of America.

“Dollar Securities” shall have the meaning specified in Section 10.17.

“Down Payment Amount” shall have the meaning specified in Section 2.2(a).

“Enterprise Value” shall mean the amount of US$ 635,000,000.

“Estimated Adjustment Amount” shall have the meaning specified in Section 2.3(b).

“Estimated Purchase Price” shall mean the amount resulting from the Enterprise Value plus the Estimated Adjustment Amount.

“Event of Default” means:

(i) any Insolvency Event;

(ii) any change of Control with respect to the Buyer, as applicable;

(iii) any material breach of this Agreement by the Buyer or the Seller, as applicable, that remains uncured twenty (20) Business Days after notice thereof is given in accordance with Section 10.3 by the non-breaching Party to the breaching Party describing the breach in reasonable detail; and/or

(iv) any material breach to any guarantee delivered in connection with this Agreement.

“Excess Amount” shall have the meaning specified in Section 2.3(f).

“Exchange Rate” shall mean the seller’s exchange rate for Dollar bills (dólar billete) published by Banco de la Nación Argentina on its website as of the Business Day prior to the date of its determination.

“Execution Date” has the meaning set forth in the Preamble.

“Gas Supply Migration Project” means [***].

“Governmental Authority” means any federal, national, state, provincial, local, municipal or similar government, governmental, regulatory or administrative authority, agency or commission or any quasi-governmental or state-owned body or private entity having any regulatory, taxing, importing or other governmental or quasi-governmental authority, or any court, tribunal, or judicial or arbitral body having jurisdiction over any Person, property or asset.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hereof”, “herein” and “hereunder”, even if not capitalized, shall refer to the whole Agreement and not to the clause or section where such words are used, unless otherwise stipulated.

“IFRS” means the International Financial Reporting Standards promulgated by the International Accounting Standards Board (“IASB”) (which include standards and interpretations approved by the IASB and International Accounting Standards issued under previous constitutions) together with its pronouncements thereon from time to time and applied on a consistent basis.

“IGJ” means Inspección General de Justicia, Companies House of the City of Buenos Aires.

“Indebtedness” shall mean, with respect to the Company and without duplication, (a) the outstanding principal amount of, accrued and unpaid interest on, and other payment obligations due to third party financing institutions in respect of indebtedness for borrowed money, including any such obligations evidenced by bonds, debentures, notes or other security or similar instrument; (b) leases or other liabilities, solely to the extent treated as indebtedness under IFRS; (c) doubtful accounts to the extent reclassified from Working Capital; (d) plus income taxes balances (to the extent it is a payable balance) or minus income tax balances (to the extent it is a receivable balance). For clarity, Indebtedness shall exclude deferred income tax balances and shall be calculated consistently with the methodology outlined in Schedule 2.3(b) using amounts determined in accordance with IFRS as consistently applied by the Company.

“Indebtedness Amount at Closing” shall mean an amount equal to 50% of the aggregate actual amount of Indebtedness held by the Company at the open of business of the Closing Date.

“Independent Accounting Firm” shall have the meaning specified in Section 2.3(e).

“Insolvency Event” means (i) the dissolution or liquidation of the Seller, Buyer or the Company; (ii) the failure or inability by the Seller, any Person that Controls the Seller, the Buyer, any Person that Controls the Buyer, or the Company to pay their respective debts generally as they become due; (iii) the filing by the Seller, the Buyer or the Company of an offer to their respective creditors to enter into any out-of-court restructuring arrangement; (iv) the commencement by the Seller, any Person that Controls the Seller, the Buyer, any Person that Controls the Buyer or the Company of any receivership, bankruptcy, insolvency or reorganization proceeding or any other action or proceeding for any other relief under any bankruptcy or insolvency laws or similar laws affecting creditors’ rights; or (v) the commencement against the Seller, any Person that Controls the Seller, the Buyer, any Person that Controls the Buyer or the Company of any proceeding specified in the immediately preceding paragraph, and such proceeding has resulted in the entry of an order for any relief, which order shall not have been vacated, discharged, stayed or bonded pending appeal within ninety (90) days from the entry thereof.

“Interest Rate” means an annual rate equal to the Term SOFR of the Execution Date minus [***] that shall be calculated on the basis of a 360-day year and the actual number of days elapsed from the payment date of the Down Payment Amount to the day immediately prior to the Closing Date or the date of termination of this Agreement pursuant to Section 8.1., as applicable.

“Kadesh” shall have the meaning specified in Section 2.2(e).

“Knowledge of the Seller” means the actual knowledge of the persons listed on Schedule 1.1(a).

“Legal Action” means any action, suit, claim, demand, arbitration, investigation, audit, cancellation proceeding, charge or other proceeding, whether civil, commercial, labor, administrative, criminal or otherwise, by or before any court, arbitrator or Governmental Authority brought or initiated against any Person, its assets or properties.

“Liabilities” means all debts, commitments or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, known or unknown, including those arising under any Applicable Laws, Legal Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

“Liens” means, with respect to any property or asset, any deed of trust or fideicomiso (including any assignment in trust or fideicomiso), pledge, lien, charge, mortgage, security interest, easement, covenant, right of way, restriction, equity, usufruct or encumbrance of any nature whatsoever in or on such assets, court or administrative attachment orders (embargos), the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such assets, any option or any right other than by virtue of ownership to receive dividends or otherwise share profits or to exercise voting rights.

“Losses” shall have the meaning set forth in 7.6.1(a).

“Non-Party” shall have the meaning set forth in Section 10.21.

“Outside Date” shall have the meaning specified in Section 2.50.

“Party” shall have the meaning specified in the Preamble.

“Pen Drive” means the pen drive containing all the documentation and information of the Virtual Data Room delivered by such data room provider, a sealed copy (as received by such provider) of which shall be kept by each of the Parties as set forth in Section 7.11.

“Person” means a corporation, association, limited liability company, joint venture, partnership, trust, business, individual, government or political subdivision thereof, or Governmental Authority.

“Pesos” or “AR$” means the lawful currency of Argentina or any lawful currency that replaces it.

“Plant Expansion Project” means a potential expansion initiative currently under analysis and evaluation by the Company, which, if implemented, would aim to double its urea production capacity at its facilities located in Ingeniero White, Bahía Blanca, in the Province of Buenos Aires.

“Post-Closing Statement” shall have the meaning specified in Section 2.3(c).

“Pre-Closing Period” shall have the meaning specified in Section 7.1

“Preliminary Closing Statement” shall have the meaning specified in Section 2.3(b).

“Profertil Shareholders Agreement” means the shareholders agreement of Profertil entered into by and between Agrium Inc. (later replaced by Seller, pursuant to a transfer of the shares Agrium Inc. held in Profertil in favor of Seller) and YPF on January 14, 1999 and as amended on January 6, 2025. Schedule 1.1(b) contains a copy of the Profertil Shareholders Agreement.

“Purchase Price” means the amount resulting from the Enterprise Value plus the Adjustment Amount.

“Rejection Decision” means a decision by the Antitrust Authority (i) rejecting the economic concentration contemplated by this Agreement under the terms of section 14(c) of the Antitrust Law, or (ii) subordinating the economic concentration contemplated by this Agreement to conditions or restrictions under the terms of section 14(b) of the Antitrust Law.

“Representatives” means, with respect to any Person, that Person’s officers, directors, trustees, employees, agents, counsels, accountants, financial advisors, consultants and other agents and representatives.

“Review Period” shall have the meaning specified in Section 2.3(d).

“ROFR Notice” shall have the meaning specified in Section 2.6(a).

“ROFR Period” shall have the meaning specified in Section 2.6(b).

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by (a) the U.S. government, including Office of Foreign Assets Control of the U.S. Department of the Treasury and the U.S. Department of State; (b) the United Nations Security Council; (c) the European Union and each of its member states; (d) the United Kingdom; (e) Argentina; and (f) Spain.

“Seller” shall have the meaning specified in the Preamble.

“Seller Indemnitee” shall have the meaning provided in Section 9.3.

“Shortfall Amount” shall have the meaning specified in Section 2.3(g).

“Statement of Objections” shall have the meaning specified in Section 2.3(d).

“Target Working Capital” means the amount of [***].

“Tax” means (i) all federal, state or local taxes, charges, fees, imposts, levies or other assessments, including all such taxes based on gross or net income, other income, gross receipts, capital, sales, use, ad valorem, value added, goods and services, harmonized sales, transfer, registration, franchise, profits, windfall profits, inventory, capital stock, license, wage or other withholding, payroll, employment, disability, social security (or similar), health insurance, premiums, government pension plan, unemployment, excise, utility, environmental, communications, severance, stamp, occupation, real or personal property, alternative or add-on minimum, estimated, escheat, unclaimed property and estimated taxes, customs duties, fees, assessments and charges, debit and credit, personal assets, contributions, penalties for failure to file a tax or informational return and other taxes of any kind whatsoever, whether disputed or not, and (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Governmental Authority in connection with any item described in clause (i) above.

“Term SOFR” means, for any day, the 1-month Term SOFR rate published for such day by the Chicago Mercantile Exchange, as the administrator of the benchmark (or a successor administrator) on the Chicago Mercantile Exchange’s Website https://www.cmegroup.com/market-data/cme-group-benchmark-administration/term-sofr.html#term (or the website of any successor administrator or publisher). Where, in respect of any day, Term SOFR (ii) is negative, it shall be deemed to be zero (iii) is not published for such day then the most closely preceding day’s Term SOFR shall be used. If such rate ceases to be published, the Parties shall endeavor to establish an alternate rate of interest that gives due consideration to the then prevailing market convention for determining a rate of interest and the Parties shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable.

“Termination Notice” shall have the meaning specified in 7.12(a).

“Third Party Claim” shall have the meaning specified in Section 9.5(b)(i).

“Trademarks” means all service marks, trademarks, trade names, corporate names, trade dress, internet domain names, identifying symbols, logos, emblems, signs or insignia, including all goodwill associated therewith, and all applications, registrations, and renewals thereof.

“Transactions” means the transactions contemplated pursuant to this Agreement.

“Virtual Data Room” means the virtual data room made available to the Buyer by the Seller until the last Business Day prior to the Execution Date, with information about the Company, located at DealRoom, which information and documentation is contained in the Pen Drive.

“Withholding” shall have the meaning specified in Section 2.2(b).

“Working Capital” means adjusted working capital, calculated consistently with the methodology outlined in Schedule 2.3(b) using amounts determined in accordance with IFRS as consistently applied by the Company.

“Working Capital Adjustment Amount at Closing” shall mean (i) if the Working Capital Amount at Closing exceeds the Target Working Capital, then the amount by which the Working Capital Amount at Closing exceeds the Target Working Capital or (ii) if the Target Working Capital exceeds the Working Capital Amount at Closing, then the amount by which the Target Working Capital exceeds the Working Capital Amount at Closing; provided, that any amount which is calculated pursuant to clause (ii) above shall be deemed to be a negative number.

“Working Capital Amount at Closing” means an amount equal to 50% of the aggregate actual amount of Working Capital of the Company at the open of business of the Closing Date.

“YPF” has the meaning specified in the Preamble.

“YPF Exercise Notice” shall have the meaning specified in Section 2.6(c).

“YPF ROFR” is the right granted to YPF under Section 4.02 of the Profertil Shareholders Agreement and Section 9 bis of Profertil By-laws, by virtue of which YPF has a right of first refusal to acquire the Shares that Buyer intends to transfer pursuant to this Agreement.

“YPF ROFR Procedure” is the procedure for the YPF ROFR set forth in Section 4.02 of the Profertil Shareholders Agreement and Section 9 bis of Profertil By-laws.

“YPF Tacit Waiver” shall have the meaning specified in Section 2.6(e).

“YPF Waiver Notice” shall have the meaning specified in Section 2.6(d).

1.2. References

References in this Agreement to sections and exhibits are to sections and exhibits to this Agreement, unless otherwise indicated. The exhibits and schedules identified in this Agreement shall be deemed as included by way of reference and shall be a part hereof.

1.3. Rules of Interpretation

(a) When the terms “include”, “includes”, or “including” are used in this Agreement, they shall be construed as followed by the terms “without limitation”, whether this phrase is included or not.

(b) All terms used in the singular herein shall include the plural, and all terms used in the plural shall include the singular. The use of a particular gender in this Agreement is for convenience purposes only and shall not affect the interpretation hereof.

(c) Unless the context requires otherwise: (a) the word “or” is not exclusive; (b) references to Applicable Laws refer to such Applicable Laws as they may be amended from time to time, and references to particular provisions of Applicable Laws include any corresponding provisions of any succeeding Applicable Laws; (c) terms defined in this Agreement are used throughout this Agreement and in any exhibits or schedules hereto as so defined; (d) references to any agreement, contract or document (including any referred to herein in any exhibit or schedule hereto) shall mean such agreement, contract or document as the same may be amended, supplemented or otherwise modified from time to time, in each case, in accordance with the terms herein and therein; (e) references to “days” shall mean calendar days, unless otherwise indicated; (f) any date specified for action that is not a Business Day shall mean the first Business Day after such date; (g) references to Persons include their successors and permitted assigns; and (h) if a term is defined as one part of speech (such as a noun), then it shall have a corresponding meaning when used as another part of speech (such as a verb) as the context requires.

(d) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

(e) Each of the components of the Estimated Adjustment Amount and the Adjustment Amount, respectively, will be calculated in a manner that avoids double counting.

SECTION II

SALE AND PURCHASE OF THE SHARES

2.1. Transfer of Shares

(a) At Closing, and subject to the terms and conditions hereunder and the fulfillment of the conditions precedent set forth in Section V and Section VI herein, the Seller shall sell the Shares to Buyer and the Buyer shall purchase the Shares from the Seller.

(b) The Shares shall be transferred to Buyer at Closing free and clear of any and all Liens (other than restrictions on transfer arising under the Profertil Shareholders Agreement, the Company By-laws or Applicable Laws) together with all rights now or hereafter attached thereto.

2.2. Purchase Price

(a) The Purchase Price shall be the total consideration to be paid by Buyer to Seller for the purchase of the Shares. On the Execution Date, the Buyer shall pay to the Seller an amount in cash equal to US$120,000,000 (the “Down Payment Amount”), by wire transfer of immediately available funds to the Seller’s account set forth in Exhibit 2.2.(a)(i). Seller shall issue a receipt upon payment of the Down Payment Amount. Subject to the consummation of the Closing, the payment of the Down Payment Amount (including interest accrued under the Interest Rate) shall be deemed made on account of the Purchase Price. Subject to the provisions of Section 2.2(b), at the Closing, the Buyer shall pay to the Seller the Estimated Purchase Price less the Down Payment Amount (including interest accrued under the Interest Rate), by wire transfer of immediately available funds to the Seller’s account set forth in Exhibit 2.2.(a)(i).

(b) At Closing, Buyer shall be required to withhold from the payment of the Estimated Purchase Price (and after the Closing, from any Excess Amount, if any) an amount equal to ten percent (10%) (the “Withholding”) of the Estimated Purchase Price, in accordance with the applicable provisions of the Argentine Income Tax Law and the Convention between Argentina and the Kingdom of Spain for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and on Capital (signed on March 11, 2013 and in force since December 23, 2013),. For these purposes Seller must provide to Buyer, at least 5 Business Days prior to Closing the certificate duly legalized and apostilled evidencing that Seller is a resident of the Kingdom of Spain, in accordance with the Applicable Laws, in order to allow Buyer to properly determine the Withholding. Should the Applicable Laws at Closing establish a different percentage for the Withholding, Buyer shall withhold such different percentage (also, the “Withholding”).

Consequently, for clarification purposes, the amount to be received by Seller at Seller’s account on the Closing Date shall result from the following formula:

(Estimated Purchase Price) – (Withholding) – (Down Payment Amount including interest accrued under the Interest Rate) = Amount received by Seller.

Buyer shall timely deposit with the relevant Argentine Governmental Authority an amount equal to the Withholding in accordance with Applicable Laws and within the term established by such laws, and shall deliver to Seller, within five (5) Business Days as from the Closing Date: (i) evidence of such withholding, and (ii) evidence of payment to the relevant Governmental Authority.

(c) All amounts payable hereunder shall be made in Dollars from accounts outside of Argentina, as set forth in Section 2.4.

(d) The Down Payment Amount shall be wired by the following Affiliates of Buyer, on behalf and for the account of the Buyer (1) Kadesh Hispania SL, a company organized under the laws of Spain (“Kadesh”), shall wire US$96,000,000 and (2) Asociación de Cooperativas Argentinas Coop. Ltda (“ACA”), a cooperative organized under the laws of Argentina, shall wire US$24,000,000.

2.3. Estimated Purchase Price and Price Adjustment Mechanism.

(a) The Estimated Purchase Price shall be determined by the following formula: (i) the Enterprise Value plus (ii) the Estimated Adjustment Amount.

(b) At least five (5) Business Days prior to the Closing Date, Seller shall send to Buyer a statement (the “Preliminary Closing Statement”) containing Seller’s good faith calculations of the Cash Amount at Closing, the Indebtedness Amount at Closing, the Working Capital Adjustment Amount at Closing and its corresponding good faith calculation of the Adjustment Amount (the “Estimated Adjustment Amount”). Schedule 2.3(b) includes a template of the Preliminary Closing Statement, containing illustrative and hypothetical calculations of the Cash Amount at Closing, the Indebtedness Amount at Closing, the Working Capital Adjustment Amount at Closing, and the corresponding Estimated Adjustment Amount. These figures are provided solely for illustrative purposes and do not represent actual or projected values.

(c) Within thirty (30) Business Days after the Closing Date, Buyer shall have the right to prepare and deliver (or cause to be prepared and delivered) to Seller a statement (the “Post-Closing Statement”), setting forth its calculations of the following amounts (calculated as of the open of business of the Closing Date) together with reasonable supporting detail: (i) the Cash Amount at Closing, (ii) the Indebtedness Amount at Closing; (iii) the Working Capital Adjustment Amount at Closing and (iii) the resulting Adjustment Amount. If Buyer has not prepared and delivered (or caused to be prepared and delivered) the Post-Closing Statement with the requirements set forth in this clause within the aforementioned period, then, such amounts and calculations set forth in the Preliminary Closing Statement shall be final and binding upon the Parties.

(d) Upon receipt of the Post-Closing Statement, Seller shall have thirty (30) Business Days (the “Review Period”) to review the Post-Closing Statement and the calculations of the amounts set forth therein. In connection with the review of the Post-Closing Statement, Seller and its accountants shall have access to the books, records and other materials of the Company, the Buyer and their respective personnel and accountants, in each case, in order to permit the timely review of the Post-Closing Statement in accordance with this Section 2.3(d). Failure from Buyer to grant access to Seller to the books, records and/or materials of the Company during the Review Period shall cause the Preliminary Closing Statement and, consequently, the Estimated Adjustment Amount, to be final and binding upon the Parties as if the Post-Closing Statement had never been delivered by Buyer. If Seller has accepted the Post-Closing Statement in writing or has not given written notice to Buyer setting forth any objection of Seller to such Post-Closing Statement (a “Statement of Objections”) prior to the expiration of the Review Period, then, such amounts and calculations set forth in the Post-Closing Statement shall be, in the absence of fraud or manifest error, final and binding upon the Parties. Section 2.3(f) and Section 2.3(g) shall apply in connection with the payment of any Shortfall Amount or Excess Amount which may result from this determination.

(e) In the event that Seller delivers to Buyer a Statement of Objections during the Review Period, Buyer and Seller shall in good faith attempt to agree on any disputed amounts and appropriate adjustments to the Post-Closing Statement within thirty (30) days following the receipt by Buyer of the Statement of Objections. If Buyer and Seller are unable to agree upon the disputed amounts within such thirty (30)-day period, then, they shall refer their remaining differences to the Miami, Florida office of Ernst & Young (the “Independent Accounting Firm”), who shall resolve only the matters still in dispute as instructed by the Parties and adjust the Post-Closing Statement to reflect such resolution. If the Independent Accounting Firm does not accept the engagement, the Parties shall submit a request to the International Chamber of Commerce requesting appointment of the Miami, Florida office of an internationally recognized independent certified public accounting firm to serve as the Accounting Firm. The Independent Accounting Firm shall act as an expert (and not as an arbitrator) in making its determination. The Independent Accounting Firm shall deliver its written determination to Buyer and Seller no later than forty-five (45) days following the date on which the remaining differences are referred to the Independent Accounting Firm or such other date as may be specified by mutual agreement of the Parties. The Independent Accounting Firm’s written determination shall be final, conclusive, binding and non-appealable. The written determination of the Independent Accounting Firm may only consider those amounts and items as to which the Parties have disagreed within the time periods and on the terms specified above; provided that such award shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the Parties in the Statement of Objections and the Post-Closing Statement, respectively. The fees and expenses of the Independent Accounting Firm shall be allocated between Buyer and Seller in the same proportion that the aggregate amount of the disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. Buyer and Seller shall make available to the Independent Accounting Firm and to each other all relevant books, records and other materials of the Company, their personnel and accountants and all other items reasonably requested by the Independent Accounting Firm and shall execute any agreement reasonably required by the Independent Accounting Firm to accept its engagement, in each case, to the extent relating to the Post-Closing Statement.

(f) If the Adjustment Amount (if and when determined in accordance with Section 2.3(d) or Section 2.3(e) above) exceeds the Estimated Adjustment Amount set forth in the Preliminary Closing Statement (the amount of such excess, the “Excess Amount”), then, within ten (10) Business Days following such determination, Buyer shall pay to the Seller the Excess Amount in Dollars.

(g) If the Adjustment Amount (if and when determined in accordance with Section 2.3(d) or Section 2.3(e) above) is less than the Estimated Adjustment Amount set forth in the Closing Statement (the amount of such deficit, the “Shortfall Amount”), then, within ten (10) Business Days following such determination, Seller shall pay to Buyer the Shortfall Amount in Dollars.

(h) The calculations of the various amounts required to be made under this Section 2.3 shall be made in accordance with the terms of this Agreement.

(i) For purposes of this Section, the formulas included herein, the reviews (if any and as applicable), and required payments in Dollars (if any and as applicable), all amounts originally expressed in Argentine Pesos shall be converted into Dollars at the Exchange Rate.

(j) All payments hereunder shall be made in Dollars as set forth in Section 2.4 below.

2.4. Payments in Dollars

Payment in Dollars of the Purchase Price (including the Down Payment Amount) by wire transfer from and to bank accounts outside of Argentina as described above is an essential condition to the Transactions and Seller shall not be obligated to accept any payment in any other form or currency other than Dollars. Buyer hereby acknowledges that the obligation to pay the Purchase Price (including the Down Payment Amount) exclusively in Dollars in immediately freely available funds outside of Argentina and without set off, defense or counterclaim of any kind, has been essential for Seller to enter into this Agreement. Buyer hereby expressly, irrevocably and unconditionally waives, to the maximum extent permitted by law, (a) its right to satisfy its obligations under this Agreement with a currency different from Dollars, make payment to a bank account in Argentina, or pay a lower amount of Dollars; (b) its right to invoke any laws, rules or regulations, whether currently existing, issued and becoming in force with the passing of time, or to be issued in the future, including without limitation, any exchange regulation applicable to the circumstances set forth in this Section 2.4, or any theory of unforeseeable events (teoría de la imprevisión), equitable sacrifice, and/or acts of God and force majeure and/or any other similar theory that may be invoked to refrain from complying in full with its obligation to pay the Purchase Price (including the Down Payment Amount) in Dollars (including, without limitation, section 1198 and 765 of the Argentine Civil and Commercial Code -should the Argentine Urgency and Necessity Decree No. 70/2023 be repealed and section 765 in fine of the Argentine Civil and Commercial Code as per Law No. 26,994 is reinstated-) and outside of Argentina, as provided herein.

2.5. Closing

(a) Subject to the terms and conditions of this Agreement, the closing of the Transactions (the “Closing”) shall take place on or before such date which is ten (10) Business Days as from the Closing Notice (the “Closing Date”), but in no event later than one hundred and twenty (120) days as from the Execution Date (the “Outside Date”).

(b) The Closing will be held at the offices of Bomchil, at Av. Corrientes 420, 8^th floor, Buenos Aires, Argentina or at any other place that the Parties may agree in writing, subject to the fulfillment of the conditions precedent set forth in Section V and SECTION VI herein and provided further that neither Seller nor Buyer has validly given a Termination Notice on or before Closing in accordance with the terms of this Agreement.

2.6. YPF ROFR Procedure

(a) Schedule 2.6(a) sets forth the notice to be delivered by the Seller to YPF on the Execution Date in order to initiate the YPF ROFR Procedure (the “ROFR Notice”).

(b) As stipulated in the Profertil Shareholders Agreement and in Profertil By-laws, YPF shall have ninety (90) days from the receipt of the ROFR Notice to exercise its right of first refusal (the “ROFR Period”).

(c) If YPF notifies Seller of its decision to exercise the ROFR and purchase the Shares from Seller within the ROFR Period (the “YPF Exercise Notice”), Seller shall inform Buyer of this decision within two (2) Business Days of receipt, including a copy of the YPF Exercise Notice. In this case, this Agreement shall be terminated pursuant to Section 8.1(a)(iii) with no Liabilities, penalties, fines or amounts payable by the Parties as a consequence of the Termination, as set forth in 7.12(b).

(d) If YPF notifies Seller of its decision not to exercise the YPF ROFR at any time within the ROFR Period (the “YPF Waiver Notice”), Seller shall inform Buyer of this decision within two (2) Business Days of receipt, including a copy of the YPF Waiver Notice (the “Closing Notice”). The Parties shall then proceed with the Closing as set forth in Section 2.5(b).

(e) If the ROFR Period expires without any notice from YPF to Seller regarding the YPF ROFR (the “YPF Tacit Waiver”), Seller shall inform Buyer of this YPF Tacit Waiver within the following two (2) Business Days (also, the “Closing Notice”). The Parties shall then proceed with the Closing as set forth in Section 2.5(b).

2.7. Closing Actions and Deliveries by the Parties

(a) On the Closing Date, Buyer shall:

(i)

Pay to the Seller the Estimated Purchase Price less the Down Payment Amount (including interest accrued under the Interest Rate) pursuant to Section 2.2 and Section 2.4.

(ii)

Deliver to Seller notarized resolutions of (1) Buyer’s appropriate corporate body confirming the authority of Buyer’s signatories to sign this Agreement and execute the Transactions and (2) Buyer’s Board of Directors meeting ratifying the Board of Directors meeting set forth in Section 4.1(2), subject to the terms of Section 6.1(h).

(iii)

Sign the Profertil Shareholders Agreement as set forth in Section 4.2(h) of such agreement, pursuant to the joinder template set forth in Schedule 2.7(a)(iii).

(iv)

Execute, deliver or cause to be delivered any other documents as the Seller may reasonably require for completing the Transactions in accordance with Applicable Laws.

(v)

Deliver to Seller the officer’s certificate set forth in Section 6.1(c).

(vi)

Deliver to Seller evidence of the final registration of the Buyer before the Companies’ House of the City of Buenos Aires -IGJ-, provided however that if registration has not been granted Section 6.1(h) shall apply.

(b) On the Closing Date, Seller shall:

(i)

Cause that the Directors and Statutory Supervisors Committee (Comisión Fiscalizadora) members of the Company listed in Exhibit 2.7(b)(i) deliver to the Company letters of resignation to their positions in the form attached hereto as Exhibit 2.7(b)(i).

(ii)

Deliver to the Company notices of transfer, substantially in the form attached hereto as Exhibit 2.7(b)(ii), executed by Seller, in accordance with section 215 of the AGCL, dated as of the Closing Date addressed to the Board of Directors of the Company, necessary for the registration of the transfer to the Buyer of the Shares.

(iii)

Cause the following meetings to occur on the Closing Date in the form of Exhibit 2.7(b)(ii): (1) Board of Directors’ Meeting to take notice of the Directors’ and Statutory Supervisors Committee members’ resignation, revoke the powers of attorney listed in Exhibit 2.7(b)(iii)(1), and call a General Ordinary Shareholders’ meeting; (2) unanimous General Ordinary Shareholders meeting to consider such resignations, approve the Directors’ performance and appoint the new members of the Board of Directors and Statutory Supervisors Committee members as per Exhibit 2.7(b)(iii)(2) and (3) a Board of Directors’ meeting acknowledging receipt of the letter informing of the transfer of the Shares and leaving on record the transfer.

(iv)

Cause for the Buyer to be recorded as the new owner of the Shares in the Company’s stock ledger and deliver the copies of such recording and the corresponding stock certificates.

(v)

Deliver to Buyer a notarized and apostilled resolution of Seller’s appropriate corporate bodies confirming the authority of Seller’s signatories to this Agreement to sign this Agreement and execute the Transactions.

(vi)

Deliver to Buyer a receipt acknowledging payment of the Estimated Purchase Price, less the Down Payment Amount (including interest accrued under the Interest Rate).

(vii)

Deliver to Buyer the officer’s certificate set forth in Section 5.1(c).

SECTION III

REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller represents and warrants to the Buyer that:

3.1. Capacity of Seller and Title

The Seller (a) is a company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and (b) has the necessary registrations before the IGJ as a foreign shareholder and has the legal power, right and authority to execute and deliver, and to perform its obligations under, this Agreement, and any other agreement, document or instrument executed or delivered pursuant to this Agreement and to consummate the Transactions contemplated hereby.

The Seller owns the Shares free and clear of all Liens. The Seller has the right to sell and transfer the Shares to Buyer free and clear of all Liens. Other than the YPF ROFR, there are no outstanding, existing or authorized subscriptions, options, warrants, calls or commitments, preemptive or similar rights or any other agreements of any character obligating the Seller, contingently or otherwise, to sell, issue or deliver any shares of any class of the Company’s capital stock or securities convertible into or evidencing the right to acquire any shares of the Company’s capital stock.

3.2. Authorization

The execution, delivery and performance by the Seller of this Agreement and any other transaction document, agreement, instrument or document executed or delivered pursuant to this Agreement, and the consummation of the Transactions contemplated hereby, have been duly authorized by all necessary corporate actions of the Seller and will constitute a legal, valid, and binding obligation of and enforceable against Seller.

3.3. Approvals and Consents

Except for the Antitrust Approval, the YPF ROFR and the disclosures made in Schedule 3.3, the execution, delivery and performance by the Seller of this Agreement and any other agreement, instrument or document executed or delivered pursuant to this Agreement by Seller, and the Transactions to be consummated hereunder, do not require the Seller to obtain or seek any action, consent, filing, waiver or approval of any Governmental Authority or any third party under any contract, permit or otherwise.

3.4. Absence of Conflicts

The execution, delivery and performance by the Seller of this Agreement and any other agreement, instrument or document executed or delivered pursuant to this Agreement does not and will not, directly or indirectly (with or without notice or lapse of time) (i) contravene, conflict with or result in a violation of any Applicable Laws to which Seller or, to the Knowledge of the Seller, the Company is subject to, (ii) to the Knowledge of the Seller, contravene, conflict with or result in a violation of any judgment, decision, order, injunction or decree of any court, tribunal or governmental body or of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify the license or any permit related to the business of, or any assets owned or used by the Company, (iii) except as disclosed in Schedule 3.4, conflict with, constitute a default under, or result in the loss of rights or benefits or incurrence of liability under, or result in any breach of any of the terms, conditions or provisions of (y) to the Knowledge of the Seller, any contract to which the Company is a party or by which it is bound or (z) the Constituent Documents of the Seller and the Company, or (iv) to the Knowledge of the Seller, give any third party the right to modify, terminate or accelerate any obligation of the Company under any contract, or in the creation of any Lien upon any of the properties or assets of the Company.

Other than the YPF ROFR, the Seller has not entered into any agreement with any other Person to sell any of the Shares, or all or substantially all the assets of the Company, or to effect any merger, consolidation, or other reorganization of the Company. Other than the YPF ROFR, there are no options of any kind to acquire the Shares or any of them, or other similar rights, and there are no agreements or understandings with respect to the sale or transfer of the Shares.

3.5. Organization of the Company

The Company is a sociedad anónima duly organized in the City of Buenos Aires, validly existing and in good standing under the laws of Argentina and has all material corporate power and authority to own, license, use, lease and operate its assets and properties and to carry on its business as it is now being conducted subject to Applicable Laws. A true and complete copy of the Constituent Documents of the Company is attached hereto as Schedule 3.6.

3.6. No implicit warranty

Other than the representations and warranties contained in this Section III, none of the Seller, the Company or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Seller, the Company, any of their Affiliates, or any of the Representatives of the foregoing, including any representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Buyer and its Representatives (including without limitation any information, documents or material made available to Buyer in the Virtual Data Room, management presentations or in any other form in expectation of the Transactions) or as to the business, operations, assets, liabilities, prospects, results of operations, obligations, financial condition and/or the future revenue, profitability or success of the Company. Any representation or warranty arising from statute or otherwise in law is hereby agreed to be excluded to the maximum extent possible.

3.7. No Insolvency or Bankruptcy Proceedings

The Seller is not insolvent nor has committed any act of bankruptcy, proposed any compromise of arrangement or taken any proceeding with respect thereto and no encumbrance holder or receiver has taken possession of any of the Seller’s property.

3.8. No Corruption

The Seller (through itself or its Affiliates) has adequate procedures in place for the purpose of ensuring that it complies with the requirements of the UK Bribery Act, US Foreign Corrupt Practices Act of 1977 (as amended), the legislation enacted by member states and signatories to the OECD (Convention to Combat Bribery of Foreign Public Officials), Argentine Law 27,401, and other Applicable Laws related to corruption, bribery and compliance. In particular, without limiting the generality of the foregoing, the Seller has not in relation to any matter related to the Transactions: (a) offered or given or agreed to give to any individual or Person any gift, consideration or benefit of any kind as an inducement or reward for doing or for forbearing to do or for having done or forborne to do any action in relation to this Agreement, or at all; or (b) induced or attempted to induce any officer, servant or agent of any private or public body to depart from his duties to his employer nor been involved with any such arrangement; or (c) paid any facilitation payment as defined in Applicable Laws, or similar payment.

SECTION IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that:

4.1. Organization; Authorization

Buyer is a corporation duly incorporated in Argentina on August 27, 2025 (sociedad anónima en formación), validly existing according to the public deed dated August 27, 2025, and in the process of being registered with the IGJ (IGJ N° 2.022.489) under filing number 9.891.076; and has all requisite power to execute and deliver this Agreement and any ancillary agreement to which it is a party and to perform its obligations hereunder and thereunder, according to Section 183 of the Argentine Companies Law. The execution, delivery and performance by Buyer of this Agreement and any other agreement, instrument or document executed or delivered pursuant to this Agreement, and the consummation of the Transactions contemplated hereby, have been authorized through (1) public deed 431 dated September 4, 2025, in accordance to Section 183 of the Argentine Companies Law and (2) the circulating Buyer’s Board of Directors meeting (acta volante) held on September 3, 2025 and will constitute a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms. A copy of the constituent documents of Buyer and documents (1) and (2) mentioned in this Section 4.1 are included in Schedule 4.1.

4.2. Approvals and Consents

(a) Except for the Antitrust Approval, the execution, delivery and performance by Buyer of this Agreement and any other agreement, instrument or document executed or delivered pursuant to this Agreement, and the Transactions to be consummated hereunder, do not require any filing with, giving notice to, or consent, waiver or approval of, any Governmental Authority or third party under any contract or otherwise.

(b) Subject to the Antitrust Approval, Buyer has the legal power, right and authority to execute and deliver, and to perform its obligations under, this Agreement, and any other agreement, document or instrument executed or delivered pursuant to this Agreement and to consummate the Transactions contemplated hereby.

(c) Neither the execution and delivery by Buyer of, or the performance by Buyer of its obligations under, the Transactions documents to which it is a party, nor the consummation of the Transactions by Buyer in accordance with the terms hereof, will require any approval from any Governmental Authority other than the Antitrust Filings.

4.3. Absence of Conflicts

The execution, delivery and performance by Buyer of this Agreement and any other agreement, instrument or document executed or delivered pursuant to this Agreement do not (i) contravene or conflict with or constitute a violation of any Applicable Laws to which Buyer is subject to, (ii) conflict with, constitute a default under, or result in any breach of any of the terms, conditions or provisions of (x) any contract to which Buyer is a party or by which Buyer is bound or the License or (y) the Constituent Documents of Buyer, or (iii) give any third party the right to modify, terminate or accelerate any obligation of Buyer under any contract.

4.4. Legal Actions affecting the Transactions

Buyer has not received any notice (written or otherwise) of any pending, threatened, or actual Legal Action against Buyer or any Buyer Related Party that could reasonably be expected to result in the issuance of an order restraining, enjoining, or otherwise prohibiting or making illegal the Transactions contemplated under this Agreement and any other agreement, instrument or document executed or delivered pursuant to this Agreement. Buyer is not subject to any judgment, decision, order, writ, decree or injunction, rule or order of any Governmental Authority that prohibits or restricts, or could reasonably be expected to prohibit or restrict, the consummation of the Transactions.

4.5. Investigation by Buyer

Buyer is an informed and sophisticated participant in transactions similar to those contemplated in this Agreement and has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, prospects, results of operations and financial condition of the Company. Buyer acknowledges and agrees that it (i) has had an opportunity to discuss the business and affairs of the Company and any issues relevant to the purchase of the Shares, (ii) has had reasonable and adequate access to the properties, assets, premises, books and records, and other documents and data relating to the Company and the Shares and, (iii) has been afforded the opportunity to ask questions and receive answers from personnel, including officers and management, of Seller or its Affiliates, as applicable.

Furthermore, in connection with the investigation of the Company, the Shares and related matters, Buyer and its Affiliates have received financial, business or other projections or forecasts, including without limitation estimates, plans and budget information. Buyer acknowledges and agrees that (i) there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets, (ii) Buyer is familiar with such uncertainties and (iii) Buyer is taking full responsibility for making its own evaluations of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to Buyer or its Affiliates, arrangements, contracts or obligations.

In entering into this Agreement, Buyer acknowledges that it has not relied upon any factual representations or opinions of Seller or their Representatives other than the representations and warranties of Seller expressly set forth in SECTION III of this Agreement, and Buyer acknowledges that none of Seller, the Company or its Affiliates, nor any of their respective directors, officers, shareholders, employees, controlling Persons or Representatives makes or has made any oral or written representation or warranty, either express or implied, as to the accuracy or completeness of any of the information (including without limitation, all information included in any descriptive memoranda provided by the management of the Company, its Affiliates or their Representatives, materials furnished in the Virtual Data Room, and presentations by management of the Company, its Affiliates or their Representatives) or as to the business, operations, assets, liabilities, prospects, results of operations, obligations, financial condition and/or the future revenue, profitability or success of the Company provided or made available to Buyer or its directors, officers, employees, controlling Persons or Representatives, in each case, other than the representations and warranties of Seller expressly set forth in SECTION III of this Agreement. Any representation or warranty arising from statute or otherwise in law is hereby agreed to be excluded to the maximum extent possible.

4.6. No Legal Action and Virtual Data Room

Based on the information provided in the Virtual Data Room, there are no facts or circumstances that would serve as a basis for a Legal Action by Buyer against the Seller or any of its managers, officers or representatives or the Company based upon a breach of any of the representations, warranties, covenants and indemnities of the Seller contained in the Agreement. The Buyer shall be deemed to have waived in full any breach of any of the Seller’s representations, warranties, covenants or indemnities of which the Buyer has knowledge about as a consequence of it being disclosed in the Virtual Data Room or contained in or in any way related with the information and/or documentation contained in the Virtual Data Room.

4.7. Sufficiency of Funds

Buyer has, and on the Closing Date Buyer will have, sufficient immediately available funds in accounts outside Argentina and the financing capabilities to pay the Purchase Price and comply with all obligations and consummate the Transactions contemplated hereby. Buyer does not know of any circumstances or conditions that could be expected to prevent or substantially delay the availability of such funds at the Execution Date and at Closing. Buyer’s Affiliates Kadesh and ACA have sufficient immediately available funds in accounts outside Argentina and the financing capabilities to wire the Down Payment Amount on behalf of and for the account of Buyer.

4.8. No Insolvency or Bankruptcy Proceedings

Buyer is not insolvent nor has it committed any act of bankruptcy, proposed any compromise or arrangement or taken any proceeding with respect thereto and no encumbrance holder or receiver has taken possession of any of the Buyer’s property. The monies that constitute the Purchase Price are freely available to the Buyer and not subject to any encumbrances which would affect or be inconsistent with the Transactions or this Agreement.

4.9. No Corruption

The Buyer has adequate procedures in place for the purpose of ensuring that it complies with the requirements of the UK Bribery Act, US Foreign Corrupt Practices Act of 1977 (as amended), the legislation enacted by member states and signatories to the OECD (Convention to Combat Bribery of Foreign Public Officials), Argentine Law 27,401, and other Applicable Laws related to corruption, bribery and compliance. In particular, without limiting the generality of the foregoing, the Buyer has not in relation to any matter related to the Transactions: (a) offered or given or agreed to give to any individual or Person any gift, consideration or benefit of any kind as an inducement or reward for doing or for forbearing to do or for having done or forborne to do any action in relation to this Agreement, or at all; or (b) induced or attempted to induce any officer, servant or agent of any private or public body to depart from his duties to his employer nor been involved with any such arrangement; or (c) paid any facilitation payment as defined in Applicable Laws, or similar payment.

4.10. Export Controls and Trade Sanctions

The Transactions and all matters related thereto, including the identity of the Buyer or its Affiliates, will not constitute an infringement or breach of any embargo, Sanctions, or other trade control law imposed by any nation, organization, or body of competent jurisdiction applicable to the Parties. Buyer is not a Person subject to Sanctions. No funds used for any payments by Buyer pursuant to this Agreement shall be derived directly or knowingly indirectly from a Person subject to Sanctions.

4.11. Anti-Money Laundering

The Transactions and the monies constituting the Purchase Price do not breach or contravene any anti-money laundering laws applicable to the Transactions and the Parties. Buyer will do all things necessary, provide all information requested, and take all steps at the reasonable request of Seller to evidence the source of funds for the Purchase Price.

SECTION V

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

5.1. Conditions Precedent

The obligations of Buyer to consummate the Transactions and to take the other actions required hereunder to be taken by Buyer at the Closing are further subject to satisfaction of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

(a) Each of the representations and warranties of Seller set forth in Section 3.1 and Section 3.2 shall be true and correct in all respects both as of the date hereof and as of the Closing Date as though made at the Closing Date other than de minimis inaccuracies, and each of the other representations and warranties of Seller, disregarding all qualifications contained herein relating to materiality, shall be true and correct both as of the date hereof and as of the Closing Date as though made at the Closing Date in all material respects, in each case, both as of the date hereof and as of the Closing Date as though made at the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct in all respects as of such date).

(b) Seller shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing.

(c) Buyer shall have received a certificate of compliance, dated as of the Closing Date and executed by a duly authorized officer of Seller (solely in his or her capacity as such and not in his or her personal capacity, and without personal liability), confirming on behalf of Seller that each of the conditions in (a) and (b) have been satisfied as of the Closing Date.

(d) No Applicable Laws, order, decision, judgment or injunction by any court or Governmental Authority shall have been issued that prevents the Closing of the Transactions contemplated hereby.

(e) The YPF Waiver Notice or the YPF Tacit Waiver shall have occurred.

5.2. Frustration of Closing Conditions

No Party may rely on the failure of any condition set forth in this Article V to be satisfied if such failure was caused by such Party’s breach of this Agreement, including failure to use its reasonable best efforts to cause the Closing to occur.

5.3. Waiver of Closing Conditions

Upon the occurrence of the Closing, any condition set forth in this Article V that was not satisfied or waived as of the Closing shall be deemed to have been waived as of and from the Closing.

SECTION VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER

6.1. Conditions Precedent

The obligations of Seller to consummate the Transactions and to take the other actions required hereunder to be taken by Seller at the Closing are further subject to satisfaction of each of the following conditions (any of which may be waived by Seller, in whole or in part):

(a) Each of the representations and warranties of Buyer set forth in Section 4.1, Section 4.2 and Section 4.4 shall be true and correct in all respects both as of the date hereof and as of the Closing Date as though made at the Closing Date other than de minimis inaccuracies, and each of the other representations and warranties of disregarding all qualifications contained herein relating to materiality, shall be true and correct both as of the date hereof and as of the Closing Date as though made at the Closing Date in all material respects, in each case, both as of the date hereof and as of the Closing Date as though made at the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct in all respects as of such date).

(b) Buyer shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing.

(c) Seller shall have received a certificate of compliance, dated as of the Closing Date and executed by a duly authorized officer of Buyer (solely in his or her capacity as such and not in his or her personal capacity, and without personal liability), confirming on behalf of Buyer that each of the conditions in (a) and (b) have been satisfied as of the Closing Date.

(d) No Applicable Laws, order, decision, judgment or injunction by any court or Governmental Authority shall have been issued that prevents the Closing of the Transactions contemplated hereby.

(e) YPF shall have participated in the unanimous Ordinary Shareholders Meeting set forth in Section 2.7 (b)(iii) and the performance of the resigning directors and Statutory Supervisors Committee members’ performance shall have been unanimously approved.

(f) The YPF Waiver Notice or the YPF Tacit Waiver shall have occurred.

(g) Buyer shall have signed the Profertil Shareholders Agreement as set forth in Section 2.7(a)(iii).

(h) Buyer shall have finalized its registration process before the Companies’ House of the City of Buenos Aires -IGJ- as set forth in Section 2.7(a)(vi), provided, however, that, if Closing can proceed in accordance with Applicable Laws and this Agreement without the Buyer being registered, the Buyer shall not be considered in breach of this Closing condition and the Seller agrees that the relevant condition shall have been met and fulfilled by Buyer.

6.2. Frustration of Closing Conditions

No Party may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such Party’s breach of this Agreement, including failure to use its reasonable best efforts to cause the Closing to occur.

6.3. Waiver of Closing Conditions

Upon the occurrence of the Closing, any condition set forth in this Article VI that was not satisfied or waived as of the Closing shall be deemed to have been waived as of and from the Closing.

SECTION VII

CERTAIN COVENANTS AND AGREEMENTS OF THE SELLER AND THE BUYER

7.1. Conduct of Business Prior to the Closing Date

Except as set forth in Schedule 7.1, the Seller agrees that from the Execution Date and until the Closing Date (the “Pre-Closing Period”) it shall use its reasonable efforts to cause the Company to operate its business in the ordinary course in a manner consistent with prior practices of the Company.

Notwithstanding the foregoing, the dispositions and limitations set forth in Section 10.20 shall apply to this clause and the Agreement in general.

7.2. Covenants regarding Information

In order to facilitate the resolution of any Legal Action made against or by the Seller (to the extent related to the Company or the Shares), for a period of ten years after the Closing, the Buyer shall (a) retain the books and records of the Company relating to periods prior to the Closing existing as of the Closing Date; and (b) afford the Representatives of the Seller reasonable access (including the right to make photocopies), during normal business hours, to such books and records; provided, however, that the Buyer shall notify the Seller in writing at least thirty (30) days in advance of destroying any such book and records prior to- the tenth anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 7.2.

7.3. Confidentiality

For a period of two (2) years following the termination of this Agreement in accordance with its terms or the Closing, each Party will hold and will cause its Affiliates and Representatives to hold in strict confidence and not disclose to any other third party (other than any such Affiliates or Representatives of a Party) all documents and information concerning the other Party or any of its affiliates furnished (on or prior to the termination of this Agreement in accordance with its terms) to it by the other Party or on behalf of such other Party in connection with this Agreement or with the transactions contemplated hereby (“Confidential Information”), unless (i) compelled to disclose by judicial or administrative process (including, without limitation, in connection with obtaining any necessary approval of Governmental Authorities of this Agreement and the Transactions contemplated hereby) or by other requirements of Applicable Laws; or (ii) disclosed in an action, suit or proceeding brought by or against a Party in pursuit of its rights or in the exercise of its remedies under this Agreement; or (iii) except to the extent that such documents or information can be shown to have been (x) previously known by the Party receiving such documents or information, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of such receiving Party or (z) later lawfully acquired by the receiving Party from another source if the receiving Party is not aware that such source is under an obligation to another Party hereto to keep such documents and information confidential.

In the event that any Party or any of their respective Affiliates or Representatives (the “Disclosing Party”) is required by Applicable Laws, including stock exchange listing, to disclose any Confidential Information, such Disclosing Party will promptly notify the other Party in writing so that such other Party may seek a protective ruling and/or other motion filed to prevent the production or disclosure of the Confidential Information. If such motion is not timely brought or, if so brought, is denied, then such Disclosing Party may disclose only such portion of the Confidential Information which (i) is required by Applicable Laws to be disclosed, provided that, the Disclosing Party will use all reasonable efforts to preserve the confidentiality of the remainder of the Confidential Information; or (ii) the other Party consents, in writing, to being disclosed. The Disclosing Party will continue to be bound by its obligations pursuant to this Section 7.3 for any Confidential Information that is not required to be disclosed pursuant to subparagraph (i) above, or that has been afforded protective treatment pursuant to a motion brought pursuant to this Section 7.3.

7.4. Consents and Filings

Each of the Parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under Applicable Laws or otherwise to consummate and make effective the Transactions as promptly as practicable, including to (a) obtain from governmental authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transaction contemplated in this Agreement; and (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement under any Applicable Laws.

7.5. Antitrust Approval

(a) As soon as practicable after the Closing Date, on a date to be determined by Buyer, but not later than seven (7) calendar days after the Closing Date, the Buyer shall file with the relevant Antitrust Authority the mandatory notification Forms F0 and/or F1 as required by the Antitrust Law, and all necessary information and documentation in connection with the sale of the Shares to the Buyer, including the submission of Form F2, if requested, and shall promptly provide any supplemental information and documentation reasonably requested by said authority (“Antitrust Filings”). Closing under this Agreement will not be subject to the Antitrust Authority or the Antitrust Approval.

(b) Subject to Section 7.5(a), Buyer shall, and shall cause its Affiliates to, perform any and all actions in order to obtain the Antitrust Approval and shall decide on the timing of every Antitrust Filings as well as the best strategy as regards said presentations, meetings or communications to be held with the Antitrust Authority. Buyer shall, however keep Seller informed on a monthly basis (and with respect to any material development, promptly following the occurrence of such development) of the status of each Antitrust Filings. During the Pre-Closing Period, Buyer shall not, and shall cause its Affiliates not to, consummate, or enter into any contract to consummate or propose or publicly announce an intention to effect, any merger, acquisition or similar transaction that could be expected to materially adversely affect or materially delay the ability of Buyer to consummate the Transactions.

(c) Buyer hereby expressly acknowledges and undertakes that the entire risk and burden of the Antitrust Approval or the enactment of a Rejection Decision and any other Governmental Order issued by the Antitrust Authority rests exclusively and fully with Buyer, without any recourse against Seller and/or its Affiliates. Buyer shall be the sole responsible Party to perform any and all actions required by any Rejection Decision and any other Governmental Order issued by the Antitrust Authority in Argentina in connection with the purchase of the Shares. The transfer of the Shares and the full payment of the Purchase Price shall be final upon the execution of this Agreement, and in no event shall Buyer have any right or ability to rescind the Transactions. In no event shall the Shares be returned or transferred back to Seller, nor shall Seller be required to return any amount of the Purchase Price to Buyer. In furtherance of the foregoing and not in limitation of its obligations under this Section 7.5, Buyer acknowledges and agrees that if, following the Closing, the Antitrust Authority were to reject or condition in any way the Antitrust Approval, Seller shall be entitled to retain the Purchase Price in full and Buyer shall not be entitled to claim any total or partial reimbursement of the Purchase Price, any adjustment to the Purchase Price or any damages. In furtherance of the foregoing, Buyer shall (i) fully bear the entire risk and any eventual loss of value resulting from the need to sell any or all of the Shares to a third party, (ii) be solely responsible for finding a third-party buyer for any or all of the Shares, (iii) sell to such third party buyer all or any of the acquired Shares and (iv) indemnify, defend and hold harmless Seller and its Affiliates and each of their respective officers, directors, stockholders, managers, members and employees from and against any and all consequences, fines, penalties, Taxes and/or costs incurred or suffered by Seller and/or its Affiliates to the extent arising from, relating to or as a result thereof or a result of not obtaining, rejection or conditioning of, the Antitrust Approval. Seller shall have no obligation whatsoever to take, or omit to take, any action as a result of any rejection or conditioning of the Antitrust Approval and/or any action required by any Governmental Authority. Buyer and its Affiliates shall

not have any type of claims, rights and/or remedies against Seller and/or its Affiliates and Seller and its Affiliates shall be unconditionally released upon the Closing as a result of the eventual loss of value resulting from the need to sell the Shares to a third party, or the taking of any other action in connection with the rejection or conditioning of the Antitrust Approval and/or any other action required by any Governmental Authority.

(d) In furtherance and not in limitation of its obligations under this Section 7.5, Buyer shall at its sole risk, cost and expense, adopt any behavioral or structural remedies and take all actions necessary to obtain the Antitrust Approval, including offer and agree to

(a) an order or legally enforceable undertaking or otherwise providing for a divestiture, license or restructuring, (b) any restrictions on the activities of Buyer as are necessary to obtain the Antitrust Approval, (c) hold and keep separate the Company from Buyer and/or its Affiliates pending the issuance of a resolution by the Antitrust Authority; (d) oppose fully and vigorously any litigation relating to this Agreement, or the transactions contemplated hereby, including to appeal promptly any adverse decision, determination or order by any applicable Governmental Authority, it being understood that the costs and expenses of all such legal action shall be borne by Buyer; and (e) propose, negotiate, accept and agree to commitments and remedies required or requested by any Governmental Authority to obtain the Antitrust Approval. Notwithstanding anything to the contrary set forth herein, Buyer will not approve of the entry of any judgment or enter into any settlement or compromise that may in any way impact Seller or its Affiliates without the Seller’s prior written approval.

(e) Buyer shall be responsible for paying all fees, costs and expenses related to the Antitrust Filings (either before the Antitrust Authority, any other governmental authority and/or courts), including, without limitation, legal costs and attorney’s fees.

7.6. Tax Covenants

After the Closing Date, the Buyer and the Seller shall provide (or, in the case of Buyer, shall cause the Company to provide) such cooperation and information relating to the Tax matters of the Company (including Tax matters of the Seller relating to the Company or the Shares) relating to periods prior to the Closing or otherwise necessary to comply with any requirements from Governmental Authorities (including effectuating the terms of this Agreement relating to Taxes) as either Party may reasonably request. Any information obtained under this Section 7.6 shall be kept confidential except as provided in Section 7.8 and specifically, except as may be otherwise necessary in connection with filing any return, determining any Tax liability or right to a Tax refund, conducting or defending any examination, audit or other proceeding in respect of Taxes or in complying with any information regime. Notwithstanding the foregoing, neither the Seller nor the Buyer, nor any of their Affiliates, shall be required unreasonably to prepare any document or determine any information not then in its possession in response to a request under this Section 7.6.

7.7. Expenses and Finder’s Fees

The Seller, on one hand, and the Buyer, on the other hand, shall bear their respective expenses incurred in connection with the preparation, execution and performance of the Proposal and the acceptance thereof, and the Transactions contemplated hereby, including, without limitation, all fees and expenses of counsel, accountants, investment bankers, financial advisors and other agents and representatives, except as expressly

provided herein. The Seller, on one hand, and the Buyer, on the other hand, each represent and warrant to the other that the negotiations relative to this Agreement and the Transactions contemplated hereby have been carried on in such a manner so as not to give rise to any valid claims against the other Party or the Company for a brokerage commission, finder’s fee or other like payment.

7.8. Access to Information

Without limiting the provisions of Section 7.6, after the Closing Date, upon reasonable written notice, the Buyer and the Seller agree to furnish or cause to be furnished to each other and their Representatives, employees, counsel and accountants access, during normal business hours, such information relating to periods prior to the Closing or otherwise necessary to comply with any requirements from Governmental Authorities (including all the books of account pertinent to the Company) and assistance relating to the Company as is reasonably necessary for financial reporting and tax and accounting matters, or for any other equitable reasons; provided, however, that neither Seller nor the Buyer, nor any of their Affiliates, shall be required unreasonably to prepare any document or determine any information not then in its possession in response to a request under this Section 7.8.

7.9. Information Releases

The Seller and the Buyer agree that, from the date hereof, no public release or announcement concerning any aspect of the Transactions shall be issued by either Party without the prior consent of the other Party acting reasonably, except as such release or announcement may be required by Applicable Laws or rules of a securities exchange applicable to a Party, in which case the Party required to make the release or announcement shall allow the other Party reasonable time (not to exceed 12 hours) to comment on such release or announcement in advance of such issuance.

7.10. Registration of change of Directors

The Buyer agrees and undertakes to cause the Company to file the change of Directors of the Company before the CNV within ten (10) Business Days from the Closing Date.

7.11. Pen Drive.

Seller shall deliver the Pen Drive to the Buyer within fifteen (15) Business Days as from the Closing Date. Seller shall keep for themselves the other copy of the Pen Drive.

7.12. Buyer D&O Insurance.

Buyer covenants and agrees to cause the Company to maintain (and when, applicable, renew for at least during the six years after Closing) the existing run-off D&O insurance policy of the Company to cover existing and former board members of the Company with respect to those liabilities that may arise after the Closing from acts prior to the Closing with indemnity limit of at least US$ 5,000,000 (both per claim and in the aggregate).

SECTION VIII

TERMINATION

8.1 Termination Before Closing

(a) Seller or Buyer may terminate this Agreement at any time before Closing only in the following cases by delivering a written notice to the other Party to that effect (a “Termination Notice”):

(i) if Closing has not occurred by 11:59pm EST on the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a)(i) shall not be available to (A) the Buyer if the failure to consummate the Closing on or before the Outside Date was primarily due to the failure of the Buyer to perform any of its obligations under this Agreement or (B) the Seller, if the failure to consummate the Closing on or before the Outside Date was primarily due to the failure of Seller to perform any of their obligations under this Agreement; and/or

(ii) immediately upon an Event of Default, provided that this right may only be exercised by the non-defaulting / non-breaching Party; and/or

(iii)

immediately upon receipt of the YPF Exercise Notice.

(b) In case of termination of this Agreement pursuant to Section 8.1(a)(iii), no Party shall incur in any Liability towards the other Party and no Party shall be entitled to claim for damages, penalties or other amounts to the other Party as a consequence of such termination.

(d) In the event of termination of the Agreement by the Seller as provided in (i) Section 8.1(a)(i) solely if the failure to consummate the Closing was primarily due to the failure of the Buyer to perform any of its obligations under this Agreement or (ii) Section 8.1(a)(ii), the Down Payment Amount (including interest accrued under the Interest Rate) shall be retained by the Seller, without prejudice to any other rights Seller may have against Buyer for a breach of the Agreement or otherwise under any other theory of recovery. In the event of any other termination of this Agreement, the Seller shall return the Down Payment Amount to the Buyer, including interest accrued under the Interest Rate, for purposes of which Buyer shall provide to Seller a certificate duly legalized and apostilled evidencing that Buyer is a resident of Argentina. If it were not feasible to reimburse the Down Payment Amount directly to the Buyer based on Buyer not being able to receive the funds due to impediments of Applicable Laws, or due to Buyer not having a readily available bank account for receiving the funds or any other operational impediment, Buyer may instruct Seller to wire the Down Payment Amount to Kadesh and/or ACA to the extent Seller is allowed by Applicable Laws and provided further that Buyer shall bear any costs, Taxes or expenses derived in connection thereto.

(e) If either Party exercises its termination right pursuant hereto, the obligations of the Parties to complete any transactions pending pursuant to this Agreement shall terminate; provided that Sections 7.3, 7.7, 10.3, 10.5, 10.6 and 10.14 shall survive any termination of the Agreement.

8.2 No Termination After Closing

Neither Party may terminate or rescind this Agreement after Closing.

SECTION IX

INDEMNIFICATION

9.1. Survival of Representations, Warranties and Covenants

(a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date.

(b) The covenants and agreements of the Seller and the Buyer contained in this Agreement that by their terms survive the Closing or contemplate performance after the Closing shall survive the Closing, as applicable, in accordance with their terms.

(c) Notwithstanding the foregoing, any Legal Action for indemnification asserted in writing by an Indemnitee through the delivery of a notice in accordance with Section 9.5 to the Indemnifying Party prior to the expiration date of the applicable survival period shall thereafter not be barred and such Legal Action shall survive the expiration date of the applicable survival period until such Legal Action has been satisfied in full or otherwise finally resolved.

9.2. Indemnification by the Seller

(a) From and after the Closing, subject to the other terms and conditions of this Section IX, the Seller hereby agrees to defend, indemnify and hold the Buyer and Buyer’s successors and assigns, the Company (after Closing) and each of their respective Affiliates, officers, directors, equity holders, employees and agents (each, a “Buyer Indemnitee”) harmless from and against any and all direct losses, damages, liabilities, deficiencies, damages, Legal Actions, assessments, judgments, interest, penalties, costs and expenses (including without limitation, reasonable attorneys’ fees, court costs, interest and other expenses incurred in connection with the defense or prosecution of the indemnifiable claim) always excluding any indirect or consequential losses as defined under Applicable Laws (collectively the “Losses”) incurred or suffered by, or imposed on, such Buyer Indemnitee, to the extent caused by, resulting from or arising out of:

(i)

any breach of or inaccuracy in any representation or warranty of Seller set forth in this Agreement; and

(ii)

any failure of Seller to perform or comply with any of its covenants, agreements or obligations set forth in this Agreement.

(b) The Seller shall not be liable for any Losses based on or arising out of any breach of any representation or warranty of Seller contained in this Agreement if such matter is referred to and/or disclosed in any other provision or schedule of this Agreement and/or mentioned or included in the Virtual Data Room.

(c) The Seller shall not be liable for any Losses based on or arising out of any breach of any representation or warranty of Seller contained in this Agreement if such matter is referred to and/or disclosed with the CNV (Comisión Nacional de Valores) and/or IGJ (Inspección General de Justicia).

9.3. Indemnification by the Buyer

From and after the Closing, subject to the other terms and conditions of this Section IX, the Buyer hereby agrees to defend, indemnify and hold the Seller and Seller’s successors and assigns and each of their respective Affiliates, officers, directors, equity-holders, employees and agents (each, a “Seller Indemnitee”) harmless from and against any and all Losses, incurred or suffered by the Seller Indemnitee, to the extent caused by, resulting from or arising out of:

a) any breach of or inaccuracy in any representation or warranty of Buyer set forth in this Agreement;

b) any failure of the Buyer to perform or comply with any of its covenants, agreements or obligations set forth in this Agreement; and

c) the Antitrust Authority, any Antitrust Filings, the Antitrust Approval and/or a Rejection Decision howsoever arising.

9.4. Certain Limitations

The indemnification provided for in Section 9.2, Section 9.3(a) and Section 9.3(b) and Liability for any Legal Action under or in relation to this Agreement, howsoever arising, is subject to the following limitations:

(a) No Legal Action may be asserted against either Party for breach of any representation, warranty or covenant or claim for indemnification contained herein, unless written notice of such claim is received by such Party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant or claim for indemnification on which such claim is based ceases to survive as set forth in Section 9.1.

(b) Notwithstanding anything to the contrary contained in this Agreement:

(i) Seller’s de minimis amount. No Buyer Indemnitee shall be entitled to recover for any Losses pursuant to Section 9.2 (a)(i) unless such Losses attributable to such claim exceeds [***], failing which they shall be disregarded, released, and waived by the Buyer Indemnitees and not be indemnifiable by the Seller.

(A) Seller’s basket amount. No Buyer Indemnitee shall be entitled to recover for any Losses pursuant to Section 9.2 (a)(i) unless the aggregate of all such Losses attributable to all such claims exceeding the threshold in Section 9.4(b)(i) exceeds [***], in which case the Seller shall be liable only for the Losses in excess of such amount.

(B) Seller’s indemnities cap. The maximum aggregate amount of indemnifiable Losses which may be recovered by the Buyer Indemnitees from the Seller under or related to this Agreement, howsoever arising, shall be an amount equal to [***] of the Enterprise Value.

(ii) Seller shall not be obligated to indemnify the Buyer with respect to any Losses to the extent that a specific accrual or reserve for the amount of such Losses was reflected on the financial statements or the notes thereto; or to any Losses related to a contingency or Legal Action included in the Virtual Data Room, as set forth in Section 4.6 and 7.6.1(b).

(iii) Seller shall not be liable for any Losses based on or arising out of (a) any regulations or legal provisions not in force on the Closing Date, or any other variation or modification of any Applicable Laws or of their interpretation, or any change in the current general practice of any tax, social security or administrative authority made or entered into effect after the Closing Date, or (b) the application of accounting rules or principles different than those in force at the time of preparation of the financial statements, or (c) any Losses with cause or origin after the Closing Date or (d) any Losses included in the Closing Statement and/or which have been considered for purposes of determining the Adjustment Amount; and

(iv) Except for damages awarded by a final judgment or settlement in relation to a Third Party Claim, neither Seller nor Buyer shall be liable under any provision of this Agreement or otherwise in connection with the Transactions contemplated in this Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of chances or opportunity relating to the breach or alleged breach of this Agreement.

(v) Notwithstanding anything to the contrary contained herein, any limitations on a Party’s ability to recover Losses set forth in this Agreement shall not apply to any Losses that a court of competent jurisdiction in a final judgment not subject to appeal determines resulted from fraud on the part of any of the individuals listed on Schedule 1.1(a), provided, however, that the maximum cumulative amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from any such fraud shall not in any event exceed the amount of the Purchase Price.

(c) For all purposes of this Section IX, “Losses” shall be net of any insurance or other recoveries received by the Buyer Indemnitee or Seller Indemnitee in connection with the facts giving rise to the right of indemnification (net of any related costs and expenses reasonably incurred by the Indemnitee and reasonable attorneys’ fees). In the event that Buyer causes the Company to reduce the coverage of any insurance policy of the Company in effect at Closing, then any Losses indemnified to the Buyer shall be limited to the amount of any Liability or damage that remains after deducting therefrom the insurance proceeds that the Company would have been entitled to receive under the insurance policy that was effective as of the Closing Date had the coverage under such insurance policy not been so reduced.

The Indemnitee shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses for which it actually received indemnification under this Agreement; provided that if any recovery is actually realized by such Indemnitee after having previously received indemnification under this Agreement from an Indemnifying Party, such Indemnitee shall promptly tender to the respective Indemnifying Party an amount equal to the lesser of (i) the aggregate amount of the recovery and (ii) the amount paid by the Indemnifying Party (net of any related costs and expenses reasonably incurred by the Indemnitee and reasonable attorneys’ fees).

Seller and Buyer shall be liable, pursuant to the terms of this Agreement, to any Buyer Indemnitee or Seller Indemnitee, as applicable, to the extent such Losses are payable pursuant to a final, non-appealable judgment or order in connection with the final determination or settlement of a Third Party Claim; provided, however, that the above shall not apply if: (i) such Losses derive or arise from a Legal Action other than a Third Party Claim (a “Direct Claim”), or (ii) the relevant payment made in connection with such Losses was required as a condition for purposes of being able to continue with the challenge or discussion of such Third Party Claim against the relevant third party, or (iii) the relevant recourse, challenge or appeal has no suspensive effect as regards the Third Party Claim.

(d) The Buyer and the Seller shall cooperate with each other with respect to resolving any Legal Action or Liability with respect to which one party is obligated to indemnify the other party hereunder, including by making commercially reasonable efforts to mitigate any such Legal Action or Liability, provided, however, that no Party shall be required to make any such efforts if they would be detrimental in any material respect to such Party.

(e) For the purposes of the limitations in Sections 9.4(b)(i)(i) and (i)(ii) and for the purposes of indemnification payments to be me made to an Indemnitee, any amount in Pesos shall be converted to Dollars at the Blue Chip Swap Rate, without prejudice to the dispositions set forth in Section 10.17.

(f) The amount of any indemnity provided in this Section IX shall be reduced by the amount of any actual reduction for Taxes available to the Indemnitee (and, in case the Indemnitee is the Buyer, available to the Company as well) as a result of the Losses giving rise to such indemnity claim. If the indemnity amount is paid prior to the Indemnitee realizing any actual reduction for Taxes in connection with the Losses giving rise to such payment, and the Indemnitee subsequently realizes such actual reduction for Taxes, then the Indemnitee shall pay the amount of such actual reduction in payments for Taxes to the other Party within five (5) Business Days as from such realization.

(g) With respect to Losses suffered by the Company which are indemnifiable by Seller to a Buyer Indemnitee under this Section IX, it is hereby clarified, agreed and understood that Seller shall only be obliged to indemnify [***] of the actual Losses suffered by the Company.

(h) The limitations in this Section 9.4 shall not apply to indemnity under Section 9.3(c).

9.5. Indemnification Procedures

(a) Direct Claims. Any Party entitled to indemnification pursuant to Section 9.2 or Section 9.3 (an “Indemnitee”) on account of Losses resulting from a Direct Claim shall notify the Party liable for indemnification pursuant thereto (the “Indemnifying Party”) within thirty (30) days after becoming aware of the facts giving rise to the Direct Claim and shall provide to the Indemnifying Party, as soon as practicable thereafter, a reasonably

detailed description of the facts giving rise to the Direct Claim and indicate the estimated amount, if reasonably practicable to estimate, of the Losses that have been sustained by the Indemnitee. Notwithstanding the foregoing, the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any Liability that it may have to any Indemnitee, except to the extent that the Indemnifying Party shall have been actually prejudiced by the Indemnitee’s failure to give such notice. The Indemnifying Party shall have a period of thirty (30) days within which to respond to any notification of a Direct Claim. If the Indemnifying Party does not respond within such 30-day period, the Indemnifying Party will be deemed to have rejected such Direct Claim. If the Indemnifying Party rejects all or any part of such Direct Claim, the Indemnifying Party and the Indemnitee shall attempt in good faith for thirty (30) days to resolve such Claim. If no such agreement can be reached through good faith negotiation within thirty (30) days, either the Indemnifying Party or the Indemnitee may commence an action in accordance with Section 10.6.

(b) Third Party Claims. In the event that an Indemnifying Party may be required to indemnify an Indemnitee against any Legal Action made or brought by a third party, indemnification shall be provided in accordance with the following procedures:

(i) Upon receipt by an Indemnitee of notice of the commencement of any action by a third party in connection with a Legal Action subject to indemnification hereunder (a “Third Party Claim”) against it, such Indemnitee shall, if a Legal Action is to be made against an Indemnifying Party under this Section IX, give notice to the Indemnifying Party of the commencement of such Third Party Claim as soon as practicable and in no event later than seven (7) Business Days after the Indemnitee shall have been served with process (or such lesser number of days as may be reasonably required for the Indemnifying Party to comply with any court or administrative proceeding in the event of a matter litigated before a Governmental Authority, but under no circumstance beyond half of the expiration term available), but the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any Liability that it may have to any Indemnitee, except to the extent that the Indemnifying Party’s defense of such Third Party Claim has been prejudiced by the Indemnitee's failure to timely give such notice. Such notice by the Indemnitee shall describe the Third-Party Claim in reasonable detail, include copies of all material documents included in the notice of the Third Party Claim and indicate the estimated amount, if reasonably practicable to estimate, of the Losses that have been or may be sustained by the Indemnitee.

(ii) Within five (5) Business Days from the delivery of the notice of the Third Party Claim, or such shorter term as may be required in such notice due to the nature of the Third-Party Claim (the “Acceptance Period”), the Indemnifying Party shall send to the Indemnitee an acceptance notice or a non-acceptance notice. Subject to the terms of this Agreement, if, within the Acceptance Period the Indemnifying Party does not deliver to the Indemnitee the acceptance or the non-acceptance notice, then it will be considered that the Indemnifying Party has not accepted the Third-Party Claim and the Liability of the Indemnified Party under indemnification determined therein. If the Indemnifying Party accepts the Third-Party Claim, it shall have the right, but not the obligation, to participate in or, by giving written notice to the Indemnitee, to assume the defense of any Third-Party Claim at the Indemnifying Party’s exclusive expense and by the Indemnifying Party’s own counsel satisfactory to the Indemnitee, and the Indemnitee shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 9.5 (b)(iii), it shall have

the right to take such action as it reasonably deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnitee. The Indemnitee shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnitee in writing of its election to defend as provided in this Agreement, the Indemnitee may defend, contest or otherwise protect against such Third Party Claim, provided, however, that the Indemnitee may only settle or compromise the Third Party Claim with the consent of the Indemnifying Party. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available records relating to such Third-Party Claim. The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim if and to the extent (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation, or investigation, or (ii) the Third Party Claim seeks an injunction or equitable relief against the Indemnitee or any of its Affiliates or their respective Representatives.

(iii) Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed). If a firm offer is made to settle a Third-Party Claim without leading to any Liability or the creation of a financial or other obligation on the part of the Indemnitee and provides for the unconditional and complete release of each Indemnitee from any and all Liabilities and obligations in connection with such Third-Party Claim and does not include any express admission of Liability, fault or wrongdoing on the part of the Indemnitee, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnitee. If the Indemnitee fails to consent to such firm offer within five (5) Business Days after its receipt of such notice, the Indemnitee may continue to contest or defend such Third-Party Claim and, in such event, the maximum Liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnitee fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim on the terms set forth in such firm offer to settle such Third-Party Claim.

(c) Payment. Losses in connection with any Legal Action for indemnification under Section 9.2 or Section 9.3 shall be paid by the Indemnifying Party to the Indemnitee within five (5) Business Days as from the date in which it is finally determined. Any Legal Action, and the Liability for and the amount of the related Losses, shall be deemed to be “finally determined” for purposes of this Section 9.5(c) when the parties to such action have so determined by mutual agreement or, if disputed, when a final award, judgment or ruling is entered concerning the amount of the related Losses and the Indemnifying Party’s Liability therefor.

(d) Exclusive Remedies. Except for the remedy of specific performance as provided in Section 10.15 and the indemnity set forth in Section 7.5(c), each Party acknowledges and agrees that, from and after Closing, its sole and exclusive remedy with respect to any and all Legal Actions for any breach of or inaccuracy in any representation or warranty, or any failure to perform or comply with any covenant or agreement set forth herein or otherwise relating to the subject matter of this Agreement shall be pursuant to the

indemnification provisions set forth in this Section IX. In furtherance of the foregoing, from and after the Closing, except as set forth in Section 7.5(c), each Party hereby waives, to the fullest extent permitted under Applicable Laws, any and all rights, Legal Actions and causes of action for any breach of or inaccuracy in any representation or warranty, or any failure to perform or comply with any covenant or agreement, set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Party hereto and its Affiliates or Representatives arising under or based on any Applicable Laws, except pursuant to the indemnification provisions set forth in this Section IX. Nothing in this Section 9.5(d) shall limit any Person’s right to seek and obtain any specific performance to which such Person is entitled.

SECTION X

MISCELLANEOUS

10.1. Cooperation

Each of the Parties hereto shall use its reasonable best efforts to take or cause to be taken all reasonable actions to cooperate with the other Party hereto and to do or cause to be done all reasonable things necessary, proper or advisable to consummate and make effective the Transactions.

10.2. Waiver

Any failure of the Seller to comply with any of its obligations or agreements herein contained may be waived only in writing signed by the Buyer. Any failure of the Buyer to comply with any of its obligations or agreements herein contained may be waived only in a writing signed by the Seller. No failure or delay by any Party in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

10.3. Notices

All notices, requests, consents, Legal Actions, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.3):

(a) If to the Seller, to:

Agrium Holdco Spain S.L.

Calle del Príncipe de Vergara 112, 4th floor - 28002 Madrid - Spain

At.: [***]

E-mail: [***]

with copies to:

Bomchil

Av. Corrientes 420 (C1043AAR)

City of Buenos Aires, Argentina

At: [***]

E-mail: [***]

and

Jones Day

250 Vesey Street

New York, NY 10281

At.: [***]

E-mail: [***]

(b) If to the Buyer, to:

Avaldi S.A.

Av. Leandro N.Alem 882 piso 13, Ciudad de Buenos Aires.

At.:[***]

E-mail: [***]

with copies to:

Marval O´Farrell Mairal

Av. Leandro N.Alem 882 piso 13, Ciudad de Buenos Aires.

At.: [***]

E-mail: [***]

Such names and addresses may be changed by written notice to each person listed above.

10.4. Governing Language

This Agreement is in the English language only, which shall be controlling in all respects, and all versions hereof in any other language shall be for accommodation only and shall not bind the Parties hereto. All communications pursuant to this Agreement shall be in English.

10.5. Governing Law

This Agreement shall be governed and interpreted in accordance with the laws of the State of New York, United States of America, without regard to its conflict of laws rules that would require the application of the laws of another jurisdiction.

10.6. Dispute Resolution

The Parties shall attempt to resolve amicably through negotiations any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination (the “Dispute”). The Parties shall first refer any Dispute to their executive management for discussion and resolution through a written notice.

Any Dispute not so resolved within thirty (30) days following reference to the executive management of the Parties may be resolved through arbitration upon the written notice from either Party. Such Disputes shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by three arbitrators. Each Party shall appoint one (1) arbitrator and the two (2) arbitrators so appointed shall appoint the third arbitrator who shall serve as chairman of the arbitration panel and shall not be an Argentine citizen or resident.

The seat of the arbitration shall be the city of Miami, State of Florida, United States of America. The language of the arbitration shall be English.

The arbitral tribunal shall resolve in law and not ex aequo et bono, in accordance with the laws of the State of New York, United States of America.

This arbitration clause shall be governed by the laws of the State of New York, United States of America, and considered as autonomous and as an independent agreement from the other terms contained in this Agreement. A decision by the arbitral tribunal that this Agreement is null and void shall not entail ipso jure the invalidity of this arbitration clause. The arbitral tribunal may rule on its own jurisdiction, including any objections with respect to the existence, validity or effectiveness of this arbitration clause.

The arbitration award shall be final and binding to the Parties who, with the maximum scope permitted by the law, waive any right they may otherwise have under the laws of any jurisdiction to any form of appeal or to a judicial review of the arbitral award. The Parties agree that any award may be recognized and enforced in any court having jurisdiction.

The arbitral tribunal shall have the power to grant any relief that it deems appropriate, whether provisional or final, including but not limited to conservatory relief and injunctive relief. Despite the terms provided in this clause, any of the Parties may request the judge having jurisdiction a precautionary measure or other injunctive relief.

10.7. Further Assurances

From time to time after the Closing, the Seller shall execute and deliver, or cause to be executed and delivered, such documents to the Buyer as the Buyer shall reasonably request in order to consummate more effectively the Transactions, and from time to time after the Closing, the Buyer shall execute and deliver, or cause to be executed and delivered, such documents to the Seller as the Seller shall reasonably request in order to consummate more effectively the Transactions.

10.8. Headings

The section and paragraph headings contained in this Proposal are for reference purposes only and shall not affect in any way the meaning or interpretation of this Proposal.

10.9. Entire Agreement

This Agreement, including the Exhibits and Schedules hereto and the documents referred to herein (and including any standalone guarantee which may be granted in connection hereto), embodies the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter.

10.10. Amendment and Modification

This Agreement may be amended or modified only by written agreement of the Parties hereto.

10.11. Binding Effect; Benefits

This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. Except as set forth in SECTION IX with respect to Buyer Indemnitees and Seller Indemnitees, nothing in this Agreement, express or implied, is intended to confer on any Person other than the Parties hereto and their respective successors and assigns any rights, remedies, obligations or Liabilities under or by reason of this Agreement.

10.12. Assignability

The rights and obligations of the Parties hereunder may not be assigned without the prior written consent of the other Party, which shall not be unreasonably withheld or denied.

10.13. Severability

If any provision (or a portion of a provision) of this Agreement or the application of any such provision (or part thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision (or part thereof) to any other persons or circumstances.

10.14. Costs

Unless otherwise expressly provided herein, each Party shall bear its own costs incidental to the negotiation, preparation, execution and delivery of this Agreement and the performance of its obligations hereunder.

10.15. Specific Performance

The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to (i) specific performance of the terms thereof, (ii) injunctive relief from time to time to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without the requirement of posting any bond or other indemnity, (iii) any other remedy to which they are entitled under the terms of SECTION IX of this Agreement, under law, or equity. No Party shall raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Agreement, and to specifically enforce the terms of this Agreement, to prevent breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Agreement.

10.16. Exchange Rate. Dollar Amounts

Unless otherwise provided for herein (in particular but not limited to Section 10.17), in all cases hereunder in which Dollar amounts must be converted into another currency or vice versa, the Exchange Rate shall be applied.

All debts arising hereunder, including without limitation amounts to be indemnified, shall be in Dollars. Any debts or any other amount denominated in other currency shall be converted into Dollars at the Exchange Rate.

10.17. Payment

All payments arising hereunder among the Parties, including without limitation amounts to be indemnified, shall be paid in Dollars, in immediately freely available funds into an account outside of Argentina to be informed by each of the beneficiaries of such payment, provided, however, that any Losses incurred by the Company in Pesos (including Losses denominated in Dollars but payable in Pesos) subject to indemnification by the Seller in accordance with Section IX shall be paid, at the Seller’s sole option, (i) by delivering Pesos to the Company through itself or one of its Affiliates, in an amount equal to 50% of the Losses incurred by the Company, or (ii) by delivering to the Company or to Buyer an amount of Dollars equivalent to the amount of Pesos equal to 50% of the Losses incurred by the Company, calculated pursuant to the implied exchange rate obtained through the purchase in Pesos of an Argentine public debt instrument denominated in Dollars and/or any other public or private bond or security issued in Argentina and denominated in Dollars negotiable in the Argentine securities markets (the “Dollar Securities”) and the sale of said Dollar Securities in a foreign stock market in Dollars according to the publication made on the corresponding calculation date by the newspaper El Cronista Comercial on its website www.cronista.com (or any other website where the quote is published if it stops publishing it) (the “Blue Chip Swap Rate”); this calculation shall be done without any deduction on account of fees (including brokerage or similar fees), costs, expenses and taxes usually payable for this type of transactions.

Each of the Parties hereby expressly, irrevocably and unconditionally accepts that, if applicable, the risks of delivering immediately freely available Dollars outside of Argentina to make any corresponding payments hereunder will be in charge of such Party. Furthermore, any circumstance that may affect the free availability of Dollars, the fluctuation of prices thereof or the inability to access foreign exchange market (including the denial or approval of the authorization to transfer Dollars by any governmental entity, if necessary at the time) will not be considered an extraordinary or unpredictable event, in accordance with Applicable Laws.

10.18. Stamp Tax

Any stamp tax, if at any time is due and is required to be paid in connection with the Transactions, shall be borne by Buyer, together with interest, charges, fines or penalties with respect thereto.

10.19. Counterparts

This Agreement shall become binding and enforceable against each of the Parties upon the execution and delivery of the Proposal by the Buyer and the acceptance thereof by the Seller. Each of the Proposal and the acceptance thereof may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to the Proposal or the acceptance thereof by e-mail shall be effective as delivery of a manually executed counterpart of the same.

10.20. Actions Involving YPF

(a) Cooperation and Consent of YPF. The Parties acknowledge that YPF holds the remaining 50% of the capital stock and voting rights of the Company. Consequently, certain actions required from the Seller under this Agreement, including but not limited to the covenants set forth in Section 7.1, the convening and holding of board of directors’ and shareholders' meetings at Closing, and any other corporate actions that necessitate the involvement or approval of YPF, are subject to the consent and cooperation of YPF.

(b) Reasonable Efforts Commitment. Seller agrees to use reasonable efforts to obtain the necessary consent and cooperation from YPF to perform any actions required under this Agreement. However, Seller’s obligations with respect to such actions shall be limited to using reasonable efforts, and Seller shall not be deemed to be in breach of this Agreement if it is unable to perform such actions due to the lack of consent or cooperation from YPF.

(c) No Liability for YPF’s Actions. Seller shall not be liable for any failure to perform any actions required under this Agreement to the extent that such failure is due to the lack of consent or cooperation from YPF. The Buyer acknowledges and agrees that the Seller’s obligations under this Agreement are subject to the limitations set forth in this Section 10.20.

10.21. Non Recourse

No claim or liability of any kind arising out of or relating to this Agreement may be asserted against any person who is not a signatory to this Agreement, including any Affiliate or individual whose knowledge is attributed to a Party (a “Non-Party”). No Non-Party shall have any personal liability under this Agreement. This does not limit any liability of any Person who is a guarantor under a guaranty or similar agreement delivered in connection with this Agreement. This provision survives termination and is for the benefit of each Non-Party as a third-party beneficiary.

Index of Schedules to Share Purchase Agreement

Schedule 1.1(a)	Sellers Knowledge
Schedule 1.1(b)	Profertil Shareholders’ Agreement
Schedule 2.2(a)(i)	Seller’s Bank Account
Schedule 2.3(b)	Illustrative Calculations
Schedule 2.6(a)	ROFR Notice
Schedule 2.7(a)(iii)	Accession to the Shareholders’ Agreement of Profertil S.A.
Schedule 2.7(b)(i)	Directors and Statutory Supervisors Committee Resignation
Schedule 2.7(b)(ii)	Notice of Transfer
Schedule 2.7(b)(iii)	Closing Meeting Minutes
Schedule 3.3	Approvals and Consents
Schedule 3.4	Absence of Conflicts
Schedule 3.6	Incorporation Documents of the Company
Schedule 4.1	Buyer Constituent Documents and Approvals
Schedule 7.1	Ordinary Course

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of Adecoagro S.A. of our report dated April 24, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Adecoagro S.A.'s Annual Report on Form 20-F for the year ended December 31, 2024. We also consent to the reference to us under the heading “Experts”in such Registration Statement.

/s/ PRICE WATERHOUSE & CO. S.R.L.

/s/ Eduardo Alfredo Loiácono (Partner)

Eduardo Alfredo Loiácono

Buenos Aires, Argentina.

December 1, 2025.

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement on Form F-3 of Adecoagro S.A. of our report dated November 28, 2025 relating to the financial statements of Profertil S.A. as of December 31, 2024 and 2023 and for each of the two years in the period ended December 31, 2024, appearing in the Form 6-K of Adecoagro S.A. filed on December 1, 2025. We also consent to the reference to us under the heading “Experts” of this Registration Statement.

/s/ Deloitte & Co. S.A.

Buenos Aires, Argentina

December 1, 2025

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

F-3

ADECOAGRO S.A.

Table 1: Newly Registered and Carry Forward Securities


Line Item Type	Security Type	Security Class Title	Notes	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee

Newly Registered Securities
Fees to be Paid	Equity	Common Shares, par value $1.50 per share	(1)	457(o)		$	$	500,000,000.00	0.0001381	$	69,050.00
Fees to be Paid	Other	Rights to Subscribe for Common Shares	(2)	457(o)		$	$	0.00	0.0001381	$	0.00

Total Offering Amounts:							$	500,000,000.00			69,050.00
Total Fees Previously Paid:											0.00
Total Fee Offsets:											0.00
Net Fee Due:										$	69,050.00

__________________________________________
Offering Note(s)

(1)

There are being registered under this registration statement such indeterminate number of securities of each identified class being registered as may be sold by the registrant from time to time, which collectively shall have an aggregate initial offering price not to exceed $500,000,000.

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933 with respect to the securities to be sold by the registrant. In no event will the aggregate offering price of all securities sold from time to time pursuant to this registration statement exceed $500,000,000.

(2)