Adecoagro : 20-F 2016 Annual Report

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F

	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
	ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED ON DECEMB ER 31, 2016
OR
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
OR
	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report

CO MMISSIO N FILE NUMBER: 001-35052 Adecoagro S.A.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant's name into English)

Grand Duchy of Luxembourg

(Jurisdiction of incorporation or organization)

Vertigo Naos Building, 6, Rue Eugè ne Ruppert, L - 2453 Luxembourg Te l: +352.2644.9372

(Address of principal executive offices)

Gorka Fernandez Matute

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

Email: gorka.fernandezmatute @intertrustgroup.com

Tel: [phone]

(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act:

Ti tle of Each Class	Name of Each Exchange on Which Registered
Common Shares	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

The number of outstanding shares of each of the issuer's classes of capital stock

as of December 31, 2016: 121,143,497 Common Shares, par value $1.50 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes  No 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes  No 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such fi ling requirements for the past 90 days.

Yes  No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). (*) Yes  No 

(*) This requirement does not apply to the registrant in respect of this filing.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or non -accelerated filer. See definition of " accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. . 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

1. GAAP  International Financial Reporting Standards as issued by the International Accounting Standards Board  Other 

   If " Other" has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow: Item 17  Item 18 

   If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

   TABLE OF CONTENTS

   FORWARD-LOOKING STATEMENTS iv

   PRESENTATION OF FINANCIAL AND OTHER INFORMATION v

   PART I 1

   Item 1. Identity of Directors, Senior Management and Advisers 1

   Item 2. Offer Statistics and Expected Timetable 1

   Item 3. Key Information 1

2. SELECTED FINANCIAL DATA 1

3. CAPITALIZATION AND INDEBTEDNESS 10

4. REASONS FOR THE OFFER AND USE OF PROCEEDS 10

5. RISK FACTORS 10

Item 4. Information on the Company 43

1. HISTORY AND DEVELOPMENT OF THE COMPANY 43

2. BUSINESS OVERVIEW 47

3. ORGANIZATIONAL STRUCTURE 88

4. PROPERTY, PLANTS AND EQUIPMENT 88

Item 4B. Unresolved Staff Comments 88

Item 5. Operating and Financial Review and Prospects 88

1. OPERATING RESULTS 90

2. LIQUIDITY AND CAPITAL RESOURCES 120

3. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. ..125 D. TREND INFORMATION 126

1. OFF-BALANCE SHEET ARRANGEMENTS 126

2. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS 126

3. SAFE HARBOR 127

Item 6. Directors, Senior Management and Employees 127

1. DIRECTORS AND SENIOR MANAGEMENT (traer de Annual Report) 127

2. COMPENSATION 131

3. BOARD PRACTICES 131

4. EMPLOYEES 135

5. SHARE OWNERSHIP 135

Item 7. Major Shareholders and Related Party Transactions 139

1. MAJOR SHAREHOLDERS 139

2. RELATED PARTY TRANSACTIONS 140

3. INTERESTS OF EXPERTS AND COUNSEL 141

Item 8. Financial Information 141

1. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION 141

2. SIGNIFICANT CHANGES 142

Item 9. The Offer and Listing 142

1. OFFER AND LISTING DETAILS 143

2. PLAN OF DISTRIBUTION 143

3. MARKETS 144

4. SELLING SHAREHOLDERS 144

5. DILUTION 144

6. EXPENSES OF THE ISSUE 144

Item 10. Additional Information 144

1. SHARE CAPITAL 144

2. MEMORANDUM AND ARTICLES OF ASSOCIATION 144

3. MATERIAL CONTRACTS 153

4. EXCHANGE CONTROLS 153

5. TAXATION 154

6. DIVIDENDS AND PAYING AGENTS 160

7. STATEMENT BY EXPERTS 160

8. DOCUMENTS ON DISPLAY 161

9. SUBSIDIARY INFORMATION 161

Item 11. Quantitative and Qualitative Disclosures About Market Risk 161

Item 12. Description of Securities Other than Equity Securities 161

1. DEBT SECURITIES 161

2. WARRANTS AND RIGHTS 161

3. OTHER SECURITIES 161

4. AMERICAN DEPOSITORY SHARES 161

PART II 161

Item 13. Defaults, Dividend Arrearages and Delinquencies 161

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 161

Item 15. Controls and Procedures 161

Item 16. 162

1. Audit Committee Financial Expert 162

2. Code of Ethics 164

3. Principal Accountant Fees and Services 164

4. Exemptions from the Listing Standards for Audit Committees 165

5. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 165

6. Change in Registrant's Certifying Accountant 166

7. Corporate Governance 166

8. Mine Safety Disclosure 168

PART III 168

Item 17. Financial Statements 168

Item 18. Financial Statements 168

Item 19. Exhibits 168