ADECOAGRO S.A. R.C.S. Luxembourg: B 153.681 (the "Company")
Convening Notice to the
Annual General Meeting of Shareholders (the "AGM") to be held on April 19, 2017 at 4.pm (CET) and
Extraordinary General Meeting of Shareholders (the "EGM") to be held on April 19, 2017, right thereafter the AGM
at Vertigo Naos Building, 6 Rue Eugène Ruppert, L - 2453 Luxembourg Dear Shareholders,
The Board of Directors of Adecoagro S.A. (the "Board") is pleased to invite you to attend the Annual General Meeting of Shareholders of Adecoagro S.A. to be held on April 19, 2017 at 4 pm (CET) at the registered office of the Company in Luxembourg and the Extraordinary General Meeting of Shareholders of Adecoagro S.A. to be held on April 19, 2017 right thereafter the AGM at the registered office of the Company in Luxembourg, with the following agendas:
A. Agenda for the Annual General Meeting of ShareholdersApproval of the Consolidated Financial Statements as of and for the years ended December 31, 2016, 2015, and 2014.
The Board of Directors of the Company recommends a vote FOR approval of the Company's consolidated financial statements as of December 31, 2016, 2015 and 2014, after due consideration of the reports from each of the Board and the independent auditor on such consolidated financial statements. The consolidated balance sheets of the Company and its subsidiaries and the related consolidated income statements, consolidated statements of changes in shareholders' equity, consolidated cash flow statements and the notes to such consolidated financial statements, the report from the independent auditor on such consolidated financial statements and management's discussion and analysis on the Company's results of operations and financial condition are included in the Company's 2016 annual report, a copy of which is available on Company's website at www.adecoagro.com. Copies of the Company's 2016 annual report are also available free of charge at the Company's registered office in Luxembourg, between 10:00 a.m. and 5:00 p.m., Luxembourg time.
Approval of the Company's annual accounts as of December 31, 2016.
The Board recommends a vote FOR approval of the Company's annual accounts as of December 31, 2016, after due consideration of the Board's management report and the report from the independent auditor on such annual accounts. These documents are included in the Company's 2016 annual report, a copy of which is available on
our website at www.adecoagro.com. Copies of the Company's 2016 annual report are also available free of charge at the Company's registered office in Luxembourg, between 10:00 a.m. and 5:00 p.m., Luxembourg time.
Allocation of results for the year ended December 31, 2016.
The Consolidated Financial Statements show a gain of US$3,739,856 and the statutory solus account of the Company under Luxembourg GAAP show a gain of US$1,548,327 on a standalone basis. The Board recommends a vote FOR the carry forward of such gain.
Vote on discharge (quitus) of the members of the Board of Directors for the proper exercise of their mandate during the year ended December 31, 2016.
In accordance with applicable Luxembourg law and regulations, it is proposed that, upon approval of the Company's annual accounts as of December 31, 2016, all who were members of the Board during the year 2016, be discharged from any liability in connection with the management of the Company's affairs during such year.
The Board recommends a vote FOR the discharge (quitus) of the members of the Board of Directors for the proper exercise of their mandate during the year ended December 31, 2016.
Approval of compensation of members of the Board of Directors for year 2016.
The compensation of the Company's directors is approved annually at the ordinary general shareholders' meeting.
The Board informs that the compensation to our directors approved at the Annual General Meeting held on April 20, 2016 (the "AGM 2016") was allocated as follows:
Name
Cash US$
Restricted Units
Abbas Farouq Zuaiter
70,000
3,987
Alan Leland Boyce
70,000
3,987
Plínio Musetti
70,000
3,987
Andrés Velasco Brañes
70,000
3,987
Mark Schachter
50,000
3,987
Marcelo Vieira
50,000
3,987
Guillaume van der Linden
70,000
3,987
Mariano Bosch (*)
-
-
Daniel González
50,000
3,987
Dwight Anderson (**)
35,462
2,828
Walter Marcelo Sánchez (*)
-
-
James David Anderson (**)
14,538
1,159
Total approved by AGM 2016
550,000
35,883
(*) Mr. Mariano Bosch and Mr. Walter Marcelo Sánchez declined and therefore did not receive their fees neither in cash nor in restricted units.
(**) Mr. Dwight Anderson resigned as member of the Board and therefore received compensation proportional to the term of his mandate. Mr. James David Anderson was appointed (co-opted) as member of the Board to fill in the vacancy caused by the resignation of Mr. Dwight Anderson and therefore received compensation proportional to the term of his mandate.
The Board recommends a vote FOR the allocation of compensation of directors for year 2016.
Approval of compensation of members of the Board of Directors for year 2017.
The compensation of the Company's directors is approved annually at the ordinary general shareholders' meeting.
The proposed aggregate compensation to our directors for year 2017 amounts to up to US$550,000 and a grant of restricted units of up to an aggregate amount of 37,098 units under the Adecoagro's Amended and Restated Restricted Share and Restricted Stock Unit Plan, as amended, allocated as follows:
Name
Cash US$
Restricted Units
Abbas Farouq Zuaiter
70,000
4,122
Alan Leland Boyce
70,000
4,122
Plínio Musetti
70,000
4,122
Andrés Velasco Brañes
70,000
4,122
Mark Schachter
50,000
4,122
Marcelo Vieira
50,000
4,122
Guillaume van der Linden
70,000
4,122
Mariano Bosch (*)
-
-
Daniel González
50,000
4,122
James David Anderson
50,000
4,122
Walter Marcelo Sánchez (*)
-
-
(*) Mr. Mariano Bosch and Mr. Walter Marcelo Sánchez declined and therefore will not receive their fees neither in cash nor in restricted units.
The Board recommends a vote FOR the proposed compensation of directors for year 2017.
Appointment of PricewaterhouseCoopers Société Coopérative, réviseur d'entreprises agréé as auditor of the Company for a period ending at the general meeting approving the annual accounts for the year ending December 31, 2017.
The Board recommends a vote FOR the re-appointment of PricewaterhouseCoopers Société Coopérative, réviseur d'entreprises agréé as auditor of the Company for a term ending for a period ending at the general meeting approving the annual accounts for the year ending December 31, 2017.
Election of the following members of the Board of Directors: (i) Mr. Mariano Bosch, Mr. Plínio Musetti and Mr. Daniel González for a term of three (3) years each, ending the date of the Annual General Meeting of Shareholders of the Company to be held in year 2020;
(ii) Mr. James David Anderson for a term of two (2) years, ending the date of the Annual General Meeting of Shareholders of the Company to be held in year 2019, and (ii) Mr. Marcelo Vieira and Mr. Walter Marcelo Sanchez for a term of one (1) year each, ending the date of the Annual General Meeting of Shareholders of the Company to be held in year 2018.
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 shall be eligible for re- election indefinitely.
The Board recommends a vote FOR the re-election of Mr. Mariano Bosch, Mr. Plínio Musetti and Mr. Daniel González, each as member of the Board, for a term of three (3) years each, ending the date of the Annual General Meeting of Shareholders of the Company to be held in year 2020; the election of Mr. James David Anderson as member of the Board, for a term of two (2) years, ending the date of the Annual General Meeting of Shareholders of the Company to be held in year 2019, and the re-election of Mr. Marcelo Vieira and Mr. Walter Marcelo Sánchez, for a term of one (1) year each, ending the date of the Annual General Meeting of Shareholders of the Company to be held in year 2018.
Set forth below is a summary biographical information of each of the candidates:
Mariano Bosch. Mr. Bosch co-founded Adecoagro in 2002 and since then has been the Chief Executive Officer and a member of the Company's board of directors. From 1995 to 2002, Mr. Bosch served as the founder and Chief Executive Officer of BLS Agribusiness, an agricultural consulting, technical management and administration company. Mr. Bosch is also currently a member of the advisory board of Teays River Investments LLC, a farmland investment management firm in North America. Mr. Bosch has over 22 years of experience in agribusiness development and agricultural production. He actively participates in organizations focused on promoting the use of best practices in the sector, such as the Argentine Association of Regional Consortiums for Agricultural Experimentation (AACREA) and the Conservational Production Foundation (Producir Conservando). He graduated with a degree in Agricultural Engineering from the University of Buenos Aires. Mr. Bosch is an Argentine citizen.
Plínio Musetti. Mr. Musetti has been a member of the Company's board of directors since 2011 and an observer since 2010. Mr. Musetti is a Managing Partner of Janos Holding responsible for long term equity investments for Family offices in Brazil, following his role as Partner of Pragma Patrimonio, since June 2010. From 2008 to 2009, Mr. Musetti served as the Chief Executive Officer of Satipel Industrial S.A., leading the company's initial public offering process, expansion plan and merger with Duratex S.A. From 2002 to 2008, Mr. Musetti served as a partner at JP Morgan Partners and Chief Executive Officer of Vitopel S.A. (JP Morgan Partners' portfolio company) where he led its private equity investments in Latin America. From 1992 to 2002, Mr. Musetti served as the Chief Executive Officer of Elevadores Atlas S.A. and Elevadores Atlas Schindler S.A., during which time he led the company's operational restructuring, initial public offering process and the sale to the Schindler Group. Mr. Musetti has also served as a Director of Diagnósticos de America S.A. from 2002 to 2009. In addition, Mr. Musetti is currently serving as a Board member of Natura Cosmeticos S.A., Portobello
S.A. and RaiaDrogasil S.A. Mr. Musetti graduated in Civil Engineering and Business Administration from Mackenzie University and attended the Program for Management Development at Harvard Business School in 1989. Mr. Musetti is a Brazilian citizen.
Daniel Gonzalez. Mr. Gonzalez has been a member of the Company's board of directions since April 16, 2014. Mr. Gonzalez holds a degree in Business Administration from the Argentine Catholic University. He served for 14 years in the investment bank Merrill Lynch & Co in Buenos Aires and New York, holding the positions of Head of Mergers and Acquisitions for Latin America and President for the Southern Cone (Argentina, Chile, Peru and Uruguay), among others. While at Merrill Lynch, Mr. Gonzalez played a leading role in several of the most important investment banking transactions in the region and was an active member of the firm's global fairness opinion committee. He remained as a consultant to Bank of America Merrill Lynch after his departure from the bank. Previously, he was Head of Financial Planning and Investor Relations in Transportadora de Gas del Sur SA. Mr. Gonzalez is currently the Chief Financial Officer of YPF Sociedad Anónima, where he is also a member of its Board of Directors. Mr Gonzalez is also a member of the Board of Directors of Hidroeléctrica Piedra del Aguila S.A. Mr. González is an Argentine citizen.
James David Anderson. Mr. Anderson currently serves as board member of Green Plains Inc, a vertically integrated ethanol producer based in Omaha, Nebraska. Mr. Anderson served as Chief Executive Officer & President of The Gavilon Group, a leading commodity management firm from October 2015 to February 2016, and previously as Chief Operating Officer Agriculture and COO Fertilizer since March 2010. Mr. Anderson also served United Malt Holdings ("UMH"), a producer of malt for use in the brewing and distilling industries, as Chief Executive Officer and member of the board of directors from September 2006 to February 2010. Prior to that, beginning in April 2003, he served as Chief Operating Officer / Executive Vice President of CT Malt, a joint venture between ConAgra Foods and Tiger Brands of South Africa. Mr. Anderson's experience in the agricultural processing and trading business includes serving as Senior Vice President and then President of ConAgra Grain Companies. His career also includes lead trading positions with Ferruzzi USA and as an Operations Manager for Pillsbury Company. Mr. Anderson has a Bachelor of Arts degree with a Finance emphasis from the University of Wisconsin Platteville. Mr. Anderson is an American citizen.
Marcelo Vieira. Mr. Vieira was from 2005 to 2014 the Director of Ethanol, Sugar & Energy operations of Adecoagro. He is currently the President of Sociedade Rural Brasileira, the main agricultural organization in Brazil, a member of the Board of União da Indústria de Cana-de-Açúcar ("UNICA") and a member of the Board of Instituto PensarAgro. He has managed agricultural and agribusiness company for over 40 years, including Usina Monte Alegre, Alfenas Agricola and Alfenas Café. Mr.Vieira holds a degree in Mechanical
Adecoagro SA published this content on 03 July 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 03 July 2017 17:12:12 UTC.
Original documenthttp://ir.adecoagro.com/download/20170703135853.pdf
Public permalinkhttp://www.publicnow.com/view/F1FAE3E7D51ABE32A9619807D5A0613793CD3126
