Agenda for the Annual General Meeting of Shareholders of the Company for Wednesday April 21st, 2020 to be held at 2:00 pm (CET), in Luxembourg at the registered office of the Company, located at Vertigo Naos Building, 6, Rue Eugène Ruppert, L - 2453 Luxembourg:

  • 1. Approval of the Consolidated Financial Statements as of and for the years ended

  • December 31 2020, 2019, and 2018.

  • 2. Approval of the Company's annual accounts as of December 31 2020.

  • 3. Allocation of results for the year ended December 31 2020.

  • 4. Vote on discharge (quitus) of the members of the Board of Directors for the proper exercise of their mandate during the year ended December 31 2020.

  • 5. Approval of compensation of members of the Board of Directors for year 2020.

  • 6. Appointment of PricewaterhouseCoopers Société Coopérative, réviseur d'entreprises agréé appointed as auditor of the Company for a period ending at the general meeting approving the annual accounts for the year ending December 31 2021.

  • 7. Election of Mr. Guillaume van der Linden, Mr. Ivo Sarjanovic and Mr. Mark Schachter as members of the Board of Directors 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 2024.

  • 8. Approval of compensation of members of the Board of Directors for year 2021.

9. Renewal of the authorization granted to the Company, and/or any wholly-owned subsidiary (and/or any person acting on their behalf), to purchase, acquire, receive and hold shares in the Company.

Renewal of the authorization under article 430-15 of the Luxembourg law of August 10, 1915, granted to the Company, and/or any wholly-owned subsidiary (and/or any person acting on their behalf), to from time to time purchase, acquire, receive and hold shares in the Company up to ten per cent (10 %) of the issued share capital, on such terms as referred to below and as shall further be determined by the Board of Directors of the Company, such authorization being granted for another period of 5 years.

Acquisitions may be made in any manner including without limitation, by tender or other offer(s), buyback program(s), 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 fifty per cent of the lowest stock price and (y) no more than fifty per cent 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 (the "Closing Price"), over the ten (10) trading days preceding the date of the purchase (or as the case may be the date of the commitment to the transaction);

  • (ii) in case of a tender offer (or if deemed appropriate by the Board of Directors, a buyback program),

    • a. in case of a formal offer being published, for a set net purchase price or a purchase price range, each time within the following parameters: (x) no less than fifty per cent of the lowest stock price and (y) no more than fifty per cent above the highest stock price, in each case being the Closing Price over the ten (10) trading days preceding the publication date, provided however that if the stock exchange price during the offer period fluctuates by more than 10 %, the Board of Directors may adjust the offer price or range to such fluctuations;

    • b. in case a public request for sell offers is made, a price range may be set (and revised by the Board of Directors as deemed appropriate) provided that acquisitions may be made at a price which is no less than (x) fifty per cent of the lowest stock price and (y) no more than fifty per cent above the highest stock price, in each case being the Closing Price over a period determined by the Board of Directors provided that such period may not start more than five (5) trading days before the sell offer start date of the relevant offer and may not end after the last day of the relevant sell offer period.

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Adecoagro SA published this content on 23 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2021 11:30:19 UTC.