ADECOAGRO S.A.

ANNUAL REPORT

DECEMBER 31, 2023

CONSOLIDATED MANAGEMENT REPORT

COMPANY PROFILE

Adecoagro S.A. (the "Company" or "Adecoagro") is a holding company primarily engaged through its operating subsidiaries in agricultural and agro-industrial activities. The Company and its operating subsidiaries are collectively referred to hereinafter as the "Group". These activities are carried out through two major lines of business, namely, Farming and Sugar, Ethanol and Energy. Farming is further comprised of three reportable segments, which are described in detail in Note 3 to these consolidated financial statements.

The Group was established in 2002 and has subsequently grown significantly both organically and through acquisitions. The Group currently has operations in Argentina, Brazil and Uruguay. See Note 30 for a description of the Group companies.

The Company is the Group's ultimate parent company and is a Societe Anonyme corporation incorporated and domiciled in the Grand Duchy of Luxembourg. The address of its registered office is 6 Eugené Ruppert, L-2453, Luxembourg.

The Company has no branches for years 2023 and 2022.

As of December 31, 2023, our issued share capital amounted to $167,072,722.50, represented by 111,381,815 shares in issue (of which 5,376,315 were treasury shares) with a nominal value of $1.50 each. All issued shares are fully paid up. Consequently, there were 106,005,500 common shares outstanding. The authorized share capital is of USD 220,287,267 and the Board of Directors is authorized to issue up to 146,858,178 shares of a nominal value of USD 1.5 each out of such authorized unissued share capital. As of December 31, 2023, the total unissued share capital totaled USD 53,214,543.

Business overview

We are a leading agro-industrial company in South America, with operations in Argentina, Brazil and Uruguay. We are currently involved in a broad range of businesses, including farming crops and rice and other agricultural products, dairy operations, sugar, ethanol and energy production. 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.

Effective for our year ended December 31, 2023, our CODM changed its internal reporting mainly to refine the way it views our farming business and its interaction with our overarching land transformation activities embedded within such farming business. Previously, our CODM reviewed the results of our land transformation strategy as aseparate activity upon disposition of transformed farmlands and/or other rural properties, or the acquisition of an under-utilized land. As from the fourth quarter of 2023, our CODM started allocating any profit from disposition of a farmland or, a bargain purchase gain, as part of the farming activity where such farmland belongs. The CODM believes that this allocation better aligns the activities which were conducted to achieve the full growth potential of the land through the years with its ultimate realization of incremental value. Therefore, any profit on the realization of land transformation activities is now included in the respective farming business operating segment to which the disposed/ acquired land belongs.

Also, our CODM started allocating the results of our minor cattle activities - which were previously reported as part of "all other segments" since they did not meet the quantitative thresholds for disclosure - to the farmland where the cattle is assigned. The Group maintains cattle as complementary to the farming activities rather than as a separate business itself. Cattle helps preserve the value and productive capacity of the farmlands, avoiding the growth of undesired weed.

1.

Farming Business: As of December 31, 2023 we owned 200,594 hectares (excluding sugarcane farms) of farmland in Argentina and Uruguay. During the 2022/2023 harvest year we held leases or entered into agriculture partnerships for an additional 134,820 hectares of arable land. We own the facilities and have the resources to store and condition 100% of our crop and rice production. We do not depend on third parties to condition our production for sale. We acquire farmland that we believe is undeveloped or underutilized. By implementing cutting-edge production technology and agricultural best practices, we render this land suitable for more productive uses, enhance yields and increase its overall value. We promote sustainable land use through our land transformation activities, which seek to promote environmentally responsible agricultural production and a balance between production and ecosystem preservation. We do not operate in heavily wooded areas or wetland areas. Moreover, from time to time, we seek to recycle our capital by selling a portion of its fully developed farms. This allows us to monetize capital gains generated by land transformation activities and allocate our capital to acquire land with higher transformation potential or to deploy it in other businesses, thereby enhancing return on invested capital. During the 20-year period since our inception, we have effectively put into production over 171,000 hectares of land that were previously undeveloped or undermanaged. We realize and capture land transformation value through the strategic disposition of assets that have reached full development potential. We believe that the rotation of our land portfolio allows us to efficiently reallocate capital and maximize our return on invested capital. Our current land portfolio consists of 219,850 hectares (net of minority interests) distributed throughout our operating regions as follows: 93% in Argentina, 6% in Brazil, and 1% in Uruguay. During the last 16 years, we sold 25 of our fully mature farms, generating capital gains of approximately US$250 million. The results of this transactions are currently disclosed within the Crops or Rice segment, depending on the utilization of the farm.

Our Farming business is subdivided into three main businesses:

  • Crops business: We produce a wide range of agricultural commodities, including soybean, corn, wheat, peanut, sunflower and cotton, among others. In Argentina, our farming activities are primarily conducted in the

Argentine humid pampas region, where agro-ecological conditions are optimal for low-cost production. Since 2004, we have expanded our operations throughout the center-west region of Uruguay, as well as in the northern region of Argentina. During the 2022/2023 harvest year, we planted approximately 209,646 hectares of crops, including second harvests, and produced 483,855 tons of grains. We also planted an additional 13,650 hectares where we produced over 280,000 tons of forage used to feed cattle in our dairy operation. During the current 2023/2024 harvest year, we planted approximately 220,813 hectares of crops (including second harvest) and an additional 12,202 hectares of forage.

  • Rice business: We own a fully integrated rice operation. We produce irrigated rice in the northeast provinces of Argentina and in Uruguay, where the availability of water, sunlight, and fertile soil results in a coveted region for the low-cost production of rice. We believe that we are one of the largest producers of rough (unprocessed) rice in South America, producing 354,128 tons during the 2022/2023 harvest year. We own four rice mills and one rice snack facility in Argentina and two rice mills in Uruguay that process our own production, as well as rice purchased from third parties. We produce different types of white and brown rice sold both in the domestic Argentine retail market under our own brands and abroad. During the current 2023/2024 harvest year, we planted 58,452 hectares of rice.

  • Dairy business: We believe that we are a leading dairy producer in South America in terms of our utilization of cutting-edge technology and in our productivity per cow and grain conversion efficiency. Through the production of raw milk, we are able to transform forage and grains into value-added animal protein. Our free-stall dairies in Argentina allow us to optimize our use of resources (land, dairy feeding cattle and capital), increase our productivity and maximize the conversion of forage and grain into raw milk. We produced 199.9 million liters of raw milk in 2023, with a daily average of 14,509 milking cows, delivering an average of 37.7 liters of milk per cow per day. In October 2017, we completed the construction of our first biodigester with 1.4

    MWh of installed capacity. In 2019, we further acquired two milk processing facilities that produce UHT milk, milk powder, semi-hard cheese, yogurt and chocolate milk, among other products, with the flexibility to sell to both the domestic and export market based on relative profitability. In 2023, our facilities processed 351.8 million liters of milk, thereby producing 136.8 million liters of fluid milk, over 5,400 tons of semi-hard cheese, over 15,000 tons of milk powder and over 6.1 million liters of cream and cocoa flavored milk. In December 2023, we began generating and delivering of electricity to the local power grid from our second biodigester with 2 MW of installed capacity. This facility, as well as our first biodigester, generate electricity by burning biogas extracted from effluents produced by our milking cows. In addition to increasing revenues and securing our energy requirements, this facility enhances the sustainability of our free-stall dairy operation by reducing greenhouse gas emissions, improving the management of effluents and concentrating valuable nutrients which are applied back to the fields.

    2.

    Sugar, Ethanol and Energy Business: We cultivate and harvest sugarcane, which is then processed in our own mills to produce sugar, ethanol and energy. As of December 31, 2023, we had 198,747 hectares of sugarcane plantations in the Brazilian states of Mato Grosso do Sul and Minas Gerais, of which 13,144 hectares were

planted on our own land and 185,603 hectares were planted on land leased by us under long-term agreements.

We use different techniques to maximize sugarcane production. For example, we use meiosis to renew and expand harvestable areas by planting only a few rows of sugarcane, along with other products in the rest of the field. We harvest the sugarcane within six to nine months and use that production to plant sugarcane on the area where other products have been already harvested. By doing so, we maximize sugarcane plantation efficiency.

Further, we own and operate three sugar and ethanol mills-UMA, Angélica and Ivinhema-with a total crushing capacity of 14.2 million tons of sugarcane per year as of December 31, 2023 (assuming an average of 5,569 milling hours).

UMA is a small but efficient mill located in the state of Minas Gerais, with a sugarcane crushing capacity of 1.2 million tons per year (assuming an average of 4,800 milling hours), full cogeneration capacity and an associated sugar brand, Açúcar Monte Alegre, with a strong presence in the regional retail market. We plant and harvest 98.4% of the sugarcane milled at UMA, with the remaining 1.6% acquired from third parties. UMA is also engaged in the production of organic sugar and in 2020, it exported this product for the first time after having received the necessary certification to export organic sugar to the E.U. Angélica and Ivinhema are two modern mills, which we built in the state of Mato Grosso do Sul, with current sugarcane crushing capacities of 5.6 and 7.4 million tons per year, respectively (assuming an average of 5,333 and 5,920 milling hours, respectively). Both mills are located 45 kilometers apart, and form a cluster surrounded by one large sugarcane plantation. Angelica and Ivinhema are equipped with high-pressure steam boilers and turbo-generators with the capacity to use all sugarcane bagasse by-product to generate electricity. Approximately 36% of electricity generated is used to power the mill and the excess electricity is sold to the local power grid, which means our mills have full cogeneration capacity.

In the year ended December 31, 2023, we crushed 12.5 million tons of sugarcane. Our mills produce both sugar and ethanol, and accordingly, we have some flexibility to adjust our production (within certain capacity limits that generally vary between 40% and 80%) between sugar and ethanol, to take advantage of more favorable market demand and prices at given points in time. In the year ended December 31, 2023 we produced 805,608 tons of sugar and 522,508 cubic meters of ethanol.

Since 2020, we have been selling carbon credits or "CBios" under the RenovaBio program. The RenovaBio program was designed by the Brazilian government to cut carbon emissions by discouraging fossil fuel consumption while encouraging the production of renewable energy. Under this program, a carbon credit market is established in which sellers of fossil fuels have to acquire a mandatory quota of carbon credits set based on the amount of non-renewable fuels sold by them in the prior year. Issuers of CBios are biofuel producers whose mills have been certified by the ANP and awarded a score based on how "green" their mill operation is. This score acts as a multiplier for the amount of CBios the mill can issue for every cubic meter of ethanol it sells. CBios, in turn, are financial instruments traded on the B3. Prices are based on the supply of and demand for those credits. In 2023, we sold 443,111 CBios at an average unit price of R$95.4 (average net price of US$19.0).

In 2021, Adecoagro became the first company in Brazil to be authorized by the Totum Institute to issue Renewable Natural Gas Certificates, "gas-recs" as they are referred to in the market. These certificates attest to theproduction of renewable natural gas. Industries in Brazil can voluntarily purchase these certificates as evidence of the decarbonization of the gas consumed in their operations. In 2022, we became pioneers in the commercialization of gas-recs in Brazil through the sale of 25,000 certificates, as a result of our biogas production during 2021, at a unit price of R$1.80 per certificate.

FINANCIAL RISK AND UNCERTAINTIES

The Group manages exposures to financial and commodity risks using hedging instruments that provide the appropriate economic outcome. The principal hedging instruments used may include commodity future contracts, put and call options, foreign exchange forward contracts and interest rate swaps. The Group does not use derivative financial instruments for speculative purposes.

For a detailed analysis of financial risk and uncertainties of the Company, see Note 2 to the Company´s consolidated financial statements as of December 31, 2023.

ROUNDING

We have made rounding adjustments to reach some of the figures included in this management report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following tables present selected historical consolidated financial data of Adecoagro S.A. for the years indicated below. We have derived the selected historical statement of income, cash flow and balance sheet data as of and for the years ended December 31, 2023, and 2022 from the consolidated financial statements.

The consolidated financial statements are prepared in accordance with IFRS as issued by the IASB and the interpretations of the IFRIC and in accordance with IFRS adopted by the European Union. You should read the information contained in these tables in conjunction with the consolidated financial statements.

STATEMENT OF INCOME

$ thousands

12M23

12M22

Chg %

Sales of goods and services rendered

1 ,298,871

1 ,347,724

(4)%

Cost of goods sold and services rendered

(973,1 80)

(1 ,075,747)

(1 0)%

Initial recognition and changes in fair value of biological assets

and agricultural produce

87,858

21 5,941

(59)%

Changes in net realizable value of agricultural produce after

harvest

1 ,838

(22,293)

(1 08)%

Margin on manufacturing and agricultural activities

before operating expenses

415,387

465,625

(11)%

General and administrative expenses

(70,320)

(84,287)

(1 7)%

Selling expenses

(1 29,092)

(1 43,51 5)

(1 0)%

Other operating income, net

25,590

1 ,870

1 268%

Bargain purchase gain

-

1 0,1 07

n.a

Profit from operations before financing and taxation

241,565

249,800

(3)%

Finance income

1 57,1 00

25,308

521 %

Finance costs

(1 22,087)

(1 37,600)

(11)%

Other financial results - Net gain of inflation effects on the

monetary items

28,81 6

(2,1 44)

(1 444)%

Financial results, net

63,829

(1 1 4,436)

(1 56)%

Profit before income tax

305,394

135,364

126%

Income tax expense

(78,673)

(26,758)

1 94%

Profit for the period

226,721

108,606

109%

The Group´s Profit from operations before financing and taxation for the year ended December 31, 2023 totaled $242 million, compared to a gain of $250 million in 2022. The variation was mainly explained by the unusual dry weather due to "La niña" which affected the crops segment. This is reflected in the line "Initial recognition and changes in Fair Value of Biological Assets and agricultural produce", which total a gain of U$216 million in 2022, compare with $88 million in 2023, cost by lower margins on sales. This lower margins derived from higher costs on inputs partially offset by increased of selling prices (please refer to "BUSINESS SEGMENT HIGHLIGHTS" below). This effect was partially offset by the Sale of El Meridiano Farm, which generated a gain, included in Other operating income / (Expense), net, of 6 million.

Net financial results in 2023 totaled a gain of $63.8 million compared to a loss of $114.4 million in 2022. The year-over-year gain of $178.2 million is mostly explained by inflation accounting effects and other expenses.

The line "Inflation accounting effects" reflects the results derived from the exposure of our net monetary position to inflation in Argentina. Monetary assets generate a loss when exposed to inflation while monetary liabilities generate a gain every time inflation reduces the owed balance, in real terms. During 2023, we registered a gain of $28.8 million, compared to a loss in 2022 of $2.1 million.

Fully compensating the lower operating results, and reflecting the opportunities that arose in Argentina, Financials results, totaled a gain of $ 63 million, compared to a loss of $114 million last year. This is mainly explained by the management of the Cash in Argentina, which combining exchange difference and the gains resulting from thetrading of negotiable securities acquired with settlement in foreign currency and sold with settlement in local currency let the Company generate this significant financial result.

Due to the above explanations, the net income for the year totaled $227 million, compared to $109 million the previous year.

BUSINESS SEGMENT HIGHLIGHTS

FARMING - FINANCIAL HIGHLIGHTS

$ thousands

12M23

12M22

Chg %

Gross Sales

Crops

21 6,91 2

280,329

(22.6)%

Rice

256,347

204,396

25.4%

Dairy

246,875

236,222

4.5%

Total Sales

720,134

720,947

(0.1)%

Adjusted EBITDA (1)

Crops

26,979

28,934

(6.8)%

Rice

47,869

22,51 7

1 1 2.6%

Dairy

28,485

31 ,460

(9.5)%

Total Adjusted EBITDA (1)

103,333

82,911

24.6%

(1 ) Please see "Reconciliation of Non-IFRS measures" for a reconciliation of Adjusted EBITDA and Adjusted EBIT to Profit/Loss. Adjusted EBITDA margin and Adjusted EBIT margin are calculated as a percentage of net sales.

On an annual basis, Adjusted EBITDA was $103.3 million, 24.6% higher than the previous year. Higher results were mainly driven by (i) the sale of El Meridiano farm during September 2023, which generated an Adjusted EBITDA of $29.8 million, together with (ii) strong results from our Rice operations. Again, results were partially offset by the underperformance of our Crops and Dairy segments which were impacted by La Niña weather event.

For a more detailed explanation, please refer to the performance description of each business line starting next page.

Crops

Amount ($ '000)

Volume

$ per unit

GROSS SALES BREAKDOWN

12M23

12M22

Chg %

12M23

12M22

Chg %

12M23

12M22

Chg %

Soybean

51 ,096

72,323

(29.4)%

1 08,942

1 67,881

(35.1 )%

469

431

8.9%

Corn (1 )

35,464

72,427

(51 .0)%

1 60,522

295,299

(45.6)%

221

245

(9.9)%

Wheat (2)

1 5,968

23,603

(32.3)%

60,01 9

81 ,971

(26.8)%

266

288

(7.6)%

Sunflower

1 9,81 2

25,076

(21 .0)%

34,649

32,747

5.8%

572

766

(25.3)%

Cotton Lint

1 2,1 22

6,805

78.1 %

5,767

4,428

30.2%

2,1 02

1 ,537

36.8%

Peanut

67,072

63,087

6.3%

49,725

50,41 9

(1 .4)%

1 ,349

1 ,251

7.8%

Others (3)

1 5,378

1 7,008

(9.6)%

9,238

9,268

(0.3)%

Total

216,912

280,329

(22.6)%428,862 642,013 (33.2)%

(1 ) Includes sorghum; (2) Includes barley; (3) Includes sale of certifications related to RTRS soybean (Round Table on Responsible Soy Association) and sales related to our cattle activities.

HIGHLIGHTS - $ thousand

12M23

12M22

Chg %

Gross Sales

21 6,91 2

280,329

(22.6)%

Adjusted EBITDA

26,979

28,934

(6.8)%

On an annual basis, gross sales were $216.9 million, 22.6% down compared to the same period of last year, fully explained by a 33.2% reduction in selling volumes, explained by the same driver aforementioned. Nevertheless, in terms of average selling price, we were able to profit from opportunities that arose in Argentina's local market throughout the year, such as the preferential FX rate for the export of certain agricultural products (also known as "agri dollar"), which helped us to mitigate the lower volumes sold.

Our main crops presented a 30%-40% reduction in yields during the 2022/23 harvest season on account of "La Niña" weather event. Moreover, margins were pressured by an increase in costs of agricultural inputs in U.S. dollars, including diesel and agrochemicals, as well as higher logistic costs, among others. All this together, coupled with the decrease in net sales, concluded in a break even Adjusted EBITDA for the Crops segment for both the quarter and full-year results. However, this was partially offset by year-over-year gains in the mark-to-market of our commodity hedge position, along with lower selling expenses driven by lower volumes sold and the elimination of exports taxes in some of our crops.

Adjusted EBITDA on an annual basis reached $27.0 million, marking a 6.8% year-over-year decrease. Results reflect the sale of El Meridiano farm, conducted in September 2023, which generated an Adjusted EBITDA of $29.8 million previously booked in the Land Transformation segment.

Rice

RICE Highlights

metric

12M23

12M22

Chg %

Adjusted EBITDA

$ thousands

47,869

22,517

112.6%

Gross Sales

$ thousands

256,347

204,396

25.4%

thousand tons (1)

320

320

(0.1 )%

Sales of white rice

$ per ton

679

554

22.6%

$ thousands

21 7,052

1 77,31 1

22.4%

Sales of By-products

$ thousands

39,295

27,085

45.0%

Rice Mills

Total Processed Rough Rice(2)

thousand tons

280

352

(20.4)%

Ending stock - White Rice

thousand tons

32

34

(7.3)%

(1 ) Includes the sale of 36 thousand tons of white rice sourced from third-parties during 2023; (2) Expressed in white rice equivalent

On an annual basis, gross sales reached $256.3 million, 25.4% higher versus the same period of last year. This was fully explained by a 22.6% year-over-year increase in average selling prices, which amounted to $679/ton. Again, results were positively impacted by higher average prices in the export market, as well as in the domestic market, due to the same aforementioned drivers.

In 2023, Adjusted EBITDA was $47.9 million, $25.4 million higher than last year, driven by (i) the $52.0 million year-over-year increase in gross sales, coupled with (ii) an $8.0 million year-over-year gain from the disposal of two non-strategic assets. This fully offset the lower results reported at the operational level - yield reduction due to the impact of La Niña weather event in some of our rice farms, which contributed to an $18.5 million year-over-year loss in our biological asset and agricultural produce during the period - and higher costs in U.S. dollar terms.

Dairy

DAIRY Highlights

metric

12M23

12M22

Chg %

Adjusted EBITDA

$ thousands

28,485

31,460

(9.5)%

Gross Sales

$ thousands (1)

246,875

236,222

4.5%

million liters (2) (3)

404.2

411 .6

(1 .8)%

Dairy - Farm

Milking Cows

average heads

1 4,509

1 4,41 5

0.6%

Cow Productivity

liter/cow/day

37.7

35.3

7.0%

Total Milk Produced

million liters

1 99.9

1 85.6

7.7%

Dairy - Industry

Total Milk Processed

million liters

351 .8

359.4

(2.1 )%

Attachments

Disclaimer

Adecoagro SA published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 13:31:02 UTC.