Adecoagro S.A.
a joint stock corporation (société anonyme) organized under the laws of the Grand Duchy of Luxembourg

OFFER TO PURCHASE FOR CASH ANY AND ALL OF ITS OUTSTANDING
NOTES OF THE SERIES LISTED BELOW

The Tender Offer (as defined herein) will expire at 5:00 p.m., New York City time, on July 24, 2025, unless extended or earlier terminated as described herein (such time and date, as may be extended, the “Expiration Date”). Holders (as defined herein) must validly tender (and not validly withdraw) their Notes (as defined herein), or deliver a properly completed and duly executed Notice of Guaranteed Delivery (as defined herein), at or prior to the Expiration Date to be eligible to receive the Consideration (as defined herein), plus Accrued Interest (as defined herein). Validly tendered Notes may be validly withdrawn at any time at or prior to the Expiration Date, unless extended or earlier terminated as described below, but not thereafter.


Title of Security

CUSIP / ISIN

Principal Amount Outstanding

Consideration(1)


6.00% Notes due 2027


CUSIP No.
144A: 00676L AA4 / Reg. S: L00849 AA4

ISIN No.
144A: US00676LAA44/ Reg. S: USL00849AA47


US$415,644,000


US$ 1,000.00

______________________________________________________________________________________________________________________________________
(1) The amount to be paid for each US$1,000.00 principal amount of the Notes (as defined herein) validly tendered and accepted for purchase. In addition, Accrued Interest (as defined herein) will be paid.

To view copie(s) of the Offer to Purchase document(s) please click on the link(s) below

Offer to Purchase

Notice of Guaranteed Delivery


To obtain additional copies of the Offer to Purchase, please contact the Tender and Information Agent.

The Information Agent and Tender Agent for the Tender Offer is:

D.F. King & Co., Inc.

28 Liberty Street, 53rd Floor
New York, New York 10005
Email: adecoagro@dfking.com
Toll Free: +1 (800) 290-6427
Collect: (212) 269-5550


Any questions or requests for assistance or additional copies of this Offer to Purchase and the Notice of Guaranteed Delivery may be directed to the Tender and Information Agent at its telephone number or address set forth above. Any questions related to the terms of the Tender Offer may be directed to the Dealer Managers.

The Dealer Managers for the Tender Offer are:

Itau BBA USA Securities, Inc.

599 Lexington Avenue, 34th Floor
New York, New York 10022
Attn: DCM
Collect: +1 (212) 710-6749



J.P. Morgan Securities LLC

383 Madison Avenue
New York, New York 10179
Toll-free: +1 (866) 846-2874
Collect: +1 (212) 834-7279
Attn: Latin America Debt Capital Markets


Balanz Capital UK LLP

3 Shortlands
London, England
W6 8DA
Collect: +44 20 3821 5640

Banco BTG Pactual S.A. – Cayman Branch

601 Lexington Avenue, 57th Floor
New York, NY 10022
Attn: Debt Capital Markets
E-mail: OL-DCM@btgpactual.com
Collect: +1 (212) 293-4600


Morgan Stanley & Co. LLC

1585 Broadway, 6th Floor
New York, New York 10019
Toll-free: +1 (800) 624-1808
Collect: +1 (212) 761-1057 (New York)
E-mail: debt_advisory@morganstanley.com