Marval acted as local counsel in the international secondary offering of Adecoagro SA shares, consisting of 42,490,346 new common shares for an aggregate amount of USD 308 million

On December 15, 2025, Adecoagro S.A. (“Adeco”), a leading agro-industrial company with a fully integrated business model and operations in Brazil, Argentina and Uruguay, issued 41,379,311 newly issued common shares, with a par value of US$1.50 per share (the “Shares”), in the international capital markets. The final public offering price was set at US$7.25 per Share (the “Final Public Offering Price”).

Additionally, on December 15, 2025, the International Placement Agents (as this term is defined hereinafter) notified Adeco of their intention to fully exercise the over-allotment option at the Final Public Offering Price. As a result, 1,111,035 additional new Shares were issued, bringing the total number of Shares issued by Adeco to 42,490,346 (the “Transaction”). The Shares are listed on the New York Stock Exchange (NYSE).

The Transaction was carried out in connection with Adeco’s previously announced decision to acquire all of the equity interests held by Nutrien Ltd. and YPF S.A. (“YPF”) in Profertil S.A. (“Profertil”). Profertil is the largest producer of granular urea in South America.
Adeco intends to use the net proceeds from the issuance of the Shares to (i) pay the installments due to YPF in connection with the acquisition of its equity interest in Profertil; and (ii) for working capital and general corporate purposes.

J.P. Morgan Securities LLC and BofA Securities, Inc. acted as Global Coordinators and International Placement Agents, while Banco BTG Pactual S.A. – Cayman Branch, Citigroup Global Markets Inc. and Itaú BBA USA Securities, Inc. acted as International Placement Agents in the Transaction (the “International Placement Agents”).
The Transaction involved the participation of diverse advisors in several jurisdictions such as Luxembourg, the United States, Argentina and Brazil, among others.

Marval O’Farrell Mairal, acted as local legal advisor to the Transaction.

Milbank LLP acted as legal advisor to the International Placement Agents as to U.S. Law.

Davis Polk & Wardwell LLP acted as legal advisor to Adeco as to U.S. Law.

Local legal advisors

Marval O’Farrell Mairal through the team led by partners Pablo Vinals Blake and Sergio Tálamo and associates Pedro María Azumendi and Lautaro Penza.

In-House Legal and Financial Advisors to Adeco.
Adeco was advised by Emilio Gnecco (CFO), Josefina Diaz Vega (General Counsel), Victoria Cabello (Investor Relations Officer), Ezequiel Torres (Corporate Controller) and María Victoria Matelica (Legal affairs responsible of ARG & UY).