6-K
Adecoagro S.A. (AGRO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of April 2020
Commission File Number 001-35052
Adecoagro S.A.
(Translation of registrant’s name into English)
Vertigo Naos Building, 6, Rue Eugène Ruppert, L-2453, Luxembourg
R.C.S. Luxembourg B 153 681
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
IMPORTANT INFORMATION CONCERNING ANNUAL GENERAL MEETING OF SHAREHOLDERS
This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) is being furnished by Adecoagro S.A. (“Adecoagro” or the “Company”) with the Securities and Exchange Commission (the “SEC”) to provide shareholders with important information concerning the Annual General Meeting of Shareholders (the “AGM”) to be held on April 15, 2020 at 2:30.pm (CET) and Extraordinary General Meeting of Shareholders (the “EGM”) to be held on April 15, 2020 following the AGM.
Pursuant to the Grand Ducal Regulation of March 20, 2020 on the introduction of measures relating to the holding of meetings in companies and other legal entities in the current exceptional circumstances relating to Covid-19 virus (“Coronavirus”) and restrictions imposed by the Luxembourg Government related to the outbreak of Coronavirus, the Company has implemented the extraordinary measure that shareholders may vote at the AGM and/or EGM only by proxy by granting a proxy to a proxy holder nominated by the Company. This extraordinary measure is also in accordance with the recommendations of the World Health Organization to prevent the spread of the Coronavirus.
In connection with such measures, the Company is attaching to this Form 6-K: (i) a communication to shareholders informing of the implemented extraordinary measures to promote the voting at the meeting through a proxy; (ii) the convening notice and agenda for the AGM and EGM that also provides the writing voting instructions; and (iii) a copy of the proxy card.
Shareholders of record at the close of business on February 28, 2020, may vote their shares and submit a proxy card using the instructions provided with their proxy materials that were mailed to shareholders of record beginning on or about March 18.
Shareholders may submit questions in advance by contacting our investor relations department at Phone: (5411) 4836-8651 or by email at [email protected].
Forward Looking Statements
This report contains forward-looking statements. The registrant desires to qualify for the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995, and consequently is hereby filing cautionary statements identifying important factors that could cause the registrant’s actual results to differ materially from those set forth herein and in the attached Condensed Audited Financial Statements.
The registrant’s forward-looking statements are based on the registrant’s current expectations, assumptions, estimates and projections about the registrant and its industry. These forward-looking statements can be identified by words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “is/are likely to,” “may,” “plan,” “should,” “would,” or other similar expressions.
The forward-looking statements included in the attached relate to, among others: (i) the registrant’s business prospects and future results of operations; (ii) the weather and the impact of the Coronavirus and other natural phenomena; (iii) developments in, or changes to, the laws, regulations and governmental policies governing the registrant’s business, including limitations on ownership of farmland by foreign entities in certain jurisdictions in which the registrant operate, environmental laws and regulations; (iv) the implementation of the registrant’s business strategy; (v) the registrant’s plans relating to acquisitions, joint ventures, strategic alliances or divestitures; (vi) the implementation of the registrant’s financing strategy and capital expenditure plan; (vii) the maintenance of the registrant’s relationships with customers; (viii) the competitive nature of the industries in which the registrant operates; (ix) the cost and availability of financing; (x) future demand for the commodities the registrant produces; (xi) international prices for commodities; (xii) the condition of the registrant’s land holdings; (xiii) the development of the logistics and infrastructure for transportation of the registrant’s products in the countries where it operates; (xiv) the performance of the South American and world economies; and (xv) the relative value of the Brazilian Real, the Argentine Peso, and the Uruguayan Peso compared to other currencies; as well as other risks included in the registrant’s other filings and submissions with the United States Securities and Exchange Commission.
These forward-looking statements involve various risks and uncertainties. Although the registrant believes that its expectations expressed in these forward-looking statements are reasonable, its expectations may turn out to be incorrect. The registrant’s actual results could be materially different from its expectations. In light of the risks and uncertainties described above, the estimates and forward-looking statements discussed in the attached might not occur, and the registrant’s future results and its performance may differ materially from those expressed in these forward-looking statements due to, inclusive, but not limited to, the factors mentioned above. Because of these uncertainties, you should not make any investment decision based on these estimates and forward-looking statements.
The forward-looking statements made in the attached relate only to events or information as of the date on which the statements are made in the attached. The registrant undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Adecoagro S.A. | |
|---|---|
| By | /s/ Carlos A. Boero Hughes |
| Name: | Carlos A. Boero Hughes |
| Title: | Chief Financial Officer and |
| Chief Accounting Officer |
April 1, 2020
Exhibit Index
99.1 Communication re extraordinary measures regarding voting at Annual General Meeting of Shareholders.
99.2 Convening Notice and Agenda
99.3 Proxy Card
Exhibit
Adecoagro S.A.
Société Anonyme
Vertigo Naos Building
6, Rue Eugène Ruppert
L - 2453 Luxembourg
R.C.S. Luxembourg: B 153.681
(the “Company“)
Communication related to the convening to the
Annual General Meeting of Shareholders (the “AGM”)
to be held on April 15, 2020 at 2:30.pm (CET) and
Extraordinary General Meeting of Shareholders (the “EGM”)
to be held on April 15, 2020, right thereafter the AGM
Dear Shareholders,
In accordance with and as permitted by the Grand Ducal Regulation of 20 March 2020 on the introduction of measures relating to the holding of meetings in companies and other legal entities in the current exceptional circumstances relating to Covid-19 (“Coronavirus”) and restrictions imposed by inter alia the Luxembourg Government related to the outbreak of Coronavirus, the Company has in view of the safety of all, decided that shareholders may only express their votes at the AGM and/or EGM by granting a proxy to a proxyholder nominated by the Company.
Any shareholder who holds one or more shares(s) of the Company on February 28, 2020 (the “Record Date”) shall vote by proxy.
Please consult the Convening Notice or the Company’s website as to the procedures to be represented by way of proxy.
Please note that the proxy cards must be received by the Company or the tabulation agent (Computershare Shareowner Services LLC, P.O. Box 43101, Providence, RI 02940), no later than 3:00 p.m. New York City Time on April 14, 2020 in order for such votes to count.
Yours faithfully
The Board of Directors
Exhibit
Adecoagro S.A.
Société Anonyme
Vertigo Naos Building
6, Rue Eugène Ruppert
L - 2453 Luxembourg
R.C.S. Luxembourg: B 153.681
Convening Notice to the
Annual General Meeting of Shareholders (the “AGM”)
to be held on April 15, 2020 at 2:30.pm (CET) and
Extraordinary General Meeting of Shareholders (the “EGM”)
to be held on April 15, 2020, right thereafter the AGM
in accordance with the Grand Ducal Decree of 20 March 2020 on the introduction of measures relating to the holding of meetings in companies and other legal entities
Dear Shareholders,
The Board of Directors of Adecoagro S.A. (the “Board”) hereby convenes the Annual General Meeting of Shareholders of Adecoagro S.A. (the “Company”) to be held on April 15, 2020 at 2:30 pm (CET) with the following agenda:
| 1. | Approval of the Consolidated Financial Statements as of and for the years ended December 31 2019, 2018, and 2017. |
|---|---|
| 2. | Approval of the Company’s annual accounts as of December 31 2019. |
| --- | --- |
| 3. | Allocation of results for the year ended December 31 2019. |
| --- | --- |
| 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 2019. |
| --- | --- |
| 5. | Approval of compensation of members of the Board of Directors for year 2019. |
| --- | --- |
| 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 2020. |
| --- | --- |
| 7. | Election of Mr. Plínio Musetti, Mr. Daniel González and Mr. Mariano Bosch 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 2023. |
| --- | --- |
| 8. | Approval of compensation of members of the Board of Directors for year 2020. |
| --- | --- |
Each of the items to be voted on the AGM will be passed by a simple majority of the votes validly cast, irrespective of the number of Shares represented.
Further, the Board is pleased to convene the Extraordinary General Meeting of Shareholders of Adecoagro S.A. to be held on April 15, 2020, right thereafter the AGM with the following agenda:
| 1. | Amendment of the authorized share capital of the Company to set it from an amount of three billion US Dollars (USD 3,000,000,000) represented by two billion (2,000,000,000) shares to two hundred and twenty million two hundred and eighty-seven thousand two hundred and sixty-seven US Dollars (USD 220,287,267) represented by one hundred and forty-six million eight hundred and fifty-eight thousand one hundred and seventy-eight (146,858,178) shares of a nominal value of one US Dollar and fifty cents (USD 1.50) each; renewal of the Company’s authorized share capital as amended (and any authorization granted to the board of directors of the Company (the “Board of Directors”) in relation thereto) until 15 April 2025; authorization that the Board of Directors, or any delegate(s) duly appointed by the Board of Directors, may from time to time issue shares within the limits of the authorized (unissued) share capital against contributions in cash, contributions in kind or by way of incorporation of available reserves at such times and on such terms and conditions, including the issue price, as the Board of Directors or its delegate(s) may in its or their discretion resolve while reserving a preemptive subscription right to existing shareholders for any issue of shares; |
|---|---|
| 2. | Consequential amendment of article 5.1.1. of the articles of association of the Company, so as to read as follows: |
| --- | --- |
“5.1.1. The Company has an authorized share capital of two hundred and twenty million two hundred and eighty-seven thousand two hundred and sixty-seven US Dollars (USD 220,287,267), including the issued share capital, represented by one hundred and forty-six million eight hundred and fifty-eight thousand one hundred and seventy-eight (146,858,178) shares, each with a nominal value of one US Dollar and fifty cents (USD 1.50). The Company's authorized share capital (and any authorization granted to the Board of Directors in relation thereto) shall be valid from 15 April 2020 and until 15 April 2025. The Board of Directors, or any delegate(s) duly appointed by the Board of Directors, may from time to time issue shares within the limits of the authorized (unissued) share capital against contributions in cash or by way of incorporation of available reserves at such times and on such terms and conditions, including the issue price, as the Board of Directors or its delegate(s) may in its or their discretion resolve while reserving a preemptive subscription right to existing shareholders for any issue of shares.”
| 3. | Change of name of the Risk and Commercial Committee to Risk Committee and consequential amendment of article 12.2.3. of the articles of association of the Company, so as to read as follows: |
|---|
“12.2.3 Risk Committee: in the case the Board of Directors decides to set up a risk committee (the “Risk Committee”), such Risk Committee shall assist the Board of Directors in fulfilling its oversight responsibilities with regard to (i) evaluating the risks inherent in the business of the Company and its group and the control processes with respect to such risks; (ii) the assessment and review of credit, market, commercial, fiduciary, liquidity, reputational and operational risks; and (iii) to review the implementation of commercial decisions undertaken by the Company with respect of the foregoing.”
Quorum for EGM shall be at least one half of the issued share capital of the Company. If said quorum is not present, a second meeting may be convened at which there shall be no quorum requirement. Each of the items to be voted on the EGM will be passed by a two thirds (2/3) majority of the votes validly cast.
Any shareholder who holds one or more shares(s) of the Company on February 28, 2020 (the “Record Date”) may vote at the meetings.
Pursuant to and in accordance with the Grand Ducal Decree of 20 March 2020 on the introduction of measures relating to the holding of meetings in companies and other legal entities, the Company has in view of the safety of all, that shareholders may only express their votes by granting a proxy to a proxyholder appointed by the Company.
Those shareholders who have sold their Shares between the Record Date and the date of the meetings cannot vote. In case of breach of such prohibition, criminal sanctions may apply. Those holders who have withdrawn their shares from DTC between April 10, 2020 and the date of the meetings should contact the Company in advance of the date of the
meeting at Vertigo Naos Building, 6, Rue Eugène Ruppert L-2453 Luxembourg or at Av. Fondo de la Legua 936, B1640EDO | Martínez, Pcia de Buenos Aires, Argentina, to make separate arrangements to be able to vote by proxy.
Please consult the Company’s website as to the procedures to be represented by way of proxy. Please note that the proxy cards must be received by the Company or the tabulation agent (Computershare Shareowner Services LLC, P.O. Box 43101, Providence, RI 02940), no later than 3:00 p.m. New York City Time on April 14, 2020 in order for such votes to count.
Copies of the Consolidated Financial Statements as of and for the years ended December 31, 2019, 2018, and 2017 of the Company and the Company’s annual accounts as of December 31, 2019 together with the Company´s 2016 annual report, relevant management and audit reports are available on the Company’s website www.adecoagro.com and may also be obtained free of charge at the Company's registered office in Luxembourg.
Yours faithfully
The Board of Directors
Exhibit
