Report of Foreign Issuer (6-k)

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 September, 2014

Commission File Number 001-35052

Adecoagro S.A.

(Translation of registrant’s name into English)

13-15 Avenue de la Liberté

L-1931 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- .

EXPLANATORY NOTE

This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) is being filed by Adecoagro S.A. (“Adecoagro” or the “Company”) with the Securities and Exchange Commission (the “SEC”) and is incorporated by reference into the Company’s Registration Statement on Form F-3 filed with the SEC on December 6, 2013 (File No. 333-191325) and will be deemed to be a part thereof from the date on which this Form 6-K is filed with the SEC, to the extent not superseded by documents or reports subsequently filed or furnished. This Form 6-K contains, as Exhibit 99.1, Operating and Financial Review and Prospects, which reviews Adecoagro’s results of operations and financial condition as of June 30, 2014, and for the three month periods ended, June 30, 2014 and 2013. This Form 6-K also contains, as Exhibit 99.2 and Exhibit 99.3, (i) Adecoagro’s unaudited condensed consolidated interim financial statements as of and for the six month period ended June 30, 2014 (the “Financial Statements”) and (ii) a statement concerning the use of Non-IFRS measures and recent developments, which are both accordingly incorporated by reference in the registration statements on Form F-3 referred to in the preceding paragraph. This report also incorporates by reference the Company’s annual report on Form 20-F filed with the SEC on April 30, 2014 (our “Form 20-F”).

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) weather 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, including its development of the Ivinhema mill and other current projects; (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

Date: September 2, 2014

Exhibit Index

99.1	Operating and Financial Review and Prospects

99.2	Adecoagro’s condensed consolidated interim financial statements as of June 30, 2014 and for the six-month periods ended June 30, 2014 and 2013.

99.3	Non-IFRS Measures and Recent Developments

Exhibit 99.1

Operating and Financial Review and Prospects

OPERATING RESULTS

Trends and Factors Affecting Our Operating Results

Our results of operations have been influenced and will continue to be influenced by the following factors:

(i) Effects of Yield Fluctuations

The occurrence of severe adverse weather conditions, especially droughts, hail, floods or frost, are unpredictable and may have a potentially devastating impact on agricultural production and may otherwise adversely affect the supply and prices of the agricultural commodities that we sell and use in our business. The effects of severe adverse weather conditions may also reduce yields at our farms. Yields may also be affected by plague, disease or weed infection and operational problems.

The following table sets forth our average crop, rice and sugarcane yields for the each of the harvest years presented as of June 30:


	2013/2014 Harvest Year (1)		2012/2013 Harvest Year(1)		% Change 2012/2013 - 2013/2014
	Tons per hectare
Corn⁽²⁾		6.4		5.5		16.4	%
Soybean		2.9		2.2		29.7	%
Soybean (second harvest)		1.9		1.3		51.0	%
Cotton lint		1.1		0.9		30.8	%
Wheat ⁽³⁾		2.6		1.8		43.2	%
Rice		5.6		5.7		(2.1	%)
Sugarcane		79.3		75.7		4.7	%

(1)

The table above presents yields in respect of harvest years as of June 30 2014. The portion of harvested area completed as of June 30, 2014 was 46% for corn, 100% for soybean first harvest, 100% for wheat, 100% for rice and 31% for sugarcane. The portion of harvested area completed as of June, 2013 was 74% for corn, 100% for soybean first harvest, 100% for wheat, 100% for rice and 31% for sugarcane.

(2)	Includes sorghum

(3)	Includes barley

(ii) Effects of Fluctuations in Production Costs

During the last two years, we have experienced fluctuations in our production costs. The primary reason is the fluctuation in the costs of (i) fertilizers, (ii) agrochemicals, (iii) seeds, (iv) fuel (v) farm leases and (vi) labor. The use of advanced technology, however, allowed us to increase our efficiency, in large part mitigating the fluctuations in production costs. Some examples of how the implementation of production technology has allowed us to increase our efficiency and reduce our costs include using no-till technology (also known as “direct sowing”, which involves farming without the use of tillage, leaving plant residues on the soil to form a protective cover which positively impacts costs, yields and the soil), crop rotation, second harvest in one year, integrated pest management, and balanced fertilization techniques to increase the productive efficiency in our farmland. Increased mechanization of harvesting and planting operations in our sugarcane plantations and utilization of modern, high pressure boilers in our sugar and ethanol mills, which has also yielded higher rates of energy production per ton of sugarcane.

(iii) Effects of Fluctuations in Commodities Prices

Commodity prices have historically experienced substantial fluctuations. For example, based on Chicago Board of Trade (“CBOT”) data, from January 1, 2014 to June 30, 2014, soybean prices increased 8.8% and corn prices decreased by 0.8%. Also, between January 1, 2014 and June 30, 2014, ethanol prices decreased 4% according to data provided by the Escuela Superior de Agricultura Luiz de Queiroz (“ESALQ”), and sugar prices decreased by 0.4%, according to data provided by the Intercontinental Exchange of New York (“ICE-NY”). Commodity price fluctuations impact our statement of income as follows:

•

Initial recognition and changes in the fair value of biological assets and agricultural produce in respect of not harvested biological assets undergoing biological transformation;

•

Changes in net realizable value of agricultural produce for inventory carried at its net realizable value; and

•

Sales of manufactured products and sales of agricultural produce and biological assets sold to third parties.

The following graphs show the spot market price of some of our products for the periods indicated:

Soybean in U.S. cents per bushel (CBOT)

LOGO

Corn in U.S. cents per bushel (CBOT)

LOGO

Sugar in U.S. cents per pound (ICE-NY)

LOGO

Ethanol in Reais per cubic meter (ESALQ)

LOGO

(iv) Fiscal Year and Harvest Year

Our fiscal year begins on January 1 and ends on December 31 of each year. However, our production is based on the harvest year for each of our crops and rice. A harvest year varies according to the crop or rice plant and to the climate in which it is grown. Due to the geographic diversity of our farms, the planting period for a given crop or rice may start earlier on one farm than on another, causing differences for their respective harvesting periods. The presentation of production volume (tons) and production area (hectares) in this prospectus in respect of the harvest years for each of our crops and rice starts with the first day of the planting period at the first farm to start planting in that harvest year to the last day of the harvesting period of the crop and rice planting on the last farm to finish harvesting that harvest year.

On the other hand, production volumes for dairy and production volume and production area for sugar, ethanol and energy business are presented on a fiscal year basis.

The financial results in respect of all of our products are presented on a fiscal year basis.

(v) Effects of Fluctuations of the Production Area

Our results of operations also depend on the size of the production area. The size of our own and leased area devoted to crop, rice and sugarcane production fluctuates from period to period in connection with the purchase and development of new farmland, the sale of developed farmland, the lease of new farmland and the termination of existing farmland lease agreements. Lease agreements are usually settled following the harvest season, from July to

June in crops and rice, and from May to April in sugarcane. The length of the lease agreements are usually one year for crops, one to five years for rice and five to six years for sugarcane. Regarding crops, the production area can be planted and harvested one or two times per year. As an example, wheat can be planted in July and harvested in December. Right after its harvest, soybean can be planted in the same area and harvested in April. As a result, planted and harvested area can exceed the production area during one year. Regarding sugarcane the production area can exceed the harvested area in one year. Grown sugarcane can be left in the fields and then harvested the following year. The increase in crops and rice production area for the six month period ended June 30, 2014 compared to the same period in 2013 was mainly driven by the transformation of undeveloped/undermanaged owned land that was put into production. The increase in sugar, ethanol and energy production area is explained by an increase in leased hectares.

The following table sets forth the fluctuations in the production area for the periods indicated:


	Six-month Period ended June 30,
	2014		2013
	Hectares
Crops ⁽¹⁾		152,889		147,634
Rice		36,604		35,249
All Other Segments		—		1,632
Sugar, Ethanol and Energy		110,822		94,214

(1)	Does not include second crop area.

(vi) Effect of Acquisitions and Dispositions

The comparability of our results of operations is also affected by the completion of significant acquisitions and dispositions. Our results of operations for earlier periods that do not include a recently completed acquisition or do include farming operations subsequently disposed of may not be comparable to the results of a more recent period that reflects the results of such acquisition or disposition.

(vii) Macroeconomic Developments in Emerging Markets

We generate nearly all of our revenue from the production of food and renewable energy in emerging markets. Therefore, our operating results and financial condition are directly impacted by macroeconomic and fiscal developments, including fluctuations in currency exchange rates, inflation and interest rate fluctuations, in those markets. The emerging markets where we conduct our business (including Argentina, Brazil and Uruguay) remain subject to such fluctuations.

(viii) Effects of Export Taxes on Our Products

Following the economic and financial crisis experienced by Argentina in 2002, the Argentine government increased export taxes on agricultural products, mainly on soybean and its derivatives, wheat, rice and corn. Soybean is subject to an export tax of 35.0%; wheat is subject to an export tax of 23.0%, rough rice is subject to an export tax of 10.0%, processed rice is subject to an export tax of 5.0%, corn is subject to an export tax of 20.0% and sunflower is subject to an export tax of 32.0%.

As local prices are determined taking into consideration the export parity reference, any increase in export taxes would affect our financial results.

(ix) Effects of Foreign Currency Fluctuations

Each of our Argentine, Brazilian and Uruguayan subsidiaries uses local currency as its functional currency. A significant portion of our operating costs in Argentina are denominated in Argentine Pesos and most of our operating costs in Brazil are denominated in Brazilian Reais. For each of our subsidiaries’ statements of income, foreign currency transactions are translated into the local currency, as such subsidiaries’ functional currency, using the exchange rates prevailing as of the dates of the relevant specific transactions. Exchange differences resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of income under “finance income” or “finance costs,” as applicable. Our consolidated financial statements are presented in U.S. dollars, and foreign exchange differences that arise in the translation process are disclosed in the consolidated statement of comprehensive income.

As of June 30, 2014, the Peso-U.S. dollar exchange rate was Ps. 8.13 per U.S. dollar as compared to Ps. 5.39 per U.S. dollar as of June 30, 2013. As of June 30, 2014, the Real-U.S. dollar exchange rate was R$2.23 per U.S. dollar as compared to R$2.01 per U.S. dollar as of June 30, 2013. The following graphs show the Argentina Peso-U.S. dollar rate of exchange and Brazilian Reais- U.S. dollar rate of exchange for the periods indicated:

Agentine Peso/ U.S Dollar

LOGO

Brazilian Reais/U.S. Dollar

LOGO

During the period ended on June 30, 2014, we entered into several currency forward contracts with Argentinian banks in order to hedge the fluctuation of the Argentinian peso against US Dollar for a total notional amount of U.S.$ 24.2 million. The currency forward contracts had maturity dates between April 2014 and July 2014. The outstanding contracts resulted in the recognition of a gain amounting to U.S.$ 0.32 million in 2014. Gain and losses on currency forward contracts are included within “Financial results, net” in the statement of income.

(x) Seasonality

Our business activities are inherently seasonal. We generally harvest and sell corn, soybean, rice and sunflower between February and August, and wheat from December to January. Cotton is unique in that while it is typically harvested from May to July, it requires a conditioning process that takes about two to three months before being ready to be sold. Sales in other business segments, such as in our Dairy segment, tend to be more stable. However, milk sales are generally higher during the fourth quarter, when weather conditions are more favorable for production. The sugarcane harvesting period typically begins between April and May and ends between November and December. As a result of the above factors, there may be significant variations in our results of operations from one quarter to another, since planting activities may be more concentrated in one quarter whereas harvesting activities may be more concentrated in another quarter. In addition our quarterly results may vary as a result of the effects of fluctuations in commodity prices and production yields and costs related to the “Initial recognition and changes in fair value of biological assets and agricultural produce” line item. See “—Critical Accounting Policies and Estimates—Biological Assets and Agricultural Produce” included in our Form 20-F.

(xi) Land Transformation

Our business model includes the transformation of pasture and unproductive land into land suitable for growing various crops and the transformation of inefficient farms into farms suitable for more efficient uses through the implementation of advanced and sustainable agricultural practices, such as “no-till” technology and crop rotation.

During approximately the first three to five years of the land transformation process of any given parcel, we must invest heavily in transforming the land, and, accordingly, crop yields during such period tend to be lower than crop yields once the land is completely transformed. After the transformation process has been completed, the land requires less investment, and crop yields gradually increase. As a result, there may be variations in our results from one season to the next according to the amount of land in the process of transformation.

Our business model also includes the identification, acquisition, development and selective disposition of farmlands or other rural properties that after implementing agricultural best practices and increasing crop yields we believe have the potential to appreciate in terms of their market value. As a part of this strategy, we purchase and sell farms and other rural properties from time to time. Please see also “—Risks Related to Argentina—Argentina law concerning foreign ownership of rural properties may adversely affect our results of operations and future investments in rural properties in Argentina” and “—Risks Related to Brazil— Recent changes in Brazilian rules concerning foreign investment in rural properties may adversely affect our investments” included in “Item 3-Risk Factors” in our Form 20-F.

The results included in the Land Transformation segment are related to the acquisition and disposition of farmland businesses and not to the physical transformation of the land. The decision to acquire and/or dispose of a portion or an entire farmland business depends on several market factors that vary from period to period, rendering the results of these activities in one financial period when an acquisition of disposition occurs not directly comparable to the results in other financial periods when no acquisitions or dispositions occurred.

(xii) Capital Expenditures and Other Investments

Our capital expenditures during the last three years consisted mainly of expenses related to (i) acquiring land, (ii) transforming and increasing the productivity of our land, (iii) planting non-current sugarcane and (iv) expanding and upgrading our production facilities. Our capital expenditures incurred in connection with such activities were $165.3 million for the year ended December 31, 2011, $301.4 million for the year ended December 2012 and $226.6 million for the year ended December 31, 2013. Capital expenditures totaled $187,840 million for the six month period ended June 30, 2014 in comparison with $136,680 million in the same period in 2013. See also “—Capital Expenditure Commitments.”

(xiii) Effects of Corporate Taxes on Our Income

We are subject to a variety of taxes on our results of operations. The following table shows the income tax rates in effect for 2014 in each of the countries in which we operate:


	Tax Rate (%)
Argentina		35
Brazil(1)		34
Uruguay		25

(1)	Including the Social Contribution on Net Profit (CSLL)

Critical Accounting Policies and Estimates

The Company’s critical accounting policies and estimates are consistent with those described in Note 4 to our audited consolidated annual financial statements for the year ended December 31, 2013 included in our Form 20-F.

Operating Segments

IFRS 8, “Operating Segments,” requires an entity to report financial and descriptive information about its reportable segments, which are operating segments that meet specified criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The amount reported for each segment item is the measure reported to the chief operating decision maker for these purposes.

We are organized into three main lines of business, which are farming; land transformation; and sugar, ethanol and energy. As of January 1, 2014, the Company did not consider its Coffee and Cattle businesses to be of continuing significance as they no longer meet the quantitative threshold for separate disclosure as reportable segments. Accordingly, the Coffee and Cattle businesses are presented within the “Farming – All Other Segments” reportable segment and prior year disclosures have been recast to conform to this presentation. As a result, the Company´s businesses are comprised of five reportable operating segments, which are organized based upon their similar economic characteristics, the nature of the products they offer, their production processes, the type and class of their customers and their distribution methods.

Our farming business is comprised of three reportable operating segments as follows:

•

Our Crops segment includes the planting, harvesting and sale to grain traders of grains, oilseeds and fibers (including wheat, corn, soybeans, cotton and sunflowers, among others), and to a lesser extent the provision of grain warehousing and conditioning and handling and drying services to third parties. Production activities in our Crops segment reflect the most productive use of the land to maximize economic return and not the performance of any one underlying crop. Accordingly, the relative mix of underlying crops may change from harvest year to harvest year. A single manager is responsible for the management of operating activity of all crops rather than a manager for each individual crop.

•

Our Rice segment consists of planting, harvesting, processing and marketing of rice.

•

Our Dairy segment consists of the production and sale of raw milk, and manufactured dairy products processed in third parties industrial facilities.

•

Our ‘All Other Segments’ segment consists of the aggregation of the remaining non-reportable operating segments, which individually do not meet the quantitative thresholds for disclosure and for which the Company’s management does not consider them to be of continuing significance as of January 1, 2014, namely, Coffee and Cattle.

•

Our Sugar, Ethanol and Energy business is its own reporting operating segment and consists of cultivating sugarcane, which we process in our own sugar mills, transform into sugar, ethanol and electricity and market and sell.

•

Our Land Transformation business is its own reporting operating segment and includes (i) the ultimate cash realization through sales to third parties of the increase in value of land which is generated through the transformation of its productive capabilities and (ii) bargain gains arising from business combinations, which represent the excess of the fair value of the land acquired over the actual price paid, typically in connection with purchases of undeveloped or undermanaged farmland businesses. See Note 4 to our Financial Statements for a description of the basis used to determine fair values.

The following table presents selected historical financial and operating data solely for the periods indicated below as it is used for our discussion of results of operations. In respect of production data only, as of June 30, 2014, we have completed most of 2013/2014 harvest year crops. The harvested tons presented corresponds to the harvest completed as of June 30, 2014.


	Six-month period ended June 30,
	2014		2013
	(Unaudited, in thousands of $)
Sales
Farming Business
		166,532		173,311
Crops		98,458		102,937
Soybean(1)		58,018		55,788
Corn (2)		28,982		29,641
Wheat (3)		6,620		8,834
Sunflower		3,896		8,083
Other crops(4)		942		591
Rice(5)		53,343		53,410
Dairy		13,943		14,244
All other segments(6)		788		2,720
Sugar, Ethanol and Energy Business (7)		136,627		125,048
Sugar (18)		43,036		45,260
Ethanol		74,963		71,023
Energy		18,628		8,765
Total		303,159		298,359
Land Transformation Business(8)		25,575		6,919

Production	2013/2014 Harvest Year		2012/2013 Harvest Year
Farming Business
Crops (tons)(9)		462,172		427,409
Soybean (tons)		216,391		175,619
Corn (tons) (2)		145,502		175,524
Wheat (tons) (3)		77,168		52,219
Sunflower (tons)		23,111		24,047
Rice(10) (tons)		205,874		200,367

	Six-month period ended June 30,
	2014		2013
Processed rice(11) (tons)		94,138		88,123
Dairy(12) (thousand liters)		37,600		33,075
Sugar, Ethanol and Energy Business
Sugar (tons)		111,547		81,367
Ethanol (cubic meters)		86,196		77,982
Energy (MWh)		120,404		82,246
Land Transformation Business (hectares traded)		26,299		5,607


Planted Area	2013/2014 Harvest Year		2012/2013 Harvest Year
	(Hectares)
Farming Business(14)
Crops(15)		186,326		186,466
Soybean (13)		82,980		91,746
Corn (2) (13)		51,323		45,733
Wheat (3)		29,412		28,574
Sunflower		12,880		12,478
Cotton		6,217		3,098
Forage		3,514		4,837
Rice		36,604		35,249
All other segments(16)		—		1,632
Total Planted Area		222,930		223,347
Second Harvest Area		29,923		34,057
Leased Area		55,881		54,350
Owned Croppable Area(17)		137,196		134,878

	Six-month period ended June 30,
	2014		2013
Sugar, Ethanol and Energy Business
Sugarcane plantation		110,822		94,214
Owned land		9,145		9,145
Leased land		101,677		85,069

(1)	Includes soybean, soybean oil and soybean meal.

(2)	Includes sorghum.

(3)	Includes barley and rapeseed.

(4)	Includes cotton seeds and farming services.

(5)	Sales of processed rice including rough rice purchased from third parties and processed in our own facilities, rice seeds and services.

(6)	All other segments include our cattle business which primarly consists of leasing land to a third party based on the price of beef. See “Item 4. Information on the Company—B. Business Overview—Cattle Business.” in our Form 20-F.

(7)	Includes sales of sugarcane and other miscellaneous items to third parties.

(8)	Represents capital gains from the sale of land.

(9)	Crop production does not include 35,056 and 21,500 tons of forage produced in the 2013/2014 and in the 2012/2013 harvest years, respectively.

(10)	Expressed in tons of rough rice produced on owned and leased farms. The rough rice we produce, along with additional rough rice we purchase from third parties, is ultimately processed and constitutes the product sold in respect of the rice business.

(11)	Includes rough rice purchased from third parties and processed in our own facilities. Expressed in tons of processed rice (1 ton of processed rice is approximately equivalent to 1.6 tons of rough rice).

(12)	Raw milk produced at our dairy farms.

(13)	Includes second crop.

(14)	Includes hectares planted in the second harvest.

(15)	Includes 3,514 hectares and 4,837 hectares used for the production of forage during the 2013/2014 and the 2012/2013 harvest years, respectively.

(16)	Reflects the size of our coffee plantations, which are planted only once every 18 to 20 years. We sold two coffee farms and leased the production rights of a third coffee farm in the second quarter of 2013. Accordingly, we do not expect the coffee business to generate sales in future periods.

(17)	Does not include potential croppable areas being evaluated for transformation.

(18)	Includes Other Services

Six-month period ended June 30, 2014 as compared to six-month period ended June 30, 2013

The following table sets forth certain financial information with respect to our consolidated results of operations for the periods indicated.


	Six-month period ended June 30
	2014			2013
	(Unaudited, in thousands of $)
Sales of manufactured products and services rendered		189,737			179,421
Cost of manufactured products sold and services rendered		(126,095	)		(119,306	)

Gross Profit from Manufacturing Activities		63,642			60,115

Sales of agricultural produce and biological assets		113,442			118,938
Cost of agricultural produce sold and direct agricultural selling expenses		(113,442	)		(118,938	)
Initial recognition and changes in fair value of biological assets and agricultural produce		39,860			(15,888	)
Changes in net realizable value of agricultural produce after harvest		(1,704	)		4,538

Gross Profit from Agricultural Activities		38,156			(11,350	)

Margin on Manufacturing and Agricultural Activities Before Operating Expenses		101,798			48,765

General and administrative expenses		(23,634	)		(26,060	)
Selling expenses		(31,393	)		(28,309	)
Other operating income, net		(2,384	)		20,054
Share of loss of joint ventures		(231	)		(36	)

Profit from Operations Before Financing and Taxation		44,156			14,414

Finance income		4,301			3,442
Finance costs		(39,180	)		(56,309	)

Financial results, net		(34,879	)		(52,867	)

Profit Before Income Tax		9,277			(38,453	)

Income Tax expense		(5,229	)		12,339
Profit for the period from Continuing Operations		4,048			(26,114	)
Profit/(Loss) for the period from discontinued Operations		—			1,767

Profit for the period		4,048			(24,347	)

Sales of Manufactured Products and Services Rendered


Six-month period ended June 30,	Crops		Rice		Dairy		All Other Segments		Sugar, Ethanol and Energy		Total
	(Unaudited)
	(In thousands of $)
2014		117		51,883		322		788		136,627		189,737
2013		342		52,167		—		1,864		125,048		179,421

Sales of manufactured products and services rendered increased 5.4%, from $179 million for the six-month period ended June 30, 2013 to $189 million for the same period in 2014, primarily as a result of:

•

a $11.6 million increase in our Sugar, Ethanol and Energy segment, mainly due to: (i) a 40.4% increase in volume of energy sold, from 85.9 K MWh in 2013 to 120.6 K MWh in 2014; (ii) a 9.6% increase in the volume of sugar and ethanol sold, measured in TRS⁽¹⁾, from 288,879 tons in 2013 to 316,579 tons in 2014; and (iii) a 42.3% increase in the price of energy, from $88.6 in 2013 to $126.1 per Mwh in 2014. The increase in the volume of energy sold was mainly due to (a) a 19.1% increase in sugarcane milled, from 1.8 million tons in 2013 to 2.2 million tons in 2014; and (b) our ability to turn-on the boiler early at the Angelica mill on March 7 to cogenerate electricity by burning the stockpile of bagasse leftover from the previous harvest. The increase in volume of sugar and ethanol sold was due to (a) the increase in sugarcane milled; and (b) a 0.9% increase in the TRS content in sugarcane, from 119.3 kilograms per ton in 2013 to 120.4 kilograms per ton in 2014. The increase in sugarcane milled was due to (a) an increase in sugarcane yields from 75.7 tons per hectare in 2013 to 79.3 tons per hectare in 2014 and (b) a 6.6% increase in the harvested area from 23,938 hectares in 2013 to 25,528 in 2014. This increase was partially offset by: (i) a 11.2% decrease in sugar price, from $446 per ton in 2013 to $396 per ton in 2014; (ii) a 9.6% decrease in ethanol price, from $609 per cubic meter in 2013 to $550 per cubic meter in 2014; and (c) an inventory sell off, measured in TRS, of 67.7 ton in 2013 compared to an inventory sell off of 50.3 in 2014.

The following figure sets forth the variables that determine our Sugar and Ethanol sales

LOGO

The following figure sets forth the variables that determine our Energy sales

LOGO

The following table sets forth the breakdown of sales of manufactured products for the periods indicated.


	Six Period Ended June 30,							Six Period Ended June 30							Six Period Ended June 30
	2014		2013		Chg %			2014		2013		Chg %			2014		2013		Chg %
	(in million of $)							(in thousand units)							(in dollars per unit)
Ethanol (M3)		75.0		71.0		5.6	%		119.8		106.4		12.6	%		625.9		667.6		(6.2	%)
Sugar (tons)		43.0		45.3		(5.1	)%		109.5		100.4		9.0	%		406.2		426.0		(4.6	%)
Energy (MWh)		18.6		8.8		111.4	%		120.6		85.9		40.4	%		154.4		102.0		51.4	%

TOTAL		136.6		125.0		9.2	%

(1)

On average, one metric ton of sugarcane is equivalent to 140 kilograms of TRS equivalent. While a mill can produce either sugar or ethanol, the TRS input requirements differ between these two products. On average, 1.045 kilograms of TRS equivalent are required to produce 1.0 kilogram of sugar, while the amount of TRS required to produce 1 liter of ethanol is 1.691 kilograms

•

Rice remained essentially unchanged. A 9.0% decrease in price, from $486.8 per ton of rough rice equivalent in 2013 to $442.9 per ton of rough rice equivalent in 2014 was offset by a 9.3% increase in the volume of white rice sold measured in tons of rough rice, from 107,165 tons in 2013 to 117,144 tons in 2014. The increase in volume sold is mainly explained by (i) an inventory build-up of 114.3 thousand tons of rough rice in 2013 compared to an inventory build-up of 82.8 thousand tons rough rice in 2014; and (ii) a 3.8% increase in the production area from 35,249 hectares in 2013 to 36,604 hectares in 2014; partially offset by (i) a 2.1% decrease in yield from 5.7 in 2013 to 5.6 in 2014 and (ii) a 39% decrease in purchases of rough rice to third parties, from 39.5 tons in 2013 to 24.1 tons in 2014.

Cost of Manufactured Products Sold and Services Rendered


Six-month period ended June 30,	Crops		Rice			Dairy			All Other Segments			Sugar, Ethanol and Energy			Total
	(Unaudited)
	(In thousands of $)
2014		—		(39,328	)		(322	)		(33	)		(86,412	)		(126,095	)
2013		—		(45,217	)		—			(48	)		(74,041	)		(119,306	)

Cost of manufactured products sold and services rendered increased 5.7%, from $119.3 million for the six month period ended June 30, 2013, to $126.1 million for the same period in 2014. This decrease was primarily due to:

•

a $12.4 million increase in our Sugar, Ethanol and Energy segment mainly due to (i) a 9.6% increase in the volume of sugar and ethanol sold measured in TRS, and (ii) a 6.8% increase in unitary costs mainly due to additional freight expenses to transport stockpile of bagasse leftover from the previous harvest from the Ivinhema mill to the Angelica mill.

Partially offset by:

•

a $5.9 million decrease in our Rice segment mainly due to a 36.5% decrease in unitary costs, due to enhanced operating efficiencies coupled with the devaluation of the Argentine peso, which lowered our production cost in dollar terms; partially offset by a 9.3% increase in the volume of rice sold measured in tons of rough rice.

Sales and Cost of Agricultural Produce and Biological Assets


Six-month period ended June 30,	Crops		Rice		Dairy		All Other Segments		Sugar, Ethanol and Energy		Total
	(Unaudited, in thousands of $)
2014		98,341		1,460		13,621		—		—		113,422
2013		102,595		1,243		14,244		856		—		118,938

Sales of agricultural produce and biological assets decreased 4.6%, from $118.9 million for the six month period ended June 30, 2013, to $113.4 million for the same period in 2014, primarily as a result of:

•

A $4.3 million decrease in our Crops segment mainly driven by: (i) a general decrease in commodity prices; (ii) an inventory build-up of 32.2 thousand tons of soybean and 57.0 thousand tons of corn in 2013 compared to an inventory build-up of 83.0 thousand tons of soybean and 84.1 thousand tons of corn in 2014; (iii) a lower completion of corn harvest as of June 30, from 76% in 2013 to 46% in 2014 driven by abundant rainfalls during April through June 2014; and (iv) a change in the production mix sold increasing the proportion of corn sales over total sales. This was partially offset by (i) a 0.6% increase in production area from 181,692 hectares in 2012/2013 to 182,812 hectares in 2013/2014; (ii) a general increase in yields as 2012/2013 yields were negatively affected by a drought experienced throughout January to April 2013. For a full list of crops yields fluctuations, please see “Trends and Factors Affecting Our Results of Operations—Effect of Yields Fluctuations”.

•

a $0.6 million decrease in our Dairy segment mainly due to: a 7.7% decrease in the price of milk, from $0.40 per liter in 2013 to $0.37 per liter in 2014, partially offset by a 3.3% increase in volume of milk sold, from 32.6 million liters in 2013 to 33.6 million liters in 2014. The increase in volume of milk sold was due to a 13.7% increase in volume of milk produced, from 33.1 million liters in 2013 to 37.6 million liters in 2014, partially offset by the fact that 2.4 million liters of the milk produced were processed into whole milk powder pursuant to a tolling agreement, postponing sales for next quarters. The increase in volume produced was a result of a 7.2% increase in the amount of milking cows, from 5,917 heads in 2013 to 6,346 heads in 2014 and a 6.2% increase in productivity per cow, from 30.8 liters per day in 2013 to 32.8 liters per day in 2014.

The following table sets forth the breakdown of sales for the periods indicated.


	Period ended June 30,							Period ended June 30,							Period ended June 30,
	2014		2013		% Chg			2014		2013		% Chg			2014		2013		% Chg
	(In millions of $)							(In thousands of tons)							(In $ per ton)
Soybean		58.0		55.8		4.0	%		158.4		151.3		4.7	%		366.3		368.7		(0.7	%)
Corn (1)		29.0		29.6		(2.2	%)		144.0		132.3		8.9	%		201.2		224.0		(10.2	%)
Wheat (2)		6.6		8.8		(25.1	%)		28.0		36.2		(22.7	%)		236.3		243.9		(3.1	%)
Sunflower		3.9		8.1		(51.8	%)		11.0		19.5		(43.05	%)		354.7		415.6		(14.7	%)
Others		0.8		0.3		166.7	%

Total		98.3		102.6		(4.1	%)

(1)	Includes sorghum.

(2)	Includes barley.

While we receive cash or other consideration upon the sale of our inventory of agricultural produce to third parties, we do not record any additional profit related to that sale, as that gain or loss had already been recognized under the line items “Initial recognition and changes in fair value of biological assets and agricultural produce” and “Changes in net realizable value of agricultural produce after harvest.” Please see “—Critical Accounting Policies and Estimates—Biological Assets and Agricultural Produce” included in our Form 20-F.

Initial Recognition and Changes in Fair Value of Biological Assets and Agricultural Produce


Six-month period ended June 30,	Crops		Rice		Dairy		All Other Segments			Sugar, Ethanol and Energy			Total
	(Unaudited)
	(In thousands of $)
2014		42,871		11,557		3,890		(386	)		(18,072	)		39,860
2013		17,754		5,473		2,730		(6,937	)		(34,908	)		(15,888	)

Initial recognition and changes in fair value of biological assets and agricultural produce increased, from a loss of $15.8 million for the six month period ended June 30, 2013, to a gain of $39.9 million for the same period in 2014, primarily due to:

•

a $25.1 million increase in our Crops segment mainly due to:

•

a $25.0 million increase in the recognition at fair value less cost to sell of crops at the point of harvest, from a gain of $17.1 million in 2013 to a gain of $42.0 million in 2014, mainly due to (i) general increase in yields as 2012/2013 yields were negatively affected by a drought experienced throughout January to April 2013; (ii) a larger production area; and, (iii) lower production costs in dollar terms due to enhanced operating efficiencies coupled with the devaluation of the Argentine peso.

•

Of the $42.9 million gain of initial recognition and changes in fair value of biological assets and agricultural produce for 2014, $15.4 million gain represents the unrealized portion, as compared to the $6.0 million unrealized gain of the $17.8 million gain of initial recognition and changes in fair value of biological assets and agricultural produce in 2013.

The following table sets forth actual production costs by crop for the period indicated:


	Harvest 2013/2014		Harvest 2012/2013		% Change
	(In $ per hectare)
Corn		497.6		543.2		(8.4	%)
Soybean First harvest		465.2		497.0		(6.4	%)
Soybean Second harvest ⁽¹⁾		321.0		301.1		6.6	%
Cotton		1,859.2		2,028.8		(8.4	%)

(1)	The increase in production costs per hectare is due the seeding expenses for 4.6 thousand hectares, which were planted but not harvested as a result of adverse weather.

•

a $6.6 million increase in our All Other Segments as a result of a loss of $8.1 million in 2013 mainly due to a decrease in the fair value of coffee plantations generated by a decrese in coffee price estimates. As of May 2, 2013, we entered into an agreement to sell the Lagoa do Oeste and Mimoso farms in Brazil, including 904 hectares planted with coffee trees, which represent all of our farms in our Coffee segment. In addition, we entered into a lease agreement pursuant to which the lessee will operate and manage 728 hectares of existing coffee trees in the company’s Rio de Janeiro farm during an 8-year period. The loss in 2013 was mostly generated prior to entering into the selling and leasing agreements.

•

a $6.1 million increase in our Rice segment, as a result of:

•

a $6.0 million increase in the recognition at fair value less cost to sell of rice at the point of harvest, from a gain of $5.5 million to a gain of $11.5 million mainly due to (i) the increase in the area under production; and (ii) lower production costs in dollar terms due to enhanced operating efficiencies coupled with the devaluation of the Argentine peso.

•

a $11.6 million gain of initial recognition and changes in fair value of biological assets and agricultural produce for 2014, $5.5 million gain represents the realized portion, as compared to the $2.1 million gain realized portion of the $5.5 million gain of initial recognition and changes in fair value of biological assets and agricultural produce in 2013.

•

a $1.2 million increase in our Dairy segment mainly due to:

•

a $1.0 million increase in the recognition at fair value less cost to sell of raw milk, from a gain of $2.7 million in 2013 to a gain of $3.8 million in 2014, mainly due to (i) a 7.2% increase in the number of milking cows, (ii) a 6.2% increase in the average productivity of milking cows, and (iii) a 6.4% decrease in production costs per milking cow due to enhanced operating efficiencies coupled with the devaluation of the Argentine peso; this was partially offset by a 7.7% decrease in the price of milk.

•

Of the $3.9 million gain of initial recognition and changes in fair value of biological assets and agricultural produce for 2014, $3.9 million net gain represents the realized portion of such gain, as compared to the $2.8 million realized gain portion of the $2.7 million net gain in initial recognition and changes in fair value of biological assets and agricultural produce in 2013.

•

a $16.8 million increase in our Sugar, Ethanol and Energy segment mainly due to:

•

a $14.5 million increase in the recognition at fair value less cost to sell of non-harvested sugarcane, from a loss of $17.8 million in 2013 to a loss of $3.3 million in 2014, mainly generated by (i) an increase in sugarcane yields estimates for the 2014 season due to abundant rains in Mato Groso do Sul during March to May 2014, and (ii) an expansion of sugarcane plantations (both (i) and (ii) are assumptions used in the DCF model to determine the fair value of our sugarcane plantations).

•

The changes in the recognition at fair value less cost to sell of sugarcane at the point of harvest increased from a loss of $17.1 million in 2013 to a loss of $14.7 million in 2014 due to lower production costs as a result of attained economies of scale impacting mainly sugarcane plantation maintenance, harvest and transportation costs.

•

Of the $18.1 million loss of initial recognition and changes in fair value of biological assets and agricultural produce for the six month period ended June 30, 2014, $10.6 million loss represents the unrealized portion, as compared to the $21.9 million loss unrealized portion of the $34.9 million loss of initial recognition and changes in fair value of biological assets and agricultural produce for the same period in 2013.

Changes in Net Realizable Value of Agricultural Produce after Harvest

Six-month period

ended June 30,

Crops

Rice

Dairy

All Other
Segments

Sugar,
Ethanol and
Energy

Corporate

Total

(Unaudited)

(In thousands of $)

2014

(1,704

)

N/A

(1,704

)

2013

4,417

N/A

121

N/A

4,538

Changes in net realizable value of agricultural produce after harvest is mainly composed by: (i) profit or loss from commodity price fluctuations during the period of time the agricultural produce is in inventory, which impacts its fair value; (ii) profit or loss from the valuation of forward contracts related to agricultural produce in inventory; and (iii) profit from direct exports. Changes in net realizable value of agricultural produce after harvest decreased from $4.5 million for the six month period ended June 30, 2013 to a loss of $1.7 million for the same period in 2014. This decrease is primarily explained by lower gains from forward contracts.

General and Administrative Expenses


Six-month period ended June 30,	Crops			Rice			Dairy			All Other Segments			Sugar, Ethanol and Energy			Corporate			Total
	(Unaudited)
	(In thousands of $)
2014		(2,083	)		(1,602	)		(777	)		(84	)		(10,132	)		(8,956	)		(23,634	)
2013		(2,106	)		(2,390	)		(536	)		(556	)		(10,358	)		(10,114	)		(26,060	)

Our general and administrative expenses decreased 9.3%, from $26.1 million for the six month period ended June 30, 2013, to $23.6 million for the same period in 2014, primarily due to enhanced operating efficiencies coupled with the devaluation of the Argentine peso.

Selling Expenses


Six-month period ended June 30,	Crops			Rice			Dairy			All Other Segments			Sugar, Ethanol and Energy			Corporate			Total
	(Unaudited)
	(In thousands of $)
2014		(2,029	)		(9,126	)		(272	)		(13	)		(19,225	)		(728	)		(32,393	)
2013		(2,646	)		(8,246	)		(206	)		(440	)		(16,612	)		(159	)		(28,309	)

Selling expenses increased 14.4%, from $28.3 million for the six month period ended June 30, 2013, to $32.4 million for the same period in 2014, mainly driven by a (i) $2.8 million increase in our Sugar, Ethanol and Energy segment mainly due to the increase in sales volume measured in TRS. (ii) a 0.9 million increase in the Rice segment due to a higher share of sales in the domestic market which have higher commissions paid. This was partially offset by a decrease in Crops driven by decreases in sales.

Other Operating Income, Net


Six-month period ended June 30,	Crops			Rice		Dairy		All Other Segments			Sugar, Ethanol and Energy		Land Transformation		Corporate		Total
	(Unaudited)
	(In thousands of $)
2014		(5,245	)		235		20		(15	)		2,484		—		137		(2,384	)
2013		4,028			274		39		(313	)		9,051		6,919		56		20,054

Other operating income, net decreased $22.4 million, from a gain of $20.1 million for the six month period ended June 30, 2013, to a loss of $2.3 million for the same period in 2014, primarily due to:

•

a $9 million decrease in our Crops segment due to the mark-to-market effect of outstanding hedge positions;

•

a $6.7 million decrease in our Sugar, Ethanol and Energy segment due to the mark-to-market effect of future sales contracts for sugar;

•

a $6.9 million decrease in our land transformation segment due tosales made during the six-month period ending June 30, 2013, when we sold: (i) our remaining 49% interest in Santa Regina S.A (51% of the interest was sold in December 2012), generating $1.2 million in capital gains for the period; and (ii) Lagoa do Oeste and Mimoso coffee farms in Brazil, generating $5.7 million in capital gains for the period.

Other operating income, net of our Rice, Dairy and Corporate segments remained essentially unchanged.

Financial Results, Net

Our financial results, net increased from a loss of $52.9 million for the six month period ended June 30, 2013 to a loss of $34.9 million for the same period in 2014, primarily due to: (i) a $3.3 million mainly non-cash loss in 2014, compared to a $16.7 million non-cash loss in 2013, mostly generated by the impact of foreign exchange fluctuation on our dollar denominated debt and the portion of the loss that was transferred to equity, in connection with our adoption of cash flow hedge accouting under IAS 39 effective July 1, 2013. From January 1, 2014 to June 30, 2014, Adcecoagro recognized a 12.4 million loss in “Other Comprehensive Income” that was reclassified to “Profit or Loss” in future periods, when the associated debt was amortized. Additionally, a $4.6 million loss was recognized from Equity to the “Financial Result, net” line item. Please see “—Hedge Accounting—Cash Flow Hedge” described on Note 3 to our Consolidated Financial Statements; and (ii) $0.7 million gain in 2014 compared

to a $12.8 million loss in 2013, primarily resulting from the mark to market of our currency derivatives used to hedge the future U.S. dollar inflows generated by our forward sugar sales. This was partially offset by higher interests costs driven by a higher level of debt mainly as a result of our capital expenditures commitments related to the construction of our Ivinhema mill.

The following table sets forth the breakdown of financial results for the periods indicate.


	Six-month period ended June 30,
	2014			2013
	(Unaudited)
	(In $thousand)						% Change
Interest income		3,393			3,279			3.5	%
Interest costs		(27,809	)		(23,286	)		19.4	%
Cash flow hedge – transfer from equity		(4,609	)		—			N/A
FX Gain/(Loss)		(3,268	)		(16,713	)		(80.4	%)
Gain/(Loss) from derivative financial Instruments		720			(12,769	)		N/A
Taxes		(1,954	)		(1,978	)		(1.2	%)
Other Income/(Expenses)		(1,352	)		(1,400	)		(3.4	%)
Total Financial Results		(34,879	)		(52,867	)		(34.0	%)

Income Tax expense

Current income tax charge totaled $5.2 million for the six-month period ended June 30, 2014, which equates to a consolidated effective tax rate of 56.4%. For the same period in 2013 we registered a gain of income tax of $12.3 million, which equates to a consolidated effective tax rate of 32.1%.

As of June 30, 2014, the income tax rate in Uruguay is 25%. However, in Uruguay the income tax rate applicable to derivative activities is 0.75%. During the six-month period ended June 30, 2014, we recognized a loss in the line item Other operating income, net, of $5.4 million. This loss was subject to the 0.75% rate, thus it caused our consolidated effective income tax rate to increase from 32.1% for the six-month period ended June 31, 2013 to 56.4% for the same period in 2014.

Profit for the period

As a result of the foregoing, our net income for the six-month period ended June 30 increased $28.4 million, from a loss of $24.4 million in 2013 to a profit of $4.0 million in 2014.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity and capital resources are and will be influenced by a variety of factors, including:

•

our ability to generate cash flows from our operations;

•

the level of our outstanding indebtedness and the interest that we are obligated to pay on such outstanding indebtedness;

•

our capital expenditure requirements, which consist primarily of investments in new farmland, in our operations, in equipment and plant facilities and maintenance costs; and

•

our working capital requirements.

Our principal sources of liquidity have traditionally consisted of shareholders’ contributions, short and long term borrowings and proceeds received from the disposition of transformed farmland or subsidiaries.

We believe that our working capital will be sufficient during the next 12 months to meet our liquidity requirements.

Six-month period ended June 30, 2014 and 2013

The table below reflects our statements of Cash Flow for the six-month period ended June 30, 2013 and 2012.


	Six-month period
	2014			2013
	(Unaudited, in thousands of $)
Cash and cash equivalent at the beginning of the period		232,147			218,809
Net cash generated from operating activities		26,559			38,220
Net cash used in investing activities		(166,372	)		(99,234	)
Net cash generated by financial activities		82,581			57,385
Effect of exchange rate changes on cash and cash equivalent		24,412			(11,160	)
Cash and cash equivalent at the end of the period		199,327			204,020

Operating Activities

Period ended June 30, 2014

Net cash generated by operating activities was $26.6 million for the period ended June 30, 2014. During this period, we generated a net gain of $4.1 million that included non-cash charges relating primarily to depreciation and amortization of $34.4 million, $25.8 million of interest expense, net, and $5.2 million of income tax benefit. All these effects were partially offset by unrealized portion of the initial recognition and changes in fair value of non-harvested biological assets of $11.2 million.

In addition, other changes in operating asset and liability balances resulted in a net decrease in cash of $45.7 million, primarily due to an increase of $49.3 million in inventories, $23.7 million of trade and other receivables and a decrease of $13.6 million in trade and other payables, partially offset by a decrease of $45.1 in biological assets due to the harvest of rice, crops, and sugarcane.

Period ended June 30, 2013

Net cash generated by operating activities was $38.2 million for the period ended June 30, 2013. During this period, we generated a net loss of $24.3 million that included non-cash charges relating primarily to depreciation and amortization of $29 million, $21.4 million of interest expenses, net, $19.6 million of unrealized portion of the initial recognition and changes in fair value of non-harvested biological assets, $16.7 million of foreign exchange losses, net. All these effects were partially offset by income tax benefit of $12.3 million and $5.1 million of a gain from disposal of farmland and other assets.

In addition, other changes in operating asset and liability balances resulted in a net decrease in cash of $4.1 million, primarily due to a decrease of $61.8 million in biological assets, due to the harvest of rice, crops, and sugarcane, partially offset by an increase of $31.4 in trade and other receivables and $29.3 million in inventories.

Investing Activities

Period ended June 30, 2014

Net cash used in investing activities totaled $166.4 million in the six-month period ended June 30, 2014, primarily due to the purchases of property, plant and equipment (mainly acquisitions of machinery, buildings and facilities for the construction of the Ivinhema mill), totaling $133.1 million; $56.4 million in biological assets related mainly to the expansion of our sugarcane plantation area in Mato Grosso do Sul.

Period ended June 30, 2013

Net cash used in investing activities totaled $99.2 million in the six-month period ended June 30, 2013, primarily due to the purchases of property, plant and equipment (mainly acquisitions of machinery, buildings and facilities for the construction of the Ivinhema mill), totaling $76.8 million; $48 million in biological assets related mainly to the expansion of our sugarcane plantation area in Mato Grosso do Sul. Net inflows from investing activities were primarily related to proceeds of $12.8 million from collection of disposal of subsidiaries, $4.9 million of sales of financial assets and $5.1 million of discontinued operations.

Financing Activities

Period ended June 30, 2014

Net cash provided by financing activities was $82.6 million in the period ended June 30, 2014, primarily derived from the incurrence of new long term loans, mainly for our Brazilian operations related to the Sugar and Ethanol cluster development for $159.1 million and from the sale of minority interest in subsidiaries for $49.4 million. All these effects were partially offset by payments of $59.5 million of our long term borrowings, $28.8 million of net decrease in short-term borrowings and $12.9 million of purchase of own shares. During this period, interest paid totaled $25.2 million

Period ended June 30, 2013

Net cash provided by financing activities was $57.4 million in the period ended June 30, 2013, primarily derived from the incurrence of new long term loans, mainly for our Brazilian operations related to the Sugar and Ethanol cluster development for $110 million, partially offset by $ 41 million reduction of our long term borrowings. During this period, interest paid totaled $14.5 million

Cash and Cash Equivalents

Historically, since our cash flows from operations were insufficient to fund our working capital needs and investment plans, we funded our operations with proceeds from short-term and long-term indebtedness and capital contributions from existing and new private investors. In 2011 we obtained $421.8 million from the IPO and the sale of shares in a concurrent private placement (See 20-F “Item 4. Information on the Company—A. History and Development of the Company.”). As of June 30, 2014, our cash and cash equivalents amounted to $199.3 million.

However, we may need additional cash resources in the future to continue our investment plans. Also, we may need additional cash if we experience a change in business conditions or other developments. We also might need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisitions, strategic alliances or other similar investments. If we ever determine that our cash requirements exceed our amounts of cash and cash equivalents on hand, we might seek to issue debt or additional equity securities or obtain additional credit facilities or realize the disposition of transformed farmland and/or subsidiaries. Any issuance of equity securities could cause dilution for our shareholders. Any incurrence of additional indebtedness could increase our debt service obligations and cause us to become subject to additional restrictive operating and financial covenants, and could require that we pledge collateral to secure those borrowings, if permitted to do so. It is possible that, when we need additional cash resources, financing will not be available to us in amounts or on terms that would be acceptable to us or at all.

Projected Sources and Uses of Cash

We anticipate that we will generate cash from the following sources:

•

operating cash flow;

•

debt financing;

•

the dispositions of transformed farmland and/or subsidiaries; and

•

debt or equity offerings.

We anticipate that we will use our cash:

•

for other working capital purposes;

•

to meet our budgeted capital expenditures;

•

to make investment in new projects related to our business; and

•

to refinance our current debts.

Indebtedness and Financial Instruments

The table below illustrates the maturity of our indebtedness (excluding obligations under finance leases) and our exposure to fixed and variable interest rates:


	June 30, 2014		December 31, 2013
	(unaudited)
Fixed rate:
Less than 1 year		51,501		56,932
Between 1 and 2 years		49,697		38,393
Between 2 and 3 years		41,348		37,762
Between 3 and 4 years		34,390		29,467
Between 4 and 5 years		30,128		27,803
More than 5 years		90,973		75,745

		298,037		266,102

Variable rate:
Less than 1 year		83,831		90,707
Between 1 and 2 years		163,435		107,392
Between 2 and 3 years		141,938		100,949
Between 3 and 4 years		57,556		54,212
Between 4 and 5 years		11,123		12,586
More than 5 years		25,656		27,444

		483,539		393,290

		781,576		659,392

(1)	The Company plans to partially rollover its short term debt using new available lines of credit, or on using operating cash flow to cancel such debt.

Brazilian subsidiaries

The main loan of the Company’s Brazilian Subsidiaries identified below are:

Adecoagro Vale do Ivinhema (“AVI”)

Capital Outstanding as of
June 30 2014

Bank

Grant Date

Nominal
amount
(In millions)

Millions
of Reais

Millions of
equivalent
U.S.Dollars

Maturity
date

Annual Interest Rate

Rabobank / Itaú BBA / Santander / Itaú Unibanco / Bradesco / HSBC (Finem ANG) (1)

March 2008

151

71.2

32.3

April
2018

Partially Long-Term Interest Rate (TJLP), as disclosed by the Brazilian Central Bank + 4.05% and partially Interest Rate Resolution 635/87 (average BNDES external funding rate) + 4.05%

Banco Do Brasil (2)

July 2010

53.2

24.2

July 2020

10% with 15% of bonus performance

BTG Pactual / HSBC / Votorantim / Rabobank (3)

May 2012

230

153.3

69.6

December
2015

CDI + 3.6%

Banco Do Brasil (4)

October 2012

130

130.0

59.0

November
2022

2.94% per annum with 15% of bonus performance

Itau BBA FINAME Loan (5)

December 2012

45.9

43.2

19.6

December
2022

2.50%


Itau BBA (6)	March 2013	R$	75	72.3	32.3	March 2019	CDI + 3.2%
ING / ABN /Bladex Loan (7)	July 2013	US$	70	—	52.5	December 2016	LIBOR 6M plus 4.5%
Rabobank / Bradesco / HSBC / PGGM / Hinduja Bank (7)	September 2013	US$	90	—	90.0	July 2017	LIBOR 3M plus 4.75%
Banco do Brasil / Itaú BBA Finem Loan (5)	September 2013	R$	273	168.5	76.5	January 23	5.88%
BNDES Finem Loan (8)	November 2013	R$	215	130.0	59.0	January 23	3.66%
ING / Bradesco / HSBC / BES / ICBC / Hinduja Bank / Monte Dei Paschi / Banco da China / Bladex (7)	March 2014	US$	100	—	100	December 2017	LIBOR 3M plus 4.2%

Usina Monte Alegre (“UMA”)


Bradesco (9)		May 2012		US$	11.7				—			11.7		May 2016		7.20%

(1)	Collateralized by (i) a first degree mortgage of the Takuare farm; (ii) a pledge on the capital stock (“quotas”) of Adecoagro Brasil Participações S.A.; and (iii) liens over the Angélica mill and equipment, all of which are property of Adecoagro Vale do Ivinhema.

(2)	Collateralized by (i) a first degree mortgage of the Sapálio farm, (ii) liens over the Angélica mill and equipment, all of which are property of Adecoagro Vale do Ivinhema.

(3)	Collateralized by (i) a first-degree mortgage of the Conquista, Alto Alegre, Dom Fabrício, Nossa Senhora Aparecida, Água Branca farms, (ii) pledge of sugarcane and (iii) sales contracts.

(4)	Collateralized by (i) a second degree mortgage of the Sapalio farm and (ii) liens over the Ivinhema mill and equipment, all of which are property of Adecoagro Vale do Ivinhema.

(5)	Collateralized by (i) a first degree mortgage of the Carmen (Santa Agua) farm, (ii) a second degree mortgage of the Takuare farm, (iii) liens over the Ivinhema mill and equipment.

(6)	Collateralized by power sales contract.

(7)	Collateralized by (i) pledge of sugarcane and (ii) sales contracts.

(8)	Collateralized by (i) liens over the Ivinhema mill and equipment, all of which are property of Adecoagro Vale do Ivinhema and (ii) power sales contracts.

(9)	Collateralized by (i) liens over the Monte Alegre mill and equipment, all of which are property of Usina Monte Alegre.

Argentinian Subsidiaries

The principal loan of Adeco Agropecuaria S.A. and Pilaga S.A., our Argentinian Subsidiaries is:

•

IDB Facility

Bank

Date

Nominal
amount

Amount
Outstanding
as of
March 31
2014

Maturity
date

Annual Interest Rate

Use of
proceeds

(In millions)

IDB Tranche A

Nov
2011

US$ 31

US$ 13.8

November
2018

6.11% per annum.

Capital Expenditures

IDB Tranche B

Nov
2011

US$ 49

US$ 33.3

November
2016

180-day LIBOR plus 4.45% per annum (1)

Capital Expenditures

Adeco Agropecuaria S.A. and Pilaga S.A., our Argentinian subsidiaries, entered into a floating to fix interest rate forward swap, fixing LIBOR at 1.25%, effective May 2012.

This Facility is collateralized by property, plant and equipment with a net book value of approximately $24.8 million, by a mortgage over (i) Carmen and La Rosa farms which are property of Adeco Agropecuaria S.A.; and (ii) El Meridiano farm which is the property of Pilagá S.A.

Defaults by either Adeco Agropecuaria S.A. or Pilagá S.A. on any indebtedness with an aggregate principal amount over $3.0 million can result in acceleration of the full outstanding loan amount due to the IDB. The IDB Facility also contains certain customary financial covenants and restrictions which require us to meet pre-defined financial ratios, among other restrictions, as well as restrictions on the payment of dividends. The financial covenants are measured in accordance with generally accepted accounting principles in Argentina. Adeco Agropecuaria S.A. and Pilagá S.A. are required to meet the following financial ratios (measured on a combined basis):

2014

2015

2016

2017

2018

Total Debt (>; in million) (i)

160,000

Current Ratio (>) (ii)

1.20x

Interest Coverage Ratio (>) (ii)

2.25x

2.30x

2.40x

2.50x

2.60x

Liabilities to Equity (<) (ii)

1.40x

(i)	Measured on a quarterly basis.

(ii)	Measured on yearly basis

In addition, the IDB Facility contains a change of control provision requiring acceleration of amounts due under the facility.

During 2014 and 2013 the Company was in compliance with all financial covenants.

Short-term Debt.

As of June 30, 2014, our short term debt totaled $135.3 million.

We maintain lines of credit with several banks in order to finance our working capital requirements. We believe that we will continue to be able to obtain additional credit to finance our working capital needs in the future based on our past track record and current market conditions.

The abovementioned loans have to comply with financial covenants. The financial covenants are measured considering the statutory financial statements of the Brazilian Subsidiaries. The covenants to comply with are defined as follows and detailed in the table below:

Interest Coverage = (Adjusted EBITDA)/(Net Financial Expenses)

Solvency = Equity/(Total Assets)

Net Bank Debt/Adjusted EBITDA = (Bank Debt-Cash)/(Adjusted EBITDA)

Debt Service Coverage = (Adjusted EBITDA)/(Payment of long term debt-Net Financial Expenses- dividends)

Bank

Ratio

2014

2015

2016

2017
and on

Rabobank / Itaú BBA / Santander / Itaú Unibanco / Bradesco / HSBC (Finem ANG)

Interest Coverage

[ > ]2

Solvency

[ > ]40

Net Bank Debt / EBITDA

[ < ]4.5

[ < ]4.0

[ < ]3.5

Banco Do Brasil

Debt service coverage

[ > ]1.2

BTG Pactual / HSBC / Votorantim / Rabobank

Interest Coverage

[ > ]2

Solvency

[ > ]40

Net Bank Debt / EBITDA

[ < ]6

Bradesco

Net Debt / Sugarcane Milled Tons

[ < ]80

[ > ]80

Net Debt/Equity

[ > ]80

Banco Do Brasil

Debt service coverage

[ > ]1.2

Itau BBA

Net Bank Debt / EBITDA

[ < ]4.5

[ < ]4.0

[ < ]3.5 / [ < ] 3.0

Itau BBA

Net Bank Debt / EBITDA

[ < ]4.5

[ < ]4.0

[ < ]3.5 / [ < ] 3.0

ING / ABN /Bladex

Interest Coverage

[ > ]2

Solvency

[ > ]40

Net Bank Debt / EBITDA

[ < ]5.0

[ > ]4.0

Rabobank / Bradesco / HSBC / PGGM / Hinduja Bank

Interest Coverage

[ > ]2

Solvency

[ > ]40

Net Bank Debt / EBITDA

[ < ]5.0

[ < ]4.5

Banco do Brasil / Itau BBA Finem Loan

Debt Service Coverage

[ > ]1.2

Net Bank Debt / EBITDA

[ < ]4.5

[ < ]4.0

[ < ]3.5 /[ < ] 3.0

BNDES Finem Loan

Solvency

[ > ]40

Net Bank Debt / EBITDA

[ 1< ]4.5

[ < ]4.5

[ < ]4.0

[ < ]3.5 /[ < ] 3.0

ING / Bradesco / HSBC / BES / ICBC / Hinduja Bank / Monte Dei Paschi / Banco da China / Bladex

Interest Coverage

[ > ]2

Solvency

[ > ] 40

Net Bank Debt / EBITDA

[ < ] 5

Capital Expenditure Commitments

During the Three-month Period ended June 30, 2014, our capital expenditures totaled $170.1 million. Our capital expenditures consisted mainly of (i) equipment, machinery and construction costs related to the construction of the Ivinhema sugar and ethanol mill in Brazil and (ii) the construction of our second free stall dairy in Argentina

We expect continuous capital expenditures for the foreseeable future as we expand and consolidate each of our business segments.

Exhibit 99.2

Adecoagro S.A.

Condensed Consolidated Interim Financial Statements as of June 30, 2014 and for the six-month periods ended June 30, 2014 and 2013

Legal information

Denomination: Adecoagro S.A.

Legal address: Vertigo Naos Building, 6, Rue Eugène Ruppert, L-2453, Luxembourg

Company activity: Agricultural and agro-industrial

Date of registration: June 11, 2010

Expiration of company charter: No term defined

Number of register (RCS Luxembourg): B153.681

Capital stock: 122,381,815 common shares (of which 1,933,741 are treasury shares)

Majority shareholder: Quantum Partners LP

Legal address: 1300 Thames St. 5^th FL, Baltimore MD 21231-3495, United States of America

Parent company activity: Investing

Capital stock: 25,910,004 common shares

F - 2

Adecoagro S.A.

Condensed Consolidated Interim Statements of Financial Position

as of June 30, 2014 and December 31, 2013

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)


	Note		June 30, 2014			December 31, 2013
			(unaudited)
ASSETS
Non-Current Assets
Property, plant and equipment		6		867,036			790,520
Investment property		7		8,136			10,147
Intangible assets		8		25,459			27,341
Biological assets		9		293,389			225,203
Investments in joint ventures				3,660			3,179
Deferred income tax assets		19		47,079			48,368
Trade and other receivables		11		55,876			53,252
Other assets				698			707

Total Non-Current Assets				1,301,333			1,158,717

Current Assets
Biological assets		9		25,147			66,941
Inventories		12		150,600			108,389
Trade and other receivables		11		169,728			141,180
Derivative financial instruments		10		4,445			4,102
Cash and cash equivalents		13		199,327			232,147

Total Current Assets				549,247			552,759

TOTAL ASSETS				1,850,580			1,711,476

SHAREHOLDERS EQUITY
Capital and reserves attributable to equity holders of the parent
Share capital		15		183,573			183,573
Share premium		15		932,741			939,072
Cumulative translation adjustment				(298,718	)		(311,807	)
Equity-settled compensation				14,680			17,352
Cash flow hedge				(12,384	)		(15,782	)
Other reserves				—			(161	)
Reserve from the sale of non controlling interests in subsidiaries				25,575			—
Treasury shares				(2,902	)		(961	)
Retained earnings				47,195			43,018

Equity attributable to equity holders of the parent				889,760			854,304

Non controlling interest				7,972			45

TOTAL SHAREHOLDERS EQUITY				897,732			854,349

LIABILITIES
Non-Current Liabilities
Trade and other payables		17		2,451			2,951
Borrowings		18		646,677			512,164
Deferred income tax liabilities		19		48,552			57,623
Payroll and social security liabilities		20		1,179			1,458
Derivatives financial instruments		10		5,311			—
Provisions for other liabilities		21		2,421			2,293

Total Non-Current Liabilities				706,591			576,489

Current Liabilities
Trade and other payables		17		76,332			92,965
Current income tax liabilities				1,350			310
Payroll and social security liabilities		20		30,086			26,139
Borrowings		18		135,669			147,967
Derivative financial instruments		10		2,247			12,600
Provisions for other liabilities		21		573			657

Total Current Liabilities				246,257			280,638

TOTAL LIABILITIES				952,848			857,127

TOTAL SHAREHOLDERS EQUITY AND LIABILITIES				1,850,580			1,711,476

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 3

Adecoagro S.A.

Condensed Consolidated Interim Statements of Income

for the six-month and three-month periods ended June 30, 2014 and 2013

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)


			Six-months ended June 30						Three-months ended June 30
	Note		2014			2013			2014			2013
			(unaudited)
Sales of manufactured products and services rendered		22		189,737			179,421			120,926			109,390
Cost of manufactured products sold and services rendered		23		(126,095	)		(119,306	)		(79,755	)		(69,626	)

Gross Profit from Manufacturing Activities				63,642			60,115			41,171			39,764

Sales of agricultural produce and biological assets		22		113,422			118,938			83,104			83,256
Cost of agricultural produce sold and direct agricultural selling expenses		23		(113,422	)		(118,938	)		(83,104	)		(83,256	)
Initial recognition and changes in fair value of biological assets and agricultural produce		9		39,860			(15,888	)		915			(17,924	)
Changes in net realizable value of agricultural produce after harvest				(1,704	)		4,538			(2,565	)		3,139

Gross Profit/(Loss) from Agricultural Activities				38,156			(11,350	)		(1,650	)		(14,785	)

Margin on Manufacturing and Agricultural Activities Before Operating Expenses				101,798			48,765			39,521			24,979

General and administrative expenses		23		(23,634	)		(26,060	)		(12,854	)		(14,722	)
Selling expenses		23		(31,393	)		(28,309	)		(19,757	)		(17,866	)
Other operating (expense)/ income, net		25		(2,384	)		20,054			11,186			6,937
Share of loss of joint ventures				(231	)		(36	)		(6	)		(36	)

Profit /(loss) from Operations Before Financing and Taxation				44,156			14,414			18,090			(708	)

Finance income		26		4,301			3,442			2,136			(406	)
Finance costs		26		(39,180	)		(56,309	)		(20,842	)		(41,923	)

Financial results, net		26		(34,879	)		(52,867	)		(18,706	)		(42,329	)

Profit (Loss) Before Income Tax				9,277			(38,453	)		(616	)		(43,037	)

Income tax (expense)/ benefit		19		(5,229	)		12,339			2,068			13,711

Profit (Loss) for the Period from Continuing Operations				4,048			(26,114	)		1,452			(29,326	)

Profit (loss) for the Period from discontinued operations				—			1,767			—			2,469

Profit / (Loss) for the Period				4,048			(24,347	)		1,452			(26,857	)

Attributable to:
Equity holders of the parent				4,069			(24,338	)		1,479			(26,852	)
Non controlling interest				(21	)		(9	)		(27	)		(5	)
Income / (Loss) per share from continuing and discontinued operations attributable to the equity holders of the parent during the period:
Basic earnings per share
From continuing operations				0.034			(0.214	)		0.012			(0.240	)
From discontinued operations				—			0.014			—			0.020
Diluted earnings per share
From continuing operations				0.033			(0.214	)		0.012			(0.240	)
From discontinued operations				—			0.014			—			0.020

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 4

Adecoagro S.A.

Condensed Consolidated Interim Statements of Comprehensive Income

for the six-month and three-month periods ended June 30, 2014 and 2013

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)


	Six-months ended June 30						Three-months ended June 30
	2014			2013			2014			2013
	(unaudited)
Profit (Loss) for the Period		4,048			(24,347	)		1,452			(26,857	)
Other comprehensive income:
Exchange differences on translating foreign operations		(2,792	)		(66,656	)		10,993			(67,880	)
Cash flow hedge		3,393			—			7,775			—

Other comprehensive loss for the period		601			(66,656	)		18,768			(67,880	)

Total comprehensive loss income for the period		4,649			(91,003	)		20,220			(94,737	)

Attributable to:
Equity holders of the parent		4,731			(90,991	)		20,296			(94,729	)
Non controlling interest		(82	)		(12	)		(76	)		(8	)
Total comprehensive income attributable to owners of the parent arising from:
Continuing operations		4,731			(92,758	)		20,296			(97,298	)
Discontinued operations		—			1,767			—			2,569

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 5

Adecoagro S.A.

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

for the six-month periods ended June 30, 2014 and 2013

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)


	Attributable to equity holders of the parent
	Share Capital (Note 15)		Share Premium		Cumulative Translation Adjustment			Equity-settled Compensation			Other reserves			Treasury shares			Retained Earnings			Subtotal			Non Controlling Interest			Total Shareholders’ Equity
Balance at January 1, 2013		183,331		940,332		(182,929	)		17,952			(349	)		(6	)		67,647			1,025,978			65			1,026,043
Loss for the period		—		—		—			—			—			—			(24,338	)		(24,338	)		(9	)		(24,347	)
Other comprehensive income:
- Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations		—		—		(66,653	)		—			—			—			—			(66,653	)		(3	)		(66,656	)

Other comprehensive income for the period		—		—		(66,653	)		—			—			—			(24,338	)		(90,991	)		(12	)		(91,003	)

Total comprehensive income for the period		—		—		—			—			—			—			—			—			—			—
Employee share options (Note 16):
- Value of employee services		—		—		—			39			—			—			—			39			—			39
- Forfeited		—		—		—			(122	)		—			—			122			—			—			—
Restricted shares (Note 16):
- Value of employee services		—		—		—			1,872			—			—			—			1,872			—			1,872
- Vested		242		2,721		—			(3,152	)		179			—			—			(10	)		—			(10	)
- Forfeited		—		—		—			—			6			5			—			11			—			11
Disposal of interest in joint ventures		—		—		684			—			—			—			—			684			—			684

Balance at June 30, 2013 (unaudited)		183,573		943,053		(248,898	)		16,589			(164	)		(1	)		43,431			937,583			53			937,636

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 6

Adecoagro S.A.

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

for the six-month periods ended June 30, 2014 and 2013 (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)


	Attributable to equity holders of the parent
	Share Capital (Note 15)		Share Premium			Cumulative Translation Adjustment			Equity-settled Compensation			Cash flow hedge *()**			Other reserves			Treasury shares			Reserve from the sale of non controlling interests in subsidiaries (Note 14)		Retained Earnings		Subtotal			Non Controlling Interest			Total Shareholders’ Equity
Balance at January 1, 2014		183,573		939,072			(311,807	)		17,352			(15,782	)		(161	)		(961	)		—		43,018		854,304			45			854,349
Profit (Loss) for the period		—		—			—			—			—			—			—			—		4,069		4,069			(21	)		4,048
Other comprehensive income:
- Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations		—		—			(2,736	)		—			—			—			—			—		—		(2,736	)		(56	)		(2,792	)
Cash flow hedge		—		—			—			—			3,398			—			—			—		—		3,398			(5	)		3,393

Total comprehensive income for the period		—		—			(2,736	)		—			3,398			—			—			—		4,069		4,731			(82	)		4,649

Employee share options (Note 16)
- Value of employee services		—		—			—			6			—			—			—			—		—		6			—			6
- Exercised		—		649			—			(218	)		—			—			148			—		—		579			—			579
- Forfeited		—		—			—			(108	)		—			—			—			—		108		—			—			—
Restricted shares (Note 16):
- Value of employee services		—		—			—			1,701			—			—			—			—		—		1,701			—			1,701
- Vested		—		3,444			—			(4,053	)		—			160			446			—		—		(3	)		—			(3	)
- Forfeited		—		—			—			—			—			1			(1	)		—		—		—			—			—
Purchase of own shares (Note 15)		—		(10,424	)		—			—			—			—			(2,534	)		—		—		(12,958	)		—			(12,958	)
Sale of non controlling interests in subsidiaries (Note 14)		—		—			15,825			—			—			—			—			25,575		—		41,400			8,009			49,409

Balance at June 30, 2014 (unaudited)		183,573		932,741			(298,718	)		14,680			(12,384	)		—			(2,902	)		25,575		47,195		889,760			7,972			897,732

(*)	Net of 1,557 of Income Tax.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 7

Adecoagro S.A.

Condensed Consolidated Interim Statements of Cash Flows

for the six-month periods ended June 30, 2014 and 2013

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)


	Note		June 30, 2014			June 30, 2013
			(unaudited)
Cash flows from operating activities:
Profit for the period				4,048			(24,347	)
Adjustments for:
Income tax benefit		19		5,229			(12,339	)
Depreciation		23		34,273			28,902
Amortization		23		192			177
Gain from disposal of farmland and other assets		25		—			(5,082	)
Gain from of disposal of other property items		25		(606	)		(495	)
Gain from disposal of subsidiary				—			(2,119	)
Equity settled share-based compensation granted		24		1,707			1,911
Loss/(Gain) from derivative financial instruments and forwards		25, 26		2,620			1,162
Interest and other expense, net		26		25,768			21,407
Initial recognition and changes in fair value of non harvested biological assets (unrealized)				(11,199	)		19,617
Changes in net realizable value of agricultural produce after harvest (unrealized)				2,305			(1,640	)
Provision and allowances				42			377
Share of loss from joint venture				231			36
Foreign exchange gains, net		26		3,268			16,713
Cash flow hedge – transfer from equity		26		4,609			—
Discontinued operations				—			(1,767	)

Subtotal				72,487			42,513
Changes in operating assets and liabilities:
Increase in trade and other receivables				(23,700	)		(31,425	)
Increase in inventories				(49,251	)		(29,303	)
Decrease in biological assets				45,059			61,820
Decrease in other assets				10			143
(Increase) in derivative financial instruments				(8,107	)		5,913
Decrease in trade and other payables				(13,583	)		(12,594	)
Increase in payroll and social security liabilities				3,721			1,579
Increase/(Decrease) in provisions for other liabilities				191			(239	)

Net cash generated in operating activities before interest and taxes paid				26,827			38,407
Income tax paid				(268	)		(187	)

Net cash generated from operating activities				26,559			38,220

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 8

Adecoagro S.A.

Condensed Consolidated Interim Statements of Cash Flows

for the six-month periods ended June 30, 2014 and 2013 (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)


	Note		June 30, 2014			June 30, 2013
			(unaudited)
Cash flows from investing activities:
Continuing operations:
Purchases of property, plant and equipment				(113,081	)		(76,795	)
Purchases of intangible assets		8		(658	)		(844	)
Purchase of cattle and non current biological assets planting cost				(56,402	)		(48,774	)
Interest received		26		3,393			3,279
Investments in joint ventures				(1,372	)		(4,164	)
Proceeds from sale of farmland and other assets				—			3,018
Proceeds from sale of property, plant and equipment				745			2,179
Proceeds from disposal of subsidiaries				1,003			12,843
Proceeds from sales of financial assets				—			4,924
Discontinued operations				—			5,100

Net cash used in investing activities				(166,372	)		(99,234	)

Cash flows from financing activities:
Proceeds from equity settled share-based compensation exercised				576			—
Proceeds from long-term borrowings				159,104			110,191
Payments of long-term borrowings				(59,539	)		(41,022	)
Net proceeds from the sale of minority interest in subsidiaries				49,414			—
Net (decrease)/increase in short-term borrowings				(28,800	)		2,756
Interest paid				(25,182	)		(14,540	)
Purchase of own shares				(12,992	)		—

Net cash generated from financing activities				82,581			57,385

Net decrease in cash and cash equivalents				(57,232	)		(3,629	)

Cash and cash equivalents at beginning of period				232,147			218,809
Effect of exchange rate changes on cash and cash equivalents				24,412			(11,160	)

Cash and cash equivalents at end of period				199,327			204,020

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 9

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

1. General information

Adecoagro S.A. (the “Company” or “Adecoagro”) is the Group’s ultimate parent company and is a société anonyme (stock corporation) organized under the laws of the Grand Duchy of Luxembourg. 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 three major lines of business, namely, Farming; Sugar, Ethanol and Energy and Land Transformation. Farming is further comprised of three reportable segments, which are described in detail in Note 5 to these condensed consolidated interim financial statements.

Adecoagro is a public company listed in the New York Stock Exchange as a foreign registered company under the symbol of AGRO.

These condensed consolidated interim financial statements have been approved for issue by the Board of Directors on August 12, 2014.

2. Basis of preparation and presentation

The information presented in the accompanying condensed consolidated interim financial statements(“interim financial statements”) as of June 30, 2014 and for the six-month periods ended June 30, 2014 and 2013 is unaudited and in the opinion of management reflect all adjustments necessary to present fairly the financial position of the Group as of June 30, 2014, results of operations and cash flows for the six month periods ended June 30, 2014 and 2013. All such adjustments are of a normal recurring nature. In preparing these accompanying interim financial statements, management has made certain estimates and assumptions that affect reported amounts in the financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results.

These interim financial statements have been prepared in accordance with IAS 34, ‘Interim financial reporting’ and they should be read in conjunction with the annual financial statements for the year ended 31 December 2013, which have been prepared in accordance with IFRSs.

The accounting policies adopted in the preparation of the interim financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2013.

A complete list of standards, amendments and interpretations to existing standards published but not yet effective for the Group is described in Note 2.1 to the annual financial statements. None of those standards have a material impact on the information to be presented in the financial statements.

During the six months ended June 30, 2014, the IASB published new standards that would have an impact on the Group when they become effective:

In June 2014, the IASB issued amendments to IAS 16 “Property, plant and equipment” and IAS 41 “Agriculture”, in relation to bearer plants. The amendments define a bearer plant and exclude them from the scope of IAS 41 and include them within the scope of IAS 16. The amendments shall be applied for annual periods beginning on or after January 1, 2016, with earlier application permitted. The Group is currently analyzing the resulting effects on the presentation of the Group’s results of operations, financial position or cash flows.

In May 2014, the IASB issued IFRS 15, “Revenue from contracts with customers”, which sets out the requirements in accounting for revenue arising from contracts with customers and which is based on the principle that revenue is recognized when control of a good or service is transferred to the customer. IFRS 15 must be applied annual periods beginning on or after January 1, 2017, with earlier application permitted. This standard is not effective for the financial year beginning January 1, 2014 and has not been early adopted. The Group has not yet assessed the potential impact that the application of these standards may have on the Group’s financial condition or results of operations.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 10

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

2. Basis of preparation and presentation (continued)

Seasonality of operations

The Group’s business activities are inherently seasonal. The Group generally harvest and sell its grains (corn, soybean, rice and sunflower) between February and June, with the exception of wheat, which is harvested from December to January. Coffee and cotton are different in that while both are typically harvested from June to August, they require a conditioning process which takes about two to three months. Sales in other business segments, such as in Dairy business segments, tend to be more stable. However, the sale of milk is generally higher during the fourth quarter, when the weather is warmer and pasture conditions are more favorable. The sugarcane harvesting period typically begins April/May and ends in November/December. This creates fluctuations in sugar and ethanol inventory, usually peaking in December to cover sales between crop harvests (i.e., January through April). As a result of the above factors, there may be significant variations in the results of operations from one quarter to another, as planting activities may be more concentrated in one quarter whereas harvesting activities may be more concentrated in another quarter. In addition, quarterly results may vary as a result of the effects of fluctuations in commodities prices, production yields and costs on the determination of initial recognition and changes in fair value of biological assets and agricultural produce.

3. Financial risk management

Risk management principles and processes

The Group continues to be exposed to several risks arising from financial instruments including price risk, exchange rate risk, interest rate risk, liquidity risk and credit risk. A thorough explanation of the Group´s risks and the Group´s approach to the identification, assessment and mitigation of risks is included in Note 3 to the annual financial statements. There have been no changes to the Group´s exposure and risk management principles and processes since December 31, 2013 and refers readers to the annual financial statements for information.

However, the Group considers that the following tables below provide useful information to understand the Group´s interim results for the six month period ended June 30, 2014. These disclosures do not appear in any particular order of potential materiality or probability of occurrence.

• Exchange rate risk

The following tables show the Group’s net monetary position broken down by various currencies for each functional currency in which the Group operates at June 30, 2014. All amounts are shown in US dollars.


	June 30, 2014
	(unaudited)
	Functional currency
Net monetary position (Liability)/ Asset	Argentine Peso			Brazilian Reais			Uruguayan Peso			US Dollar		Total
Argentine Peso		(6,689	)		—			—			—		(6,689	)
Brazilian Reais		—			(346,704	)		—			—		(346,704	)
US Dollar		(66,337	)		(271,939	)		31,895			94,464		(211,917	)
Uruguayan Peso		—			—			(545	)		—		(545	)

Total		(73,026	)		(618,643	)		31,350			94,464		(565,855	)

The Group’s analysis shown on the tables below is carried out based on the exposure of each functional currency subsidiary against the US dollar. The Group estimated that, other factors being constant, a 10% appreciation of the US dollar against the respective functional currencies for the period ended June 30, 2014 would have increased the Group’s Loss Before Income Tax for the period. A 10% depreciation of the US dollar against the functional currencies would have an equal and opposite effect on the income statement.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 11

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3. Financial risk management (continued)


	June 30, 2014
	(unaudited)
	Functional currency
Net monetary position	Argentine Peso			Brazilian Reais			Uruguayan Peso		US Dollar		Total
Argentine Peso		—			—			—		—		—
Brazilian Reais		—			—			—		—		—
US Dollar		(6,634	)		(27,194	)		3,190		—		(30,638	)
Uruguayan Peso		—			—			—		—		—

(Increase) or decrease in Loss Before Income Tax		(6,634	)		(27,194	)		3,190		—		(30,638	)

Hedge Accounting—Cash Flow Hedge

Effective July 1, 2013, the Group formally documented and designated cash flow hedging relationships to hedge the foreign exchange rate risk of a portion of its highly probable future sales in US dollars using a portion of its borrowings denominated in US dollars, currency forwards and foreign currency floating-to-fixed interest rate swaps.

The Company expects that the cash flows will occur and affect profit or loss between 2014 and 2020.

For the period ended June 30, 2014, a total amount before income tax of US$ 341 was recognized in other comprehensive income and an amount of US$ loss 4,609 was reclassified from equity to profit or loss within “Financial results, net”.

• Interest rate risk

The following table shows a breakdown of the Group’s fixed-rate and floating-rate borrowings per currency denomination and functional currency of the subsidiary issuing the loans (excluding finance leases) at June 30, 2014 (all amounts are shown in US dollars):


	June 30, 2014
	(unaudited)
	Functional currency
Rate per currency denomination	Argentine Peso		Brazilian Reais		Uruguayan Peso		Total
Fixed rate:
Argentine Peso		9,039		—		—		9,039
Brazilian Reais		—		226,956		—		226,956
US Dollar		30,494		31,548		—		62,042

Subtotal Fixed-rate borrowings		39,533		258,504		—		298,037

Variable rate:
Brazilian Reais		—		196,765		—		196,765
US Dollar		32,852		247,900		6,022		286,774

Subtotal Variable-rate borrowings		32,852		444,665		6,022		483,539

Total borrowings as per analysis		72,385		703,169		6,022		781,576

Finance leases		763		7		—		770

Total borrowings at June 30, 2014		73,148		703,176		6,022		782,346

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 12

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3. Financial risk management (continued)

At June 30, 2014, if interest rates on floating-rate borrowings had been 1 % higher (or lower) with all other variables held constant, Loss Before Income Tax for the period would decrease as follows:


	June 30, 2014
	(unaudited)
	Functional currency
Rate per currency denomination	Argentine Peso			Brazilian Reais			Uruguayan Peso			Total
Variable rate:
Brazilian Reais		—			(1,968	)		—			(1,968	)
US Dollar		(324	)		(2,479	)		(60	)		(2,863	)

Total effects on Loss Before Income Tax		(324	)		(4,447	)		(60	)		(4,831	)

• Credit risk

As of June 30, 2014, 3 banks accounted for more than 80% of the total cash deposited (Rabobank, HSBC,Banco do Brasil).

• Derivative financial instruments

The following table shows the outstanding positions for each type of derivative contract as of June 30, 2014:

• Futures / Options


	June 30, 2014
Type of derivative contract	Quantities (thousands) ()**		Notional amount			Market Value Asset/ (Liability)			(Loss)/Profit *()**
Type of derivative contract	Quantities (thousands) ()**		Notional amount			Market Value Asset/ (Liability)			(Loss)/Profit *()**
						(unaudited)			(unaudited)
Futures:
Sale
Corn		145		27,198			2,590			2,590
Soybean		89		32,554			(39	)		(171	)
Sugar		3		1,023			(6	)		(6	)
Ethanol		3		2,605			47			47
Options:
*Buy put*
Corn		114		908			960			53
Soybean		36		393			182			(210	)
*Sell put*
Corn		8		(46	)		(32	)		14
*Sell call*
Soybean		36		(391	)		(480	)		(89	)
*Buy Call*
Corn		8		44			27			(17	)

Total		442		64,288			3,249			2,211

(*)

Included in line “Gain from commodity derivative financial instruments” Note 25.

(**)	All quantities expressed in tons except otherwise indicated.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 13

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

3. Financial risk management (continued)

Commodity future contract fair values are computed with reference to quoted market prices on future exchanges.

• Other derivative financial instruments

As of June 30, 2014, the Group has floating-to-fixed interest rate swap, foreign currency fixed-to-floating interest rate swap and foreign currency floating-to fixed interest rate swap agreements, which were also outstanding as of December 31, 2013.

During the period ended on June 2014, the Group entered into several currency forward contracts with Argentinian banks in order to hedge the fluctuation of the Argentinian peso against US Dollar for a total notional amount of US$ 24.2 million. The currency forward contracts had maturity dates between April 2014 and July 2014. The outstanding contracts resulted in the recognition of a gain amounting to US$ 0.32 million in 2014. Gain and losses on currency forward contracts are included within “Financial results, net” in the statement of income.

4. Critical accounting estimates and judgments

The Group’s critical accounting policies are also consistent with those of the audited annual financial statements for the year ended December 31, 2013 described in Note 4.

5. Segment information

IFRS 8 “Operating Segments” requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The CODM evaluates the business based on the differences in the nature of its operations, products and services. The amount reported for each segment item is the measure reported to the CODM for these purposes.

The Group operates in three major lines of business, namely, Farming; Sugar, Ethanol and Energy; and Land Transformation. As from January 1, 2014 the Group’s management does not consider its Coffee and Cattle businesses to be of continuing significance and they do not meet the quantitative threshold for disclosure. The Coffee and Cattle businesses are now presented within “Farming – All Other Segments” and prior years disclsoures have been recast to conform to this presentation.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 14

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

5. Segment information (continued)

•

The Group’s ‘Farming’ line of business is further comprised of three reportable segments:

•

The Group’s ‘Crops’ Segment consists of planting, harvesting and sale of grains, oilseeds and fibers (including wheat, corn, soybeans, cotton and sunflowers, among others), and to a lesser extent the provision of grain warehousing/conditioning, handling and drying services to third parties, and the purchase and sale of crops produced by third parties crops. Each underlying crop in the Crops segment does not represent a separate operating segment. Management seeks to maximize the use of the land through the cultivation of one or more type of crops. Types and surface amount of crops cultivated may vary from harvest year to harvest year depending on several factors, some of them out of the Group´s control. Management is focused on the long-term performance of the productive land, and to that extent, the performance is assessed considering the aggregated combination, if any, of crops planted in the land. A single manager is responsible for the management of operating activity of all crops rather than for each individual crop.

•

The Group’s ‘Rice’ Segment consists of planting, harvesting, processing and marketing of rice;

•

The Group’s ‘Dairy’ Segment consists of the production and sale of raw milk;

•

The Group’s ‘All Other Segments’ column consists of the aggregation of the remaining non-reportable operating segments, which do not meet the quantitative thresholds for disclosure and for which the Group’s management does not consider them to be of continuing significance as from January 1, 2014, namely, Coffee and Cattle.

•

The Group’s ‘Sugar, Ethanol and Energy’ Segment consists of cultivating sugarcane which is processed in owned sugar mills, transformed into ethanol, sugar and electricity and marketed;

•

The Group’s ‘Land Transformation’ Segment comprises the (i) identification and acquisition of underdeveloped and undermanaged farmland businesses; and (ii) realization of value through the strategic disposition of assets (generating profits).

The measurement principles for the Group’s segment reporting structure are based on the IFRS principles adopted in the interim financial statements. Revenue generated and goods and services exchanged between segments are calculated on the basis of market prices.

Total segment assets and liabilities are measured in a manner consistent with that of the condensed consolidated interim financial statements. These assets and liabilities are allocated based on the operations of the segment and the physical location of the asset. The Group’s investment in the joint venture CHS S.A. is allocated to the ‘Crops’ segment.

The following table presents information with respect to the Group’s reportable segments. Certain other activities of a holding function nature not allocable to the segments are disclosed in the column ‘Corporate’.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 15

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

5. Segment information (continued)

Segment analysis for the six-month period ended June 30, 2014 (unaudited)


	*Farming*															Sugar, Ethanol and Energy			Land Transformation		*Corporate*			*Total*
	Crops			Rice			Dairy			All Other Segments			Farming subtotal			Sugar, Ethanol and Energy			Land Transformation		*Corporate*			*Total*
Sales of manufactured products and services rendered		117			51,883			322			788			53,110			136,627			—		—			189,737
Cost of manufactured products sold and services rendered		—			(39,328	)		(322	)		(33	)		(39,683	)		(86,412	)		—		—			(126,095	)

Gross Profit from Manufacturing Activities		117			12,555			—			755			13,427			50,215			—		—			63,642

Sales of agricultural produce and biological assets		98,341			1,460			13,621			—			113,422			—			—		—			113,422
Cost of agricultural produce sold and direct agricultural selling expenses		(98,341	)		(1,460	)		(13,621	)		—			(113,422	)		—			—		—			(113,422	)
Initial recognition and changes in fair value of biological assets and agricultural produce		42,871			11,557			3,890			(386	)		57,932			(18,072	)		—		—			39,860
Changes in net realizable value of agricultural produce after harvest		(1,704	)		—			—			—			(1,704	)		—			—		—			(1,704	)

Gross Profit / (loss) from Agricultural Activities		41,167			11,557			3,890			(386	)		56,228			(18,072	)		—		—			38,156

Margin on Manufacturing and Agricultural Activities Before Operating Expenses		41,284			24,112			3,890			369			69,655			32,143			—		—			101,798

General and administrative expenses		(2,083	)		(1,602	)		(777	)		(84	)		(4,546	)		(10,132	)		—		(8,956	)		(23,634	)
Selling expenses		(2,029	)		(9,126	)		(272	)		(13	)		(11,440	)		(19,225	)		—		(728	)		(31,393	)
Other operating (loss)/income, net		(5,245	)		235			20			(15	)		(5,005	)		2,484			—		137			(2,384	)
Share of loss of joint ventures		(231	)		—			—			—			(231	)		—			—		—			(231	)

Profit / (loss) from Operations Before Financing and Taxation		31,696			13,619			2,861			257			48,433			5,270			—		(9,547	)		44,156

Reserve from the sale of non controlling interests in subsidiaries		—			—			—			—			—			—			25,575		—			25,575
Depreciation and amortization		(994	)		(1,672	)		(775	)		(209	)		(3,650	)		(30,815	)		—		—			(34,465	)
Initial recognition and changes in fair value of biological assets (unrealized)		726			—			—			—			726			(3,337	)		—		—			(2,611	)
Initial recognition and changes in fair value of agricultural produce (unrealized)		14,722			6,106			—			—			20,828			(7,018	)		—		—			13,810
Initial recognition and changes in fair value of biological assets and agricultural produce (realized)		27,423			5,451			3,890			(386	)		36,378			(7,717	)		—		—			28,661
Changes in net realizable value of agricultural produce after harvest (unrealized)		(2,305	)		—			—			—			(2,305	)		—			—		—			(2,305	)
Changes in net realizable value of agricultural produce after harvest (realized)		601			—			—			—			601			—			—		—			601
Property, plant and equipment, net		133,342			44,670			16,314			9,339			203,665			663,371			—		—			867,036
Investment property		—			—			—			8,136			8,136			—			—		—			8,136
Goodwill		8,091			3,394			—			1,247			12,732			9,903			—		—			22,635
Biological assets		20,324			4,502			7,968			2,247			35,041			283,495			—		—			318,536
Investment in joint ventures		—			—			—			3,660			3,660			—			—		—			3,660
Inventories		61,117			30,822			4,209			226			96,374			54,226			—		—			150,600

Total segment assets		222,874			83,388			28,491			24,855			359,608			1,010,995			—		—			1,370,603

Borrowings		63,737			31,793			(1,399	)		1,642			95,773			686,573			—		—			782,346

Total segment liabilities		63,737			31,793			(1,399	)		1,642			95,773			686,573			—		—			782,346

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 16

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

5. Segment information (continued)

Segment analysis for the six-month period ended June 30, 2013 (unaudited)


	*Farming*															Sugar, ethanol and energy			Land transformation
	Crops			Rice			Dairy			All Other Segments			Farming subtotal			Sugar, ethanol and energy			Land transformation		Corporate			Total
Sales of manufactured products and services rendered		342			52,167			—			1,864			54,373			125,048			—		—			179,421
Cost of manufactured products sold and services rendered		—			(45,217	)		—			(48	)		(45,265	)		(74,041	)		—		—			(119,306	)

Gross Profit from Manufacturing Activities		342			6,950			—			1,816			9,108			51,007			—		—			60,115

Sales of agricultural produce and biological assets		102,595			1,243			14,244			856			118,938			—			—		—			118,938
Cost of agricultural produce sold and direct agricultural selling expenses		(102,595	)		(1,243	)		(14,244	)		(856	)		(118,938	)		—			—		—			(118,938	)
Initial recognition and changes in fair value of biological assets and agricultural produce		17,754			5,473			2,730			(6,937	)		19,020			(34,908	)		—		—			(15,888	)
Changes in net realizable value of agricultural produce after harvest		4,417			—			—			121			4,538			—			—		—			4,538

Gross Profit/ (Loss) from Agricultural Activities		22,171			5,473			2,730			(6,816	)		23,558			(34,908	)		—		—			(11,350	)

Margin on Manufacturing and Agricultural Activities Before Operating Expenses		22,513			12,423			2,730			(5,000	)		32,666			16,099			—		—			48,765

General and administrative expenses		(2,106	)		(2,390	)		(536	)		(556	)		(5,588	)		(10,358	)		—		(10,114	)		(26,060	)
Selling expenses		(2,646	)		(8,246	)		(206	)		(440	)		(11,538	)		(16,612	)		—		(159	)		(28,309	)
Other operating loss, net		4,028			274			39			(313	)		4,028			9,051			6,919		56			20,054
Share of loss of joint ventures		(36	)		—						—			(36	)		—			—		—			(36	)

Profit/ (Loss) from Operations Before Financing and Taxation		21,753			2,061			2,027			(6,309	)		19,532			(1,820	)		6,919		(10,217	)		14,414

Profit from discontinued operations		—			—			1,767			—			1,767			—			—		—			1,767
Depreciation and amortization		(1,118	)		(2,534	)		(535	)		(191	)		(4,378	)		(24,701	)		—		—			(29,079	)
Initial recognition and changes in fair value of biological assets (unrealized)		688			—			(98	)		(7,277	)		(6,687	)		(17,827	)		—		—			(24,514	)
Initial recognition and changes in fair value of agricultural produce (unrealized)		5,343			3,339			—			294			8,976			(4,079	)		—		—			4,897
Initial recognition and changes in fair value of biological assets and agricultural produce (realized)		11,723			2,134			2,828			46			16,731			(13,002	)		—		—			3,729
Changes in net realizable value of agricultural produce after harvest (unrealized)		1,640			—			—			—			1,640			—			—		—			1,640
Changes in net realizable value of agricultural produce after harvest (realized)		2,777			—			—			121			2,898			—			—		—			2,898
As of December 31, 2013:
Property, plant and equipment, net		157,664			55,411			20,097			10,333			243,505			547,015			—		—			790,520
Investment property		—			—			—			10,147			10,147			—			—		—			10,147
Goodwill		9,956			4,233			—			1,367			15,556			9,313			—		—			24,869
Biological assets		35,982			30,596			9,450			2,340			78,368			213,776			—		—			292,144
Investment in joint ventures		3,179			—			—			—			3,179			—			—		—			3,179
Inventories		27,240			10,128			1,563			213			39,144			69,245			—		—			108,389

Total segment assets		234,021			110,368			31,110			24,400			389,899			839,349			—		—			1,229,248

Borrowings		68,886			41,906			10,477			—			121,269			538,862			—		—			660,131

Total segment liabilities		68,886			41,906			10,477			—			121,269			538,862			—		—			660,131

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 17

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

6. Property, plant and equipment

Changes in the Group’s property, plant and equipment in the six-month periods ended June 30, 2014 and 2013 were as follows:


	Farmlands			Farmland improvements			Buildings and facilities			Machinery, equipment, furniture and fittings			Computer equipment			Vehicles			Work in progress			Total
Six-month period ended June 30, 2013
Opening net book amount.		284,281			8,517			148,886			212,641			1,593			1,740			223,239			880,897
Exchange differences		(23,773	)		(710	)		(11,784	)		(15,738	)		(109	)		(140	)		(16,776	)		(69,030	)
Additions		—			91			3,838			35,622			743			121			41,410			81,825
Transfers		—			229			74,732			108,770			20			—			(183,751	)		—
Disposals		(5,415	)		—			(411	)		(1,860	)		(14	)		(26	)		—			(7,726	)
Disposals of subsidiaries		(2,031	)		—			(395	)		—			—			—			—			(2,426	)
Reclassification to non-income tax credits (*)		—			—			(439	)		1,287			—			—			—			848
Depreciation (Note 23)		—			(1,034	)		(6,166	)		(20,914	)		(529	)		(259	)		—			(28,902	)

Closing net book amount		253,062			7,093			208,261			319,808			1,704			1,436			64,122			855,486

At June 30, 2013 (unaudited)
Cost		253,062			12,996			267,426			491,217			4,755			4,382			64,122			1,097,960
Accumulated depreciation		—			(5,903	)		(59,165	)		(171,409	)		(3,051	)		(2,946	)		—			(242,474	)

Net book amount		253,062			7,093			208,261			319,808			1,704			1,436			64,122			855,486

Six-month period ended June 30, 2014
Opening net book amount		216,843			8,852			206,462			297,910			1,690			1,184			57,579			790,520
Exchange differences		(26,549	)		(1,721	)		4,741			15,155			75			(217	)		2,794			(5,722	)
Additions		—			—			14,708			44,439			889			126			56,627			116,789
Transfers		—			—			13,649			7,924			32			—			(21,605	)		—
Disposals		—			—			(7	)		(443	)		(5	)		(21	)		—			(476	)
Reclassification to non-income tax credits (*)		—			—			(173	)		(578	)		—			—			—			(751	)
Depreciation (Note 23)		—			(843	)		(8,371	)		(23,553	)		(383	)		(174	)		—			(33,324	)

Closing net book amount		190,294			6,288			231,009			340,854			2,298			898			95,395			867,036

At June 30, 2014 (unaudited)
Cost		190,294			14,025			307,411			565,144			6,365			4,233			95,395			1,182,867
Accumulated depreciation		—			(7,737	)		(76,402	)		(224,290	)		(4,067	)		(3,335	)		—			(315,831	)

Net book amount		190,294			6,288			231,009			340,854			2,298			898			95,395			867,036

(*)	Brazilian federal tax law allows entities to take a percentage of the total cost of the assets purchased as a tax credit, As of December 31, 2013, ICMS tax credits were reclassified to trade and other receivables.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F-18

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

6. Property, plant and equipment (continued)

An amount of US$ 29,847 and US$ 25,358 of depreciation are included in “Cost of manufactured products sold and services rendered” for the six-month periods ended June 30, 2014 and 2013, respectively. An amount 3,109 and US$ 3,306 of depreciation are included in “General and administrative expenses” for the six-month periods ended June 30, 2014 and 2013, respectively. An amount of US$ 560 and US$ 238 of depreciation are included in “Selling expenses” for the six-month periods ended June 30, 2014 and 2013, respectively

As of June 30, 2014, borrowing costs of US$ 1,938 (June 30, 2013: US$ 6,830) were capitalized as components of the cost of acquisition or construction of qualifying assets.

Certain of the Group’s assets have been pledged as collateral to secure the Group’s borrowings and other payables. The net book value of the pledged assets amounts to US$ 23,932 as of June 30, 2014.

As of June 30, 2014 included within property, plant and equipment balances are US$ 736 related to the net book value of assets under finance leases.

7. Investment property

Changes in the Group’s investment property in the six-month periods ended June 30, 2014 and 2013 were as follows:


	June 30, 2014			June 30, 2013
	(unaudited)
Beginning of the period		10,147			15,542
Exchange differences		(2,011	)		(1,356	)

End of the period		8,136			14,186

Cost		8,136			14,186
Accumulated depreciation		—			—

Net book amount		8,136			14,186

The following amounts have been recognized in the statement of income in the line “Sales of manufactured products and services rendered”:


	June 30, 2014		June 30, 2013
	(unaudited)
Rental income		786		2,036

As of June 30, 2014, the fair value of investment property was US$ 58 million (2013: US$ 67 million).

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 19

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

8. Intangible assets

Changes in the Group’s intangible assets in the six-month periods ended June 30, 2014 and 2013 were as follows:


	Goodwill			Trademarks			Software			Others			Total
Six-month period ended June 30, 2013
Opening net book amount		31,100			1,356			341			83			32,880
Exchange differences		(2,586	)		(31	)		(33	)		(6	)		(2,656	)
Additions		—			—			800			44			844
Amortization charge (ii) (Note 23)		—			(86	)		(91	)		—			(177	)

Closing net book amount		28,514			1,239			1,017			121			30,891

At June 30, 2013 (unaudited)
Cost		28,514			2,571			1,829			121			33,035
Accumulated amortization		—			(1,332	)		(812	)		—			(2,144	)

Net book amount		28,514			1,239			1,017			121			30,891

Six-month period ended June 30, 2014
Opening net book amount		24,869			1,129			1,343			—			27,341
Exchange differences		(2,234	)		(17	)		(97	)		—			(2,348	)
Additions		—			—			651			7			658
Amortization charge (ii) (Note 23)		—			(72	)		(120	)		—			(192	)

Closing net book amount		22,635			1,040			1,777			7			25,459

At June 30, 2014 (unaudited)
Cost		22,635			2,509			2,806			136			28,086
Accumulated amortization		—			(1,469	)		(1,029	)		(129	)		(2,627	)

Net book amount		22,635			1,040			1,777			7			25,459

(i)	For the six-month period ended June 30, 2013 an amount of US$ 91 and US$ 86 of amortization charges are included in “General and administrative expenses” and “Selling expenses”, respectively. There were no impairment charges for any of the periods presented.

(ii)	For the six-month period ended June 30, 2014 an amount of US$ 120 and US$ 72 of amortization charges are included in “General and administrative expenses” and “Selling expenses”, respectively. There were no impairment charges for any of the periods presented.

The Group tests annually whether goodwill has suffered any impairment. The last impairment test of goodwill was performed as of September 30, 2013.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 20

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

9. Biological assets

Changes in the Group’s biological assets in the six-month periods ended June 30, 2014 and 2013 were as follows:


	June 30, 2014			June 30, 2013
	(unaudited)
Beginning of the period		292,144			298,136
Increase due to purchases		526			561
Initial recognition and changes in fair value of biological assets (i)		39,860			(15,888	)
Decrease due to harvest		(204,515	)		(197,958	)
Decrease due to disposals		(13,621	)		(9,704	)
Costs incurred during the period		200,292			185,914
Exchange differences		3,850			(20,066	)

End of the period year		318,536			240,995

(i)

Biological asset with a production cycle of more than one year (that is, sugarcane, coffee, dairy and cattle) generated ‘Initial recognition and changes in fair value of biological assets’ amounting to US$ 14,568 loss for the six-month period ended June 30, 2014 (2013: US$ (39,115) loss). In 2014, an amount of US$ 27,624 gain (2013: US$ (10,189) loss) was attributable to price changes, and an amount of US$ 42,192 loss (2013: US$ (28,926) loss) was mainly attributable to physical changes.

Biological assets as of June 30, 2014 and December 31, 2013 were as follows:


	June 30, 2014		December 31, 2013
	(unaudited)
Non-current
Cattle for dairy production		7,620		9,450
Other cattle		27		33
Sown land – coffee		2,247		1,944
Sown land – sugarcane		283,495		213,776

		293,389		225,203

Current
Other cattle		321		363
Sown land – crops		20,324		35,982
Sown land – rice		4,502		30,596

		25,147		66,941

Total biological assets		318,536		292,144

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 21

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

10. Financial instruments

As of June 30, 2014, the financial instruments recognized at fair value on the statement of financial position comprise derivative financial instruments.

In the case of Level 1, valuation is based on unadjusted quoted prices in active markets for identical financial assets that the Group can refer to at the date of the statement of financial position. A market is deemed active if transactions take place with sufficient frequency and in sufficient quantity for price information to be available on an ongoing basis. Since a quoted price in an active market is the most reliable indicator of fair value, this should always be used if available. The financial instruments the Group has allocated to this level mainly comprise crop futures and options traded on the stock market. In the case of securities, the Group allocates them to this level when either a stock market price is available or prices are provided by a price quotation on the basis of actual market transactions.

Derivatives not traded on the stock market allocated to Level 2 are valued using models based on observable market data. For this, the Group uses inputs directly or indirectly observable in the market, other than quoted prices. If the financial instrument concerned has a fixed contract period, the inputs used for valuation must be observable for the whole of this period. The financial instruments the Group has allocated to this level mainly comprise interest-rate swaps and foreign-currency interest-rate swaps.

In the case of Level 3, the Group uses valuation techniques not based on inputs observable in the market. This is only permissible insofar as no observable market data are available. The inputs used reflect the Group’s assumptions regarding the factors, which market players would consider in their pricing. The Group uses the best available information for this, including internal company data. The Group does not have financial instruments allocated to this level for any of the periods presented.

The following tables present the Group’s financial assets and financial liabilities that are measured at fair value as of June 30, 2014 and their allocation to the fair value hierarchy:


	2014
	Level 1			Level 2			Level 3		Total
Assets
Derivative financial instruments		4,445			—			—		4,445

Total assets		4,445			—			—		4,445

Liabilities
Derivative financial instruments		(1,356	)		(6,202	)		—		(7,558	)

Total liabilities		(1,356	)		(6,202	)		—		(7,558	)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 22

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

10. Financial instruments (continued)

When no quoted prices in an active market are available, fair values (particularly with derivatives) are based on recognized valuation methods. The Group uses a range of valuation models for this purpose, details of which may be obtained from the following table:


Class	Pricing Method	Parameters	Pricing Model		Level		Total
Futures	Quoted price	—		—		1		2,592
Foreign currency futures	Quoted price	—		—		1		(160	)
Options	Quoted price	—		—		1		657
Interest-rate swaps	Theoretical price	Swap curve; Money market interest-rate curve		Present value method		2		(6,202	)

								(3,113	)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 23

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

11. Trade and other receivables, net


	June 20, 2014			December 31, 2013
	(unaudited)
Non current
Trade receivables		3,552			4,676

Trade receivables – net		3,552			4,676

Advances to suppliers		16,915			10,658
Income tax credits		6,986			7,058
Non-income tax credits (i)		15,665			13,941
Judicial deposits		2,827			2,706
Receivable from disposal of subsidiary		4,890			9,202
Cash collateral		1,367			451
Other receivables		3,674			4,560

Non current portion		55,876			53,252

Current
Trade receivables		53,682			46,326
Less: Allowance for trade receivables		(419	)		(545	)

Trade receivables – net		53,263			45,781

Prepaid expenses		4,400			7,786
Advance to Suppliers		36,374			16,088
Income tax credits		5,975			5,519
Non-income tax credits (i)		41,858			43,700
Cash collateral		7,287			6,554
Receivable from disposal of subsidiary		6,080			6,174
Other receivables		14,491			9,578

Subtotal		116,465			95,399

Current portion		169,728			141,180

Total trade and other receivables, net		225,604			194,432

(i)	Includes US$ 751 reclassified from property, plant and equipment (December 31, 2013: US$ 383).

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 24

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

11. Trade and other receivables, net (continued)

The fair values of current trade and other receivables approximate their respective carrying amounts due to their short-term nature. The fair values of non-current trade and other receivables approximate their carrying amount, as the impact of discounting is not significant.

The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies (expressed in US dollars):


	June 30, 2014		December 31, 2013
	(unaudited)
Currency
US Dollar		40,735		30,054
Argentine Peso		47,347		50,512
Uruguayan Peso		1,002		520
Brazilian Reais		136,521		113,346

		225,604		194,432

As of June 30, 2014 trade receivables of US$ 20,925 (December 31, 2013: US$ 14,319) were past due but not impaired. The ageing analysis of these receivables is as follows:


	June 30, 2014		December 31, 2013
	(unaudited)
Up to 3 months		20,012		13,432
3 to 6 months		110		827
Over 6 months		803		60

		20,925		14,319

The creation and release of allowance for trade receivables have been included in ‘Selling expenses’ in the statement of income. Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash.

The other classes within other receivables do not contain impaired assets.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group holds mortgage as collateral for the sale of Agrícola Ganadera San José S.R.L.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 25

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

12. Inventories


	June 30, 2014		December 31, 2013
	(unaudited)
Raw materials		36,533		37,859
Finished goods		105,741		67,689
Stocks held by third parties		8,200		2,824
Others		126		17

		150,600		108,389

The cost of inventories recognized as expense are included in ‘Cost of manufactured products sold and services rendered’ amounted to US$ 126,095 for the six-month period ended June 30, 2014. The cost of inventories recognized as expense and included in ‘Cost of agricultural produce sold and direct agricultural selling expenses’ amounted to US$ 66,365 for the six-month period ended June 30, 2014.

13. Cash and cash equivalents


	June 30, 2014		December 31, 2013
	(unaudited)
Cash at bank and on hand		123,695		165,362
Short-term bank deposits		75,632		66,785

		199,327		232,147

14. Disposals

Sale of 49% of interest in Global Anceo S.L.U. and Global Hisingen S.L.U.

In June, 2014, the Group sold 49% of its interest in Global Anceo S.L.U. and Global Hisingen S.L.U. The main underlying assets of such corporations are Guayacanes and La Guarida farms.

Sale price amounted US$ 50.5 million and US$ 49.4 million was collected as of the transaction´s day. As the Company did not lose control of its subsidiaries, this operation is classified as an equity’s transaction, and the margin of the operation was registered in Statement of Changes in Shareholders’ Equity under the line item “Reserve from the sale of non controlling interests in subsidiaries”. The transaction resulted in an increase of equity attributable to owners of the Company of US$ 25.6 million and also an increase in non-controlling interest of US$ 8.0 million.

Mimoso farm and coffee assets

In May 2013, the Group completed the sale of the Mimoso farm (through the sale of the Brazilian subsidiary Fazenda Mimoso Ltda,) and Lagoa do Oeste farm located in Luis Eduardo Magalhaes, Bahia, Brazil. The farms have a total area of 3,834 hectares of which 904 hectares are planted with coffee trees. In addition, the Group entered into an agreement whereby the buyer will operate and make use of 728 hectares of existing coffee trees in Adecoagro’s Rio de Janeiro farm during an 8-year period. Pursuant to the terms of the agreement, we will retain property to these coffee trees, which will still have an estimate useful life of 10 years upon the expiration of the agreement. The total consideration of this operation was a nominal amount of Brazilian Reais 49 million (US$ 24 million), from which Brazilian Reais 12,371 (US$ 6 million) were collected as of December 31, 2013. The remaining amount will be collected in three equal installments in 2014, 2015 and 2016. This transaction resulted in a gain of US$ 5,7 million recorded in other operating income in the statement of income.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 26

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

14. Disposals (continued)

In June 2013, the Group completed the sale of the remaining 49% interest in Santa Regina S.A., a company whose main underlying asset is the Santa Regina farm. This transaction resulted in a gain of US$ 1,2 million recorded in other operating income in the statement of income.

15. Shareholders’ contributions


	Number of shares (thousands)		Share capital and share premium
At January 1, 2013		122,220		1,123,663
Restricted shares issued (Note 16)		161		2,963

At June 30, 2013		122,381		1,126,626

At January 1, 2014		122,382		1,122,645
Employee share options exercised (Note 16)		—		649
Restricted shares vested		—		3,444
Purchase of own shares		—		(10,424	)

At June 30, 2014		122,382		1,116,314

Share Repurchase Program

On September 24, 2013, the Board of Directors of the Company has authorized a share repurchase program for up to 5% of its outstanding shares. The repurchase program has commenced on September 24, 2013 and will be reviewed by the Board of Directors after a 12-month period: repurchases of shares under the program are made from time to time in open market transactions in compliance with the trading conditions of Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, and applicable rules and regulations. The share repurchase program does not require Adecoagro to acquire any specific number or amount of shares and may be modified, suspended, reinstated or terminated at any time in the Company’s discretion and without prior notice. The size and the timing of repurchases will depend upon market conditions, applicable legal requirements and other factors.

As of June 30, 2014, the Company repurchased 2,343,846 shares under this program.

16. Equity-settled share-based payments

The Group has set a “2004 Incentive Option Plan” and a “2007/2008 Equity Incentive Plan” (collectively referred to as “Option Schemes”) under which the Group grants equity-settled options to senior managers and selected employees of the Group´s subsidiaries. Additionally, in 2010 the Group has set a “Adecoagro Restricted Share and Restricted Stock Unit Plan” (referred to as “Restricted Share Plan”) under which the Group grants restricted shares, or restricted stock units to senior and medium management and key employees of the Group’s subsidiaries.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 27

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

16. Equity-settled share-based payments (continued)

(a) Option Schemes

For the six-month periods ended June 30, 2014 and 2013 the Group incurred US$ nill million for the both period, related to the options granted under the Option Schemes.

Movements in the number of equity-settled options outstanding and their related weighted average exercise prices under plans are as follows:

2004 Incentive Option Plan


	June 30, 2014					June 30, 2013
	Average exercise price per share		Options (thousands)			Average exercise price per share		Options (thousands)
At January 1		6,67		2,061			6,68		2,100
Forfeited		—		(5	)		8,62		(1	)
Exercised		5,83		(99	)		—		—
Expired		—		—			—		—

At June 30		6,70		1,957			6,68		2,099

2007/2008 Equity Incentive Plan


	June 30, 2014					June 30, 2013
	Average exercise price per share		Options (thousands)			Average exercise price per share		Options (thousands)
At January 1		13,07		1,751			13,06		2,013
Forfeited		13,40		(22	)		13,22		(33	)

At June 30		13,07		1,729			13,06		1,980

Options outstanding under the plans have the following expiry date and exercise prices:

2004 Incentive Option Plan


	Exercise price per		Shares (in thousands)
	share		June 30, 2014		June 30, 2013
Expiry date:
May 1, 2014		5,83		577		674
May 1, 2015		5,83		553		553
May 1, 2016		5,83		153		173
February 16, 2016		7,11		110		110
October 1, 2016		8,62		564		590

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 28

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

16. Equity-settled share-based payments (continued)

2007/2008 Equity Incentive Plan


	Exercise price per		Shares (in thousands)
	share		June 30, 2014		June 30, 2013
Expiry date:
Dec 1, 2017		12,82		950		1,129
Jan 30, 2019		13,40		599		670
Nov 1, 2019		13,40		8		8
Jan 30, 2020		12,82		26		26
Jan 30, 2020		13,40		65		65
Jun 30, 2020		13,40		22		22
Sep 1, 2020		13,40		44		44
Sep 1, 2020		12,82		15		15

The following table shows the exercisable shares at period end under both the Adecoagro/ IFH 2004 Incentive Option Plan and the Adecoagro/ IFH 2007/ 2008 Equity Incentive Plan:


	Exercisable shares in thousands
June 30, 2014		3,686
June 30, 2013		4,019

(b) Restricted Share and Restricted Stock Unit Plan

The Restricted Share and Restricted Stock Unit Plan were effectively established in 2010 and amended in November 2011 and is administered by the Compensation Committee of the Company. Awards under this plan vest over a 3-year period from the date of grant at 33% on each anniversary of the grant date. Participants are entitled to receive one common share of the Company for each restricted share or restricted unit issued. For the Restricted Share Plan there are no performance requirements for the delivery of common shares, except that a participant’s employment with the Group must not have been terminated prior to the relevant vesting date. If the participant ceases to be an employee for any reason, any unvested restricted share shall not be converted into common shares and the participant shall cease for all purposes to be a shareholder with respect to such shares.

On July 18, 2011, the Group issued and registered 427,293 restricted shares with a nominal value of US$ 1.5 which were granted under the Restricted Share Plan. While the restricted shares are not vested, they are recognized in “Other reserves”. Once they are vested, the reserve is reversed and a share premium is recognized. As of June 30, 2014, all the restricted shares were vested.

The restricted shares under the Restricted Share Plan were measured at fair value at the date of grant.

As of June 30, 2014, the Group recognized compensation expense US$ 1.7 million related to the restricted shares granted under the Restricted Share Plan (2013: US$ 1,9 million).

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 29

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

16. Equity-settled share-based payments (continued)

Key grant-date fair value and other assumptions under the Restricted Share and Restricted Stock Unit Plan are detailed below:


Grant Date	Apr 1, 2011			Apr 1, 2011			May 13, 2011			Apr 1, 2012			May 15, 2012			Apr 1, 2013			May 15, 2013
Fair value		12,69			12,69			12,36			9,81			9,33			8,08			7,48
Possibility of ceasing employment before vesting		1,42	%		1,86	%		0	%		3	%		0	%		5	%		0	%

Movements in the number of restricted shares outstanding under the Restricted Share and Restricted Stock Unit Plan are as follows:


	Restricted shares (thousands)			Restricted stock units (thousands)			Restricted shares (thousands)			Restricted stock units (thousands)
	2014			2014			2013			2013
At January 1		110			699			234			515
Granted (1)		—			470			—			346
Forfeited		(3	)		(15	)		(4	)		(6	)
Vested		(107	)		(297	)		(119	)		(168	)

At June 30		—			857			111			687

(1)	Approved by the Board of Directors of March 13, 2014 and the Shareholders Meeting of April 16, 2014.

17. Trade and other payables


	June 30, 2014		December 31, 2013
	(unaudited)
Non-current
Payable from acquisition of property, plant and equipment (i)		2,084		2,605
Other payables		367		346

		2,451		2,951

Current
Trade payables		68,462		84,009
Advances from customers		2,488		2,900
Amounts due to related parties (Note 27)		491		1,069
Taxes payable		2,556		3,108
Payables from acquisitions of property, plants and equipment		1,075		—
Escrows arising on business combinations		1,063		1,030
Other payables		197		849

		76,332		92,965

Total trade and other payables		78,783		95,916

(i)	These trades payable are mainly collateralized by property, plant and equipment.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 30

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

18. Borrowings


	June 30, 2014		December 31, 2013
	(unaudited)
Non-current
Votoratim		3,357		3,388
ABC Brazil Loan		11,084		17,746
Bradesco Loan (*)		8,764		8,832
BNDES Loan Facility(*)		148,272		108,804
IDB Facility (*)		29,920		37,703
Ciudad de Buenos Aires Loan		14,286		14,286
Galicia Loan		461		1,150
Banco do Brazil Loan Facility (*)		85,905		82,997
Itaú BBA Facility (*)		51,898		44,327
Rabobank Loan (*)		34,688		32,482
ING/ABN/Bladex(*)		51,617		52,000
Rabobank, Syndicated Loan (*)		89,153		88,980
ING Bank N,V, Syndicated Loan (*)		97,813		—
Other bank borrowings		19,026		19,058
Obligations under finance leases		433		411

		646,677		512,164

Current
Bank overdrafts		2,098		5,750
BNDES Loan Facility (*)		16,363		8,695
IDB Facility (*)		15,634		15,388
Ciudad de Buenos Aires Loan		2,974		2,992
Galicia Loan		1,509		5,733
Banco do Brazil Loan Facility (*)		12,508		6,888
Rabobank Loan (*)		45,184		32,249
ITAU (*)		8,639		10,924
ABC Brazil Loan		11,710		10,027
Bradesco Loan (*)		6,234		5,932
Votoratim		8,132		7,310
ING/ABN/Bladex(*)		—		17,003
Rabobank, Syndicated Loan (*)		249		365
Other bank borrowings		4,098		18,383
Obligations under finance leases		337		328

		135,669		147,967

Total borrowings		782,346		660,131

(*)	The Group was in compliance with the related covenants under the respective loan agreements.

New loan of the period – ING Bank N.V. Syndicated Loan

In March 2014, Adecoagro Vale do Ivinhema entered into a US$ 100.0 million loan with syndicate of banks, led by ING Bank N.V., due 2017. This syndicate loan bears an interest of LIBOR 3 months + 4.20% per annum. Certain covenants are measured on a combined basis aggregating the borrowing subsidiaries and others are measured on an individual basis.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 31

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

18. Borrowings (continued)

Financial ratios:

2014

2015

2016

Net Bank Debt / EBITDA

]4,5

Solvency Ratio

]40%

Interest Coverage Ratio

As of June 30, 2014, total bank borrowings include collateralized liabilities of US$ 679,237 (December 31, 2013: US$ 625,533). These loans are mainly collateralized by property, plant and equipment sugarcane plantations, sugar export contracts and shares of certain subsidiaries of the Group.

The maturity of the Group’s borrowings (excluding obligations under finance leases) and the Group’s exposure to fixed and variable interest rates is as follows:


	June 30, 2014		December 31, 2013
	(unaudited)
Fixed rate:
Less than 1 year		51,501		56,932
Between 1 and 2 years		49,697		38,393
Between 2 and 3 years		41,348		37,762
Between 3 and 4 years		34,390		29,467
Between 4 and 5 years		30,128		27,803
More than 5 years		90,973		75,745

		298,037		266,102

Variable rate:
Less than 1 year		83,831		90,707
Between 1 and 2 years		163,435		107,392
Between 2 and 3 years		141,938		100,949
Between 3 and 4 years		57,556		54,212
Between 4 and 5 years		11,123		12,586
More than 5 years		25,656		27,444

		483,539		393,290

		781,576		659,392

The carrying amounts of the Group’s borrowings are denominated in the following currencies (expressed in US dollars):


	June 30, 2014		December 31, 2013
	(unaudited)
Currency
US Dollar		349,121		257,283
Brazilian Reais		423,728		372,058
Argentine Peso		9,497		30,775
Uruguayan Peso		—		15

		782,346		660,131

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 32

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

19. Taxation

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.


	June 30, 2014			June 30, 2013
	(unaudited)
Current income tax		(1,620	)		(929	)
Deferred income tax		(3,609	)		13,268

Income tax (expense)/benefit		(5,229	)		12,339

There has been no change in the statutory tax rates in the countries where the Group operates since December 31, 2013,

Argentine law includes a 10% withholding tax on dividend distributions made by Argentine companies to individuals and foreign beneficiaries. As of June 30, 2014, the Company did not record any liability on retain earnings at their Argentine subsidiaries due to its dividend policy which defines that the Company intends to retain any future earnings to finance operations and the expansion of their business and does not intend to distribute or pay any cash dividends on our common shares in the foreseeable future.

The gross movement on the deferred income tax account is as follows:


	June 30, 2014			June 30, 2013
	(unaudited)
Beginning of period asset/(liability)		(9,255	)		39,998
Exchange differences		12,948			(2,706	)
Disposal of subsidiary		—			(196	)
Tax charge relating to cash flow hedge (i)		(1,557	)		—
Income tax expense		(3,609	)		(13,268	)

End of period asset/(liability)		(1,473	)		23,828

(i)	Relates to the gain or loss before income tax of cash flow hedge recognized in other comprehensive income amounting to US$ 4,950 for the six-month period ended June 30, 2014.

The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:


	June 30, 2014			June 30, 2013
	(unaudited)
Tax calculated at the tax rates applicable to profits in the respective countries		(3,796	)		12,431
Non-deductible items		(66	)		(2,409	)
(Loss) / income not subject to tax		(1,564	)		2,349
Others benefit/(expense)		197			(32	)

Income tax (expense)/benefit		(5,229	)		12,339

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 33

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

20. Payroll and social security liabilities


	June 30, 2014		December 31, 2013
	(unaudited)
Non-current
Social security payable		1,179		1,458

		1,179		1,458

Current
Salaries payable		12,062		5,782
Social security payable		3,619		3,849
Provision for vacations		11,705		11,481
Provision for bonuses		2,700		5,027

		30,086		26,139

Total payroll and social security liabilities		31,265		27,597

21. Provisions for other liabilities

The Group is subject to several laws, regulations and business practices of the countries where it operates, In the ordinary course of business, the Group is subject to certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving tax, labor and social security, administrative and civil and other matters. The Group accrues liabilities when it is probable that future costs will be incurred and it can reasonably estimate them. The Group bases its accruals on up-to-date developments, estimates of the outcomes of the matters and legal counsel experience in contesting, litigating and settling matters. As the scope of the liabilities becomes better defined or more information is available, the Group may be required to change its estimates of future costs, which could have a material effect on its results of operations and financial condition or liquidity. There have been no material changes to claimed amounts and current proceedings since December 31, 2013.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 34

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

22. Sales


	June 30, 2014		June 30, 2013
	(unaudited)
Sales of manufactured products and services rendered:
Ethanol		74,963		71,023
Sugar (*)		43,036		45,135
Rice (*)		50,478		50,841
Energy		18,628		8,765
Operating leases		867		2,036
Services		1,432		1,480
Others		333		141

		189,737		179,421

Sales of agricultural produce and biological assets:
Soybean (*)		58,018		55,788
Cattle for dairy production		1,060		1,032
Other cattle		—		417
Corn (*)		28,939		28,327
Cotton		333		1,127
Milk		12,561		13,212
Wheat		5,704		7,610
Sunflower		3,896		8,083
Barley		916		1,224
Sorghum		43		1,314
Seeds		778		130
Others		1,174		674

		113,422		118,938

Total sales		303,159		298,359

(*)	Includes sales of soybean, corn, rice and sugar produced by third parties for an amount of US$ 11,459, US$ 9,324, US$ 91 and US$ 2,105, respectively.

Commitments to sell commodities at a future date

The Group entered into contracts to sell non financial instruments, mainly, sugar, soybean and corn through sales forward contracts. Those contracts are held for purposes of delivery the non financial instrument in accordance with the Group’s expected sales. Accordingly, as the own use exception criteria are met, those contracts are not recorded as derivatives.

The notional amount of these contracts is US$ 78.9 million as of June 30, 2014 (2013: US$ 79.1 million) comprised primarily of 125,497 tons of sugar (US$ 47 million), 79,912 tons of corn (U$S 13.4 million), 70,949 tons of soybean (U$S 22 million) and 20,004 tons of soybean (U$S 6,1 million) which expire between August 2014 and September 2014.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 35

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

23. Expenses by nature

The following table provides the additional disclosure required on the nature of expenses and their relationship to the function within the Group:


	June 30, 2014		June 30, 2013
	(unaudited)
Cost of agricultural produce and biological assets sold		79,986		104,546
Raw materials and consumables used in manufacturing activities		89,556		69,971
Services		7,162		7,615
Salaries and social security expenses (Note 24)		30,176		28,541
Depreciation and amortization (*)		34,465		29,079
Taxes (**)		1,683		2,452
Maintenance and repairs		6,404		5,884
Lease expense and similar arrangements(***)		1,239		1,473
Freights		18,763		19,411
Export taxes / selling taxes		14,646		11,965
Fuel and lubricants		4,042		3,391
Others		6,422		8,285

Total expenses by nature		294,544		292,613

(*)	Includes US$ 950 and nil of depreciation recognized in inventory as of December 31, 2013 and 2012 respectively,

(**)	Excludes export taxes and selling taxes,

(***)

Relates to various cancellable operating lease agreements for office and machinery equipment,

For the six-month period ended June 30, 2014, an amount of US$ 126,095 is included as “cost of manufactured products sold and services rendered” (June 30, 2013: US$ 119,306); an amount of US$ 113,422 is included as “cost of agricultural produce sold and direct agricultural selling expenses” (June 30, 2013: US$ 118,938); an amount of US$ 23,634 is included in “general and administrative expenses” (June 30, 2013: US$ 26,060); and an amount of US$ 31,393 is included in “selling expenses” as described above (June 30, 2013: US$ 28,309).

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 36

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

24. Salaries and social security expenses


	June 30, 2014		June 30, 2013
	(unaudited)
Wages and salaries		21,362		20,118
Social security costs		7,107		6,512
Equity-settled share-based compensation		1,707		1,911

		30,176		28,541

Number of employees		8,020		7,655

25. Other operating (loss)/income, net


	June 30, 2014			June 30, 2013
	(unaudited)
(Loss) / gain from commodity derivative financial instruments		(3,208	)		11,641
Loss from onerous contracts – forwards		(132	)		(34	)
Gain from disposal of subsidiary		—			779
Gain from disposal of financial assets		—			1,188
Gain from disposal of other property items		606			495
Gain from disposal of farmland and other assets		—			5,082
Others		350			903

		(2,384	)		20,054

26. Financial results, net


	June 30, 2014			June 30, 2013
	(unaudited)
Finance income:
- Interest income		3,393			3,279
- Gain from interest rate/foreign exchange rate derivative financial instruments		720			—
- Other income		188			163

Finance income		4,301			3,442

Finance costs:
- Interest expense		(27,809	)		(23,286	)
- Cash flow hedge – transfer from equity		(4,609	)		—
- Foreign exchange losses, net		(3,268	)		(16,713	)
- Loss from interest rate/foreign exchange rate derivative financial instruments		—			(12,769	)
- Taxes		(1,954	)		(1,978	)
- Other expenses		(1,540	)		(1,563	)

Finance costs		(39,180	)		(56,309	)

Total financial results, net		(34,879	)		(52,867	)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 37

Adecoagro S.A.

Notes to the Condensed Consolidated Interim Financial Statements (continued)

(All amounts in US$ thousands, except shares and per share data and as otherwise indicated)

27. Related-party transactions

The following is a summary of the balances and transactions with related parties:


Related party	Relationship	Description of transaction	Income (loss) included in the statement of income						Balance receivable (payable)
Related party	Relationship	Description of transaction	June 30, 2014			June 30, 2013			June 30, 2014			December 31, 2013
			(unaudited)			(unaudited)			(unaudited)
Grupo La Lácteo	Joint venture	Sales of goods		—			5,971			—			—
		Purchases of goods		—			(25	)		—			—
		Interest income		—			330			—			—
Mario Jorge de Lemos Vieira/ Cia Agropecuaria Monte Alegre/ Alfenas Agricola Ltda/ Marcelo Weyland Barbosa Vieira/ Paulo Albert Weyland Vieira	(i)	Payables (Note 17)		—			—			(88	)		(667	)
CHS Agro	Joint venture	Services		(18	)		—			—			—
	Joint venture	Payables (Note 17)		—			—			(403	)		(402	)
	Employment	Compensation selected employees		(3,713	)		(3,390	)		(14,813	)		(17,472	)
Directors and senior management

(i)	Shareholder of the Company.

(ii)	Relates to agriculture partnership agreements (“parceria”)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 38

EXHIBIT 99.3

Non-IFRS Measures and Recent Developments

Under IFRS accounting, the sale of a non-controlling interest in a subsidiary is accounted for as an equity transaction, with no gain or loss recognized in the consolidated statement of income. Any difference between the selling price and the book value is recognized in Shareholder’s Equity. This type of transaction had not been contemplated when the Company originally defined its Adjusted EBITDA in 2010. Management believes that the sale of a controlling or non-controlling interest in a subsidiary, whose main underlying asset is farmland, is a key element in its Land Transformation business since in either case it allows the Company to monetize the capital gains generated by the transformation of undeveloped or underutilized farmland, thereby enhancing return on invested capital. Accordingly, the Company has decided to include the gains and lossess from sales on non-controlling interests in subsidiaries in its Adjusted EBITDA definition, as discussed below.

We present Adjusted Consolidated EBITDA, Adjusted Segment EBITDA, Adjusted Consolidated EBIT and Adjusted Segment EBIT as supplemental measures of performance of our company and of each operating segment, respectively, that are not required by, or presented in accordance with IFRS.

Our Adjusted Consolidated EBITDA equals the sum of our Adjusted Segment EBITDA for each of our operating segments. We define “Adjusted Segment EBITDA” for each of our operating segments as the segment’s share of consolidated profit (loss) from operations before financing and taxation for the year, as applicable, before depreciation and amortization and unrealized changes in fair value of our long-term biological assets and adjusted by profit and loss from discontinued operations and by gains or losses from disposals of non-controlling interests in subsidiaries, whose main underlying asset is farmland, which are reflected in our Shareholders Equity under the line ítem “Reserve from the sale of minority interests in subsidiaries.”

Our Adjusted Consolidated EBIT equals the sum of our Adjusted Segment EBITs for each of our operating segments. We define “Adjusted Segment EBIT” for each of our operating segments as the segment’s share of consolidated profit from operations before financing and taxation for the year, as applicable, before unrealized changes in fair value of our long-term biological assets and adjusted by profit and loss from discontinued operations and by gains or losses from disposals of non-controlling interests in subsidiaries, whose main underlying asset is farmland, which are reflected in our Shareholders Equity under the line ítem “Reserve from the sale of minority interests in subsidiaries.”

We believe that Adjusted EBITDA and Adjusted EBIT are for the Company and each operating segment, important measures of operating performance because they allow investors and others to evaluate and compare our consolidated operating results and to evaluate and compare the operating performance of our segments, respectively, including our return on capital and operating efficiencies, from period to period by removing the impact of our capital structure (interest the gains and losses from disposals of non-controlling interests in subsidiaries from our outstanding debt), asset base (depreciation and amortization), tax consequences (income taxes), unrealized changes in fair value of biological assets (a significant non-cash gain or loss to our consolidated statements of income following IAS 41 accounting), foreign exchange gains or losses and other financial expenses. In addition, by including the gains or losses from disposals of non-controlling interests in subsidiaries whose main underlying asset is farmland, investors can evaluate the full value and returns generated by our land transformation activities. Other companies may calculate Adjusted EBITDA and Adjusted EBIT differently, and therefore our Adjusted EBITDA and Adjusted EBIT may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA and Adjusted EBIT are not measures of financial performance under IFRS, and should not be considered in isolation or as an alternative to consolidated net profit (loss), cash flows from operating activities, segment’s profit from operations before financing and taxation and other measures determined in accordance with IFRS. Items excluded from Adjusted EBITDA and Adjusted EBIT are significant and necessary components to the operations of our business, and, therefore, Adjusted EBITDA and Adjusted EBIT should only be used as a supplemental measure of our company’s operating performance, and of each of our operating segments, respectively. We also believe Adjusted EBITDA and Adjusted EBIT are useful for securities analysts, investors and others to evaluate the financial performance of our company and other companies in the agricultural industry. These non-IFRS measures should be considered in addition to, but not as a substitute for or superior to, the information contained in either our statements of income or segment information.

Recent Developments

Sale of 49% of interest in Global Anceo S.L.U. and Global Hisingen S.L.U.

On June 17, 2014, Adecoagro comleted the sale of a 49% interest in Global Anceo S.L.U. and Global Hisingen S.L.U, two Spanish subsidiaries, for a total price of $50.5 million. The main underlying assets of these subsidiaries are La Guarida and Los Guayacanes, two farms located in the Agentine provinces of Salta and Santiago del Estero, respectively.

Los Guayacanes and La Guarida farms have a total area of 26,299 hectares and were acquired by Adecoagro in 2007 for a total consideration of $51.1 million. Following the acquisition, Adecoagro transformed and developed over 10,000 hectares of cattle pastures into crop producing farmland. The farms are currently composed of 17,371 hectares of croppable land, which are used for growing grains and oilseeds and over 6,000 hectares of cattle grazing pastures.

As the Company did not lose control of its subsidiaries, this transaction was accounted as adjustment to equity and the gain was recorded in the Statement of Changes in Shareholders’ Equity under the line item “Reserve from the sale of non-controlling interests in subsidiaries”. The transaction resulted in an increase of equity attributable to owners of the Company of US$ 25.6 million and also an increase in non-controlling interest of US$ 8.0 million.

Share Repurchase Program

On August, 12, 2014, the Board of Directors approved the extension of the Company’s share repurchase program for an additional twelve month period ending on September 23, 2015. Under the buyback program, the Company can continue acquiring shares up to 5% of the outstanding share capital. As of the date of this report, the Company has repurchased a total of 2.3 million shares for a total consideration of $18.1 million and an average price of $7.72 dollars per share.

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