Insider Trading Policy provides the standards of Adecoagro S.A. (the "Company") on trading and causing the trading of the
Company's securities or securities of other publicly-traded companies while in
possession of confidential information. This policy is divided into two parts:
the first part prohibits trading in certain circumstances and applies to all
directors, alternate directors, officers, employees and consultants of the
Company and the second part imposes special additional trading restrictions and
applies to all (i) directors of the Company, (ii) officers of the Company and
its subsidiaries and (iii) the employees listed on Appendix A (collectively,
of the principal purposes of the US federal securities laws is to prohibit
so-called "insider trading." Simply stated, insider trading occurs
when a person uses material non-public information obtained through involvement
with the Company to make decisions to purchase, sell, give away or otherwise
trade the Company's securities or to provide that information to others outside
the Company. The prohibitions against insider trading apply to trades, tips and
recommendations by virtually any person, including all persons associated with
the Company, if the information involved is "material" and
"non-public." These terms are defined in this Policy under Part I,
Section 3 below. The prohibitions would apply to any director, officer or
employee who buys or sells Company stock on the basis of material non-public
information that he or she obtained about the Company, its customers,
suppliers, or other companies with which the Company has contractual
relationships or may be negotiating transactions.
Policy applies to all transactions in the Company's securities, including
common stock, options and any other securities that the Company may issue, such
as preferred stock, notes, bonds and convertible securities, as well as to
derivative securities relating to any of the Company's securities, whether or
not issued by the Company.
Policy applies to all directors, alternate directors, officers, employees and
consultants of the Company and its subsidiaries.
2. General Policy: No Trading or Causing
Trading While in Possession of Material Non-public Information
(a). No director, alternate director,
officers, employee or consultant may purchase or sell any Company security,
whether or not issued by the Company, while in possession of material
non-public information about the Company. (The terms "material" and
"non-public" are defined in Part I, Section 3(a) and (b) below.)
(b). No director, alternate director,
officers, employee or consultant who knows of any material non-public
information about the Company may communicate that information to any other
person, including family and friends.
In addition, no director, alternate director, officers, employee or
consultant may purchase or sell any security of any other company, whether or
not issued by the Company, while in possession of material non-public
information about that company that was obtained in the course of his or her
involvement with the Company. No director, alternate director, officers,
employee or consultant who knows of any such material non-public information
may communicate that information to any other person, including family and
(d). For compliance purposes, you should
never trade, tip or recommend securities (or otherwise cause the purchase or
sale of securities) while in possession of information that you have reason to
believe is material and non-public unless you first consult with, and obtain
the advance approval of, the Compliance Officer (which is defined in Part I,
Section 3(c) below).
(e). Covered Persons must
"pre-clear" all trading in securities of the Company in accordance
with the procedures set forth in Part II, Section 3 below.
(a) Materiality. Insider trading restrictions come into
play only if the information you possess is "material." Materiality,
however, involves a relatively low threshold. Information is generally regarded
as "material" if it has market significance, that is, if its public
dissemination is likely to affect the market price of securities, or if it
otherwise is information that a reasonable investor would want to know before
making an investment decision.
dealing with the following subjects is reasonably likely to be found material
in particular situations:
significant changes in the Company's prospects;
significant write-downs in assets or increases in reserves;
developments regarding significant litigation or government agency
potential financial liquidity problems;
changes in earnings estimates or unusual gains or losses in major operations;
changes in management;
changes in dividends;
award or loss of a significant contract;
changes in debt ratings;
proposals, plans, agreements or news, even if preliminary in nature, involving
mergers, acquisitions, divestitures, recapitalizations, strategic alliances,
licensing arrangements, tender offers, purchases or sales of substantial assets
pending statistical reports (such as, commodity prices, money supply and yield
estimates, or interest rate developments); and
changes in dividend policies or the declaration of a share split or the
offering of additional securities.
occurs when an individual passes material nonpublic information on to others or
recommends to anyone the purchase or sale of any securities when they are aware
of such information. This practice also
violates the securities laws and can result in the same civil and criminal
penalties that apply to insider trading, even though the tipper did not trade
and did not gain any benefit from another's trading.
information is not limited to historical facts but may also include projections
and forecasts. With respect to a future event, such as a merger, acquisition or
introduction of a new product, the point at which negotiations or product
development are determined to be material is determined by balancing the
probability that the event will occur against the magnitude of the effect the event
would have on a company's operations or stock price should it occur. Thus,
information concerning an event that would have a large effect on stock price,
such as a merger, may be material even if the possibility that the event will
occur is relatively small. When in doubt about whether particular non-public
information is material, presume it is material. If you are unsure whether information is material, you should consult
the Compliance Officer before making any decision to disclose such information
(other than to persons who need to know it) or to trade in or recommend
securities to which that information relates.
(b) Non-public Information. Insider trading prohibitions come into
play only when you possess information that is material and "non-public."
The fact that information has been disclosed to a few members of the public
does not make it public for insider trading purposes. To be "public"
the information must have been disseminated in a manner designed to reach
investors generally, and the investors must be given the opportunity to absorb
the information. Even after public disclosure of information about the Company,
you must wait until the close of business on the second trading day after the
information was publicly disclosed before you can treat the information as
information may include:
information available to a select group of analysts or brokers or institutional
undisclosed facts that are the subject of rumors, even if the rumors are widely
information that has been entrusted to the Company on a confidential basis
until a public announcement of the information has been made and enough time
has elapsed for the market to respond to a public announcement of the
information (normally two or three days).
As with questions of
materiality, if you are not sure whether information is considered public, you
should either consult with the Compliance Officer or assume that the
information is "non-public" and treat it as confidential.
(c) Compliance Officer. The Company has appointed Emilio
Gnecco, who may be contacted at +(54 11) 4836–8680, as the Compliance Officer for this Policy.
The duties of the Compliance Officer include, but are not limited to, the
assisting with implementation of this Policy;
circulating this Policy to all employees and ensuring that this Policy is
amended as necessary to remain up-to-date with insider trading laws;
pre-clearing all trading in securities of the Company by Covered Persons in
accordance with the procedures set forth in Part II, Section 3 below; and
providing approval of any transactions under Part II, Section 4 below.
4. Violations of Insider Trading Laws
for trading on or communicating material non-public information can be severe,
both for individuals involved in such unlawful conduct and their employers and
supervisors, and may include jail terms, criminal fines, civil penalties and
civil enforcement injunctions. Given the severity of the potential penalties,
compliance with this Policy is absolutely mandatory.
(a) Legal Penalties. A person who violates insider trading
laws by engaging in transactions in a company's securities when he or she has
material non-public information can be sentenced to a substantial jail term and
required to pay a penalty of several times the amount of profits gained or
addition, a person who tips others may also be liable for transactions by the
tippees to whom he or she has disclosed material non-public information.
Tippers can be subject to the same penalties and sanctions as the tippees, and
the SEC has imposed large penalties even when the tipper did not profit from
SEC can also seek substantial penalties from any person who, at the time of an
insider trading violation, "directly or indirectly controlled the person
who committed such violation," which would apply to the Company and/or
management and supervisory personnel. These control persons may be held liable
for up to the greater of $1 million or three times the amount of the profits
gained or losses avoided. Even for violations that result in a small or no
profit, the SEC can seek a minimum of $1 million from a company and/or
management and supervisory personnel as control persons.
Penalties. Employees who violate this Policy may
be subject to disciplinary action by the Company, including dismissal for
cause. Any exceptions to the Policy, if permitted, may only be granted by the
Compliance Officer and must be provided before any activity contrary to the
above requirements takes place.
1. Blackout Periods
Covered Persons are prohibited from trading in the Company's securities during
Blackout Periods. Trading in the Company's securities is
prohibited during the two-week period ending on the close of business on the
day following the date the Company’s quarterly financial results are publicly
disclosed and Form 6-K is filed. During these periods, Covered Persons generally
possess or are presumed to possess material non-public information about the
Company's financial results. You will be informed at other times when a trading
moratorium is in effect because of the existence of material non-public
information concerning the Company. Nonetheless, you are still required to
review any trading activity in advance with the Compliance Officer.
Blackout Periods. From time to time, other types of
material non-public information regarding the Company (such as negotiation of
mergers, acquisitions or dispositions or new product developments) may be
pending and not be publicly disclosed. While such material non-public
information is pending, the Company may impose special blackout periods during
which Covered Persons are prohibited from trading in the Company's securities.
If the Company imposes a special blackout period, it will notify the Covered
2. Trading Window
Persons are permitted to trade in the Company's securities when no blackout
period is in effect. Normally, the most appropriate time to buy or sell Company
securities is the ten business day period beginning on the close of business on
the day following the date of the Company’s release of quarterly or annual
financial results (unless there is material non-public information concerning
the Company at that time, for example, merger negotiations). The authorities
have identified this time period as the period during which there should be the
least amount of inside information about the company available to insiders that
is unavailable to the investment public. However, even during this trading
window, a Covered Person who is in possession of any material non-public
information should not trade in the Company's securities until the information
has been made publicly available or is no longer material. In addition, the
Company may close this trading window if a special blackout period under Part
II, Section 1(b) above is imposed and will re-open the trading window once the
special blackout period has ended.
3. Pre-clearance of Securities
(a). Because Covered Persons are likely to
obtain material non-public information on a regular basis, the Company requires
all such persons to refrain from trading, even during a trading window under
Part II, Section 2 above, without first pre-clearing all transactions in the
(b). Subject to the exemption in subsection
(d) below, no Covered Person may, directly or indirectly, purchase or sell (or
otherwise make any transfer, gift, pledge or loan of) any Company security at
any time without first obtaining prior approval from the Compliance Officer.
These procedures also apply to transactions by such person's spouse, other
persons living in such person’s household and minor children and to
transactions by entities over which such person exercises control.
(c). The Compliance Officer shall record the
date each request is received and the date and time each request is approved or
disapproved. Unless revoked, a grant of permission will normally remain valid
until the close of trading two business days following the day on which it was
granted. If the transaction does not occur during the two-day period,
pre-clearance of the transaction must be re-requested.
4. Prohibited Transactions
(a). Directors and officers of the Company
are prohibited from, trading in the Company's equity securities during a
blackout period imposed under an "individual account" retirement or
pension plan of the Company, during which at least 50% of the plan participants
are unable to purchase, sell or otherwise acquire or transfer an interest in
equity securities of the Company, due to a temporary suspension of trading by
the Company or the plan fiduciary.
(b). A Covered Person, including such
person's spouse, other persons living in such person's household and minor
children and entities over which such person exercises control, is prohibited
from engaging in the following transactions in the Company's securities unless
advance approval is obtained from the Compliance Officer:
Covered Persons who purchase Company securities may not sell any Company
securities of the same class for at least six months after the purchase;
(ii) Short sales. Covered Persons may not sell the
Company's securities short;
Covered Persons may not buy or sell puts or calls or other derivative
securities on the Company's securities;
Trading on margin.
Covered Persons may not hold Company securities in a margin account or pledge
Company securities as collateral for a loan; and
Covered Persons may not enter into hedging or monetization transactions or
similar arrangements with respect to Company securities.
5. Acknowledgment and Certification
As you can see, the rules governing the
purchase and sale of Company securities are complicated and the cost of an
inadvertent violation can be very expensive and can result in civil penalties, criminal
fines and imprisonment. The rules apply
regardless of how you hold your interest in Company shares, and the special
rules applicable to directors, alternate directors, officers, employees and
consultants apply to your spouse, minor children and other relatives living in
your house. Remember that the ultimate
responsibility for adhering to company policy and the law and avoiding improper
transactions rests with you. It is
imperative that you use your best judgment in these matters.