Exhibit 1.1
 Adecoagro S.A.
 STATUTS COORDONNES
à la date du 24 février 2011
 UPDATED ARTICLES OF ASSOCIATION
AS AT February 24th, 2011
 PART I. FORM, DENOMINATION, DURATION, REGISTERED OFFICE
 Article 1. Form, Name
 société anonyme, Adecoagro S.A.
 Article 2. Duration
  Article 3. Registered office
 3.1
 3.2
 3.3
 3.4
 PART II. PURPOSE, OBJECT
 Article 4. Purpose, Object
 4.1
 4.2




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4.3
 4.4
 PART III. SHARE CAPITAL  SHARES
 Article 5. Share capital
 5.1
 th th
  5.2
 5.3
 5.4
 Article 6. Securities in registered form only
 6.1 Shares
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6.2 Other Securities
   Article 7. Shares  Voting Rights
  PART IV. MANAGEMENT OF THE COMPANY
 Article 8. Management of the Company  Board of Directors
 8.1
 8.2
 8.3
 Article 9. Composition of the Board of Directors
 9.1
 9.2
 9.3
 Article 10. Chairman
 10.1
 10.2
 Article 11. Board Proceedings
 11.1
 11.2
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11.3
 11.4
 11.5
 11.6
 11.7
 11.8
 Article 12. Delegation of power, committees, secretary
 12.1
 12.2
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12.3
 Article 13. Binding Signature
 administrateur délégué
 Article 14. Board Compensation. Indemnification
 14.1
 14.2
 14.3
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14.4
 14.5
 Article 15. Conflicts of Interest
 15.1
 15.2
 PART V. GENERAL MEETINGS OF SHAREHOLDERS
 Article 16. General Meetings of Shareholders
 16.1
 16.2
 16.3
 16.4
 16.5
 16.6 th
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16.7
 16.8
 Article 17. Majority and quorum at the General Meeting
 17.1
 17.2
 PART VI. AMENDMENT OF ARTICLES
 Article 18. Amendments of Articles
  PART VII. ACCOUNTING YEAR, AUDITOR
 Article 19. Accounting Year
  Article 20. Auditor
  PART VIII. DISTRIBUTIONS, WINDING UP
 Article 21. Distributions
 21.1
 21.2
 21.3
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21.4
 Article 22. Liquidation
 22.1 th
 PART IX. SOLE SHAREHOLDER, DEFINITIONS, APPLICABLE LAW
 Article 23. Sole Shareholder
  Article 24. Definitions
 Affiliate
    
    Means, in relation to a person or
entity, a person that directly or
indirectly through one or more
intermediaries, Controls, is
Controlled by, or is under common
Control with, such person or
entity. The term Affiliated with
has a meaning correlative to the
foregoing.Articles or Articles of IncorporationBoard or Board of Directors
    
    Means the present articles of
incorporation of the Company as
amended from time to time Means
the Board of Directors (conseil
dadministration)of the CompanyControl
    
    Means, in relation to a person or
entity, the possession, directly
or indirectly, of the power to
direct or cause the direction of
the management and policies of
such person or entity, whether
through ownership of voting
securities, by contract or
otherwise.Director
    
    Means a member of the Board of
Directors or as the case may be,
the sole Director of the CompanyGeneral Meeting independent members
of the
    
    Means the general meeting of
Shareholders Means a Director who:Board of Directors
    
    (i) is not employed, and has not
been employed within the five
years immediately prior to the
ordinary General Meeting at which
the candidates to the Board of
Directors will be voted upon, by
the Company or any of its
subsidiaries in an executive
capacity; (ii) does not receive
consulting, advisory or other
compensatory fees from the Company
or any of its subsidiaries (other
than fees received as member of
the Board of Directors or any
committee thereof and fees
received as member of the board of
directors or other governing body,
or any committee thereof, of any
of the Companys subsidiaries);
(iii) does not Control the
Company; (iv) has hot (and does
not Control a business entity that
has) a material business
relationship with the Company, any
of its subsidiaries, or the person
that directly or indirectly
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Controls the Company, if such material business
relationship would be reasonably expected to
adversely affect the directors ability to properly
discharge its duties; (v) does not Control, and is
not, and has riot been within the five-year period
immediately prior to the ordinary shareholders
meeting at which the candidates to the Board of
Directors will be voted upon, employed by, a
(present or former) internal or external auditor of
the Company, any of its subsidiaries or the person
that directly or indirectly Controls the Company;
and (vi) is not a spouse, parent, sibling or
relative up to the third degree of, and does not
share a home with, any person above described from
(i) to (iv).Material Transactions
    
    Means (i) any transaction (x) with an individual
value equal to or greater than ten million United
States Dollars (USD 10,000,000); (y) with an
individual value lower than ten million United
States Dollars (USD 10,000,000), when the aggregate
sum of any series of transactions of such lower
value reflected in the financial statements of the
four fiscal quarters of the Company preceding the
date of determination (excluding any transactions
that were reviewed and approved by any of the Audit
Committee (if any), the Board of Directors or the
independent members of the Board of Directors or
other governing body of any subsidiary of the
Company, or through any other procedures as the.
Board of Directors may deem substantially equivalent
to the foregoing), exceeds 1.5% of the Companys
consolidated net sales made in the fiscal year
preceding the year on which the determination is
made; or (ii) any corporate reorganization
transaction (including a merger, a spin-off or a
bulk transfer of a business) involving the Company
or any of its subsidiaries for the benefit of, or
involving, a Related Party.Regulated Market
    
    Means any official stock exchange or securities
exchange market in the European Union, the United
States of America or elsewhereRelated Party
    
    Means, in relation to the Company or its direct or
indirect subsidiaries, any of the following persons: (i) a member of the Board of Directors or of the
board of directors or other governing body of any of
the Companys subsidiaries; (ii) any member of the
board of directors or other governing body of an
entity that Controls the Company; (iii) any
Affiliate of the Company (other than the Companys
subsidiaries); (iv) any entity Controlled by any
member of the Board of Directors, or of the board of
directors or other governing body of any subsidiary
of the Company; and (v) any spouses, parents,
siblings or relatives up to the third degree of, and
any persons that share a home with, any person
referred to in (i) or (ii).Shareholder Shares
    
    Means a duly registered holder of Shares of the
Company Means the shares (actions)of the Company
 Article 25. Applicable law
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