UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMForm 20-F

OR

FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2011

OR

FOR THE TRANSITION PERIOD FROMTO

OR

Date of event requiring this shell company report

COMMISSION FILE NUMBER: 001-35052

Adecoagro S.A.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Grand Duchy of Luxembourg

(Jurisdiction of incorporation or organization)

(Address of principal executive offices)

(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

The number of outstanding shares of each of the issuer’s classes of capital stock

as of December 31, 2011:2012:

120,531,045122,220,606 Common Shares, par value $1.50 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Act    Yes  ¨    No  x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ¨    No  x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). (*)    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨                 Accelerated filer  ¨                 Non-accelerated filer  x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:    Item 17  ¨    Item 18  ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

TABLE OF CONTENTS

i

ii

iii

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about us and our 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 this annual report relate to, among others:

ii

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may turn out to be incorrect. Our actual results could be materially different from our expectations. In light of the risks and uncertainties described above, the estimates and forward-looking statements discussed in this annual report might not occur, and our future results and our 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 this annual report relate only to events or information as of the date on which the statements are made. We undertake 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.

iv

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Certain Defined Terms

In this annual report, unless otherwise specified or if the context so requires:

Financial Statements

Background

As part of a corporate reorganization (the “Reorganization”), Adecoagro, a Luxembourg corporation under the form of asociété anonyme, was formed as a holding company for IFH for the purpose, among others, of facilitating

iii

the initial public offering (the “IPO”) of our common shares, completed on January 28, 2011. Before the IPO, Adecoagro had not engaged in any business or other activities except in connection with its formation and the Reorganization. For an additional discussion of the Reorganization, see “Item 4. Information of the Company—A. History and Development of the Company—History.”

The Reorganization was limited to entities which were all under the control of the same shareholder group and was implemented in part to facilitate the IPO. In accordance with IFRS, the Reorganization did not qualify as a business combination under common control; rather, it was a simple reorganization of the capital of IFH. The Reorganization was completed on October 30, 2010. In accordance with IFRS, the Reorganization was retroactively reflected in the consolidated financial statements as of and for the year ended December 31, 2010. Therefore, all financial and other information herein relating to December, 2010 2009, 2008 and 20072009 are presented using the historical values from the consolidated financial statements of IFH. However, the issued share capital reflects that of Adecoagro as of the Reorganization date.

On January 10, 2011, our board of directors voted in favor of a proposal to change the nominal value of the equity shares of the Company from the nominal value of $1 each to the nominal value of US$1.50 each (the “Reverse Stock Split”). This proposal was approved at a duly convened extraordinary general meeting of shareholders held on January 24, 2011, pursuant to Luxembourg law, which reduced our total shares outstanding

v

from 119,999,997 shares to 79,999,985 shares. On February 2, 2011, the Company completed its IPO when it increased its total shares outstanding from 79,999,985 shares to 120,069,222, after giving effect to the exercise of the underwriters over-allotment option on February 11, 2011.

During 2011, we contributed the net proceeds of the IPO to increase our interest in IFH from 98% to 98.64%.

During March, 2012, we issued, 696,618in a series of transactions, 1,654,752 shares to certain limited partners of IFH in exchange for their residual interest in IFH, totaling 0.57230%1.3595%, thereby increasing our interest in IFH to 99.2%approximately 100%.

The consolidated financial statements as of December 31, 2012, 2011, 2010, and 20092010 and for the years then ended included in this annual report have been prepared in accordance with International Financial Reporting Standards of the International Accounting Standards Board (“IASB”) and the interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), together IFRS. All IFRS issued by the IASB, effective at the time of preparing the consolidated financial statements have been applied. The consolidated financial statements as of December 31, 2012, 2011 2010 and 20092010 and for the years then ended are hereinafter referred to as the “consolidated financial statements”.

Non-IFRS Financial Measures

We present Adjusted Consolidated EBITDA, Adjusted Segment EBITDA, Adjusted Consolidated EBIT and Adjusted Segment EBIT in this annual report 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 EBITDAsEBITDA for each of our operating segments. We define “Adjusted Consolidated EBITDA” as consolidated net profit or loss(loss) for the year, as applicable, before interest expense, income taxes, depreciation and amortization, foreign exchange gains or losses, other net financial expenses and unrealized changes in fair value of our long-term biological assets, primarily our sugarcane and coffee plantations and cattle stocks. 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. We believe that Adjusted Consolidated EBITDA and Adjusted Segment EBITDA are important measures of operating performance for our company and each operating segment, respectively, 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 expense 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. Other companies may calculate Adjusted Consolidated EBITDA and Adjusted Segment EBITDA differently, and therefore our Adjusted Consolidated EBITDA and

iv

Adjusted Segment EBITDA may not be comparable to similarly titled measures used by other companies. Adjusted Consolidated EBITDA and Adjusted Segment EBITDA 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 Consolidated EBITDA and Adjusted Segment EBITDA are significant and necessary components to the operations of our business, and, therefore, Adjusted Consolidated EBITDA and Adjusted Segment EBITDA 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 Consolidated EBITDA and Adjusted Segment EBITDA 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.

Our Adjusted Consolidated EBIT equals the sum of our Adjusted Segment EBITs for each of our operating segments. We define “Adjusted Consolidated EBIT” as consolidated net profit or loss(loss) for the year, as applicable, before interest expense, income taxes, foreign exchange gains or losses, other net financial expenses and unrealized changes in fair value of our long-term biological assets, primarily our sugarcane and coffee plantations and cattle stocks. 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. We believe that Adjusted Consolidated EBIT and Adjusted Segment EBIT are important measures of operating performance, for our company and each operating segment,

vi

respectively, 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, from period to period by including the impact of depreciable fixed assets and removing the impact of our capital structure (interest expense from our outstanding debt), 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. Other companies may calculate Adjusted Consolidated EBIT and Adjusted Segment EBIT differently, and therefore our Adjusted Consolidated EBIT and Adjusted Segment EBIT may not be comparable to similarly titled measures used by other companies. Adjusted Consolidated EBIT and Adjusted Segment 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 Consolidated EBIT and Adjusted Segment EBIT are significant and necessary components to the operations of our business, and, therefore, Adjusted Consolidated EBIT and Adjusted Segment EBIT should only be used as a supplemental measure of the operating performance of our company, and of each of our operating segments, respectively. We also believe Adjusted Consolidated EBIT and Adjusted Segment EBIT are useful for securities analysts, investors and others to evaluate the financial performance of our company and other companies in the agricultural industry.

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, rice and coffee. A harvest year varies according to the crop, rice or coffee 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, rice or coffee may start earlier on one farm than on another, causing differences in their respective harvesting periods. The presentation of production volume (tons) and product area (hectares) in this annual report, in respect of the harvest years for each of our crops, rice and coffee, starts with the first day of the planting period at the first farm to start planting that harvest year and continues to the last day of the harvesting period of the respective crop, rice or coffee on the last farm to finish harvesting that harvest year, as shown in the table below.

v

Product area for cattle is presented on a harvest year basis given that land utilized for cattle operations is linked to our farming operations and use of farmland during a harvest year. Production volumes for dairy and cattle operations are presented on a fiscal year basis. On the other hand, production volumes and product area in our sugar, ethanol and energy business are presented on a fiscal year basis.

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

vii

Certain Weight Units and Measures in the Agricultural Business

Weight units and measures used in agriculture vary according to the crop and producing country. In order to permit comparability of our operating data with operating data from the international markets, the following table sets forth key weight units and measures used in the agriculture industry:

vi

Presentation of Information — Market Data and Forecasts

This annual report is based on information provided by us and by third-party sources that we believe are reliable, including data related to the economic conditions in the markets in which we operate. Unless otherwise indicated, information in this annual report concerning economic conditions is based on publicly available information from third-party sources which we believe to be reasonable. The economic conditions in the markets in which we operate may deteriorate, and those economies may not grow at the rates projected by market data, or at all. The deterioration of the economic conditions in the markets in which we operate may have a material adverse effect on our business, results of operations and financial condition and the market price of our common shares.

Rounding

We have made rounding adjustments to reach some of the figures included in this annual report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

viiviii

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. SELECTED FINANCIAL DATA

The following tables present selected historical consolidated financial data of Adecoagro for the periods indicated below. We have derived the selected historical statement of income and cash flow and balance sheet data as of and for the years ended December 31, 2012, 2011 and 2010 and 2009the selected historical statement of financial position data as of December 31, 2012 and 2011 from theour consolidated financial statements included elsewhere in this annual report. The historical results for any prior period presented are not necessarily indicative of our results to be expected for any future period.

We have derived the summaryselected historical statement of income and cash flow data for the year ended December 31, 2009 and balance sheetthe selected historical statement of financial position data as of December 31, 2010 and 2009 from our consolidated financial statements as of and for the years ended December 31, 2011, 2010 and 2009 which are not included in this annual report (the “2011 consolidated financial statements”).

We have derived the selected historical statement of income and cash flow data for the year ended December 31, 2008 and 2007the selected historical statement of financial position data as of December 31, 2008 from theour consolidated financial statements as of and for the yearyears ended December 31, 20082010, 2009 and 2007,2008 which are not included in this annual report. Certain reclassifications have been made to the consolidated financial statements as of December 31, 2008 and 2007, and for the year then ended, to conform to the current presentation.

Certain reclassifications have been made to previously issued Financial Statements including, the Income Statements, Statements of Financial Position and the Statement of Cash Flow, which do not affect the net results or the equity of the Company. These reclassification are:

For further details, please see note 2.3 of our consolidated Financials Statements included in this Annual Report.

The consolidated financial statements are prepared in accordance with IFRS as issued by the IASB and the interpretations of the IFRIC.. All IFRS issued by the IASB effective at the time of preparing the consolidated financial statements have been applied.

You should read the information contained in these tables in conjunction with “Item 5. Operating and Financial Review and Prospects,”Prospects”, “Item 8. Financial Information”, “Item 18. Financial Statements” and the consolidated financial statements and the accompanying notes included elsewhere in this annual report.

		For the Year Ended December 31,
		2012				2011				2010				2009				2008
		(In thousands of $)
Statement of Income Data:
Sales of manufactured products and services rendered			379,526				365,857				294,529				183,386				117,173
Cost of manufactured products sold and services rendered			(263,978	)			(237,404	)			(219,201	)			(180,083	)			(105,583	)
Gross profit from manufacturing activities			115,548				128,453				75,328				3,303				11,590
Sale of agricultural produce and biological assets			225,174				182,227				131,738				130,217				127,036
Cost of agricultural produce sold and direct agricultural selling expenses(l)			(225,174	)			(182,227	)			(131,738	)			(130,217	)			(127,036	)
Initial recognition and changes in fair value of biological assets and agricultural produce			16,643				86,811				(30,528	)			71,668				61,000
Changes in net realizable value of agricultural produce after harvest			16,004				10,523				7,999				12,787				1,261
Gross profit/ (loss) from agricultural activities			32,647				97,334				(22,529	)			84,455				62,261
Margin on manufacturing and agricultural activities before operating expenses			148,195				225,787				52,799				87,758				73,851
General and administrative expenses			(57,691	)			(65,142	)			(56,562	)			(52,393	)			(45,633	)
Selling expenses			(58,602	)			(59,404	)			(52,528	)			(31,169	)			(24,496	)
Other operating income, net			29,818				24,581				18,224				13,071				17,323
Excess of fair value of net assets acquired over cost			—				—				—				—				1,227
Share of loss of joint ventures			(2,761	)			(1,034	)			(50	)			(294	)			(838	)
Profit / (loss) from operations before financing and taxation			58,959				124,788				(38,117	)			16,973				21,434
Finance income			11,538				9,132				16,559				11,553				2,552
Finance costs			(66,654	)			(62,341	)			(39,496	)			(34,216	)			(50,860	)
Financial results, net			(55,116	)			(53,209	)			(22,937	)			(22,663	)			(48,308	)
Profit/ (loss) before income tax			3,843				71,579				(61,054	)			(5,690	)			(26,874	)
Income tax benefit/(expense)			5,436				(14,662	)			16,263				5,415				10,449
Profit/ (loss) for the year			9,279				56,917				(44,791	)			(275	)			(16,425	)
Attributable to: Equity holders of the parent			9,397				56,018				(43,904	)			(260	)			(18,947	)
Non-controlling interest			(118	)			899				(887	)			(15	)			2,522
Earnings/ (Losses) per share for (loss)/profit attributable to the equity holders of the parent during the year:
Basic			0.077				0.479				(0.549	)			(0.003	)			(0.253	)
Diluted			0.077				0.475				(0.549	)			(0.003	)			(0.253	)

		For the Year Ended December 31,
		2012				2011				2010				2009				2008
Cash Flow Data:
Net cash generated from/ (used in) operating activities			67,823				56,586				60,221				(20,010	)			(5,115	)
Net cash used in investing activities			(300,215	)			(140,493	)			(111,725	)			(114,386	)			(188,515	)
Net cash generated from financing activities			133,508				360,792				46,545				130,250				196,888
Other Financial Data:
Adjusted Segment EBITDA (unaudited)(2)
Crops			34,313				42,563				33,613				21,120				34,040
Rice			4,943				6,639				7,121				13,244				13,966
Dairy			(2,402	)			3,426				2,649				484				(2,159	)
Coffee			161				1,285				(2,854	)			(3,550	)			(1,693	)
Cattle			4,119				4,686				4,369				1,525				(761	)
Farming subtotal			41,134				58,599				44,898				32,823				43,393
Ethanol, sugar and energy			97,505				109,520				51,735				(26,903	)			(6,979	)
Land transformation			27,513				8,832				20,837				18,839				15,201
Corporate			(25,442	)			(26,885	)			(22,353	)			(22,262	)			(23,077	)
Adjusted Consolidated EBITDA			140,710				150,066				95,117				2,497				28,539

The following tables show a reconciliation of our segments’ profit / (loss) from operations before financing and taxation, the most directly comparable IFRS financial measure, to Adjusted Segment EBITDA, and a reconciliation of our net profit (loss) for the year, the most directly comparable IFRS financial measure, to Adjusted Consolidated EBITDA: