0001104659-23-084447.txt : 20230727 0001104659-23-084447.hdr.sgml : 20230727 20230726202024 ACCESSION NUMBER: 0001104659-23-084447 CONFORMED SUBMISSION TYPE: PREM14A PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20230726 FILED AS OF DATE: 20230727 DATE AS OF CHANGE: 20230726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUNGELTD CENTRAL INDEX KEY: 0001144519 STANDARD INDUSTRIAL CLASSIFICATION: FATS & OILS [2070] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PREM14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16625 FILM NUMBER: 231114981 BUSINESS ADDRESS: STREET 1: 1391 TIMBERLAKE MANOR PARKWAY CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 314-292-2000 MAIL ADDRESS: STREET 1: 1391 TIMBERLAKE MANOR PARKWAY CITY: CHESTERFIELD STATE: MO ZIP: 63017 FORMER COMPANY: FORMER CONFORMED NAME: Bunge LTD DATE OF NAME CHANGE: 20050405 FORMER COMPANY: FORMER CONFORMED NAME: BUNGE LTD DATE OF NAME CHANGE: 20010710 PREM14A 1 tm2318462-1_prem14a.htm PREM14A tm2318462-1_prem14a - none - 96.2394798s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.    )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
BUNGE LIMITED
(Name of Registrant as Specified In Its Charter)
   
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 
PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION
DATED JULY 26, 2023
Introductory Letter from the Chief Executive Officer and the Chair of the Board of Directors
Dear Shareholder:
On behalf of the Board of Directors and our leadership team, we are pleased to enclose information about two events that will build on our recent success and accelerate Bunge’s growth for the future. We believe your vote in support of these two proposals will strengthen this 200+ year-old company while continuing to connect farmers to consumers to deliver essential food, feed and fuel for years to come.
In June, we announced a definitive agreement to combine with Viterra, a leading agriculture supply chain company with an extensive footprint of infrastructure and logistics assets in key origination markets. Merging these two organizations will create a premier agribusiness solutions company built to meet the demands of the 21st century.
As outlined in the following pages, we are confident this transaction will deliver value for all our stakeholders. Combining our highly complementary assets will create more access to global markets for farmers while providing greater availability to higher value, more sustainable products for consumers. Communities will benefit from our shared commitments for robust climate action, regenerative agriculture incentives for farmers, and an increase of low carbon solutions to customers. And, our highly talented commercial and industrial teams will have greater career opportunities through our expanded capabilities and resources.
For Bunge’s shareholders, joining forces with Viterra will create an even stronger company financially, with increased cash flow and a stronger balance sheet to support our investment in growth and innovation and enhance our resiliency through the business cycle.
Bunge and Viterra know each other well and respect the capabilities and assets across one another’s platforms. We are committed to working together to ensure a seamless transition while taking full advantage of the opportunities that will be created by combining these two great companies.
While the transaction with Viterra will transform Bunge, creating a stronger company for the future, we remain focused on executing our strategy today. As part of our commitment to continuously improve our organization, we are also asking for your approval to move Bunge’s place of incorporation from Bermuda to Switzerland.
Bunge has a long history in Europe and has had operations in Switzerland for more than two decades. Making this move aligns our corporate legal structure with a country more centrally positioned within Bunge’s major geographic operations that is also home to many global companies. It also enables us to more effectively adapt to an evolving global tax environment.
The proposed redomestication should not have a significant impact on how Bunge conducts our day-to-day operations. Shares will continue to be listed exclusively on the New York Stock Exchange under the symbol “BG,” and the company would continue to be subject to U.S. Securities and Exchange Commission reporting requirements.
This is an exciting time to be a part of Bunge. We have delivered outstanding results over the past four years by moving to a global operating model that manages an optimized portfolio of assets with financial discipline. We are ready to take the next, important steps to continue to do work that matters — partnering with customers at both ends of the value chain to help them be successful while also helping provide solutions to address rising food insecurity.
 

 
We hope you will support Bunge in our essential work by voting for these two proposals. Together, we’ll be better positioned to deliver exceptional value for our customers, our employees, our communities and our shareholders.
Regards,
Greg Heckman Mark Zenuk
Chief Executive Officer Chair of the Board of Directors
 

 
A Message from Lisa Ware-Alexander
Secretary of the Board of Directors
Enclosed is the proxy statement for Bunge’s 2023 Extraordinary General Meeting of shareholders (“Extraordinary General Meeting”) to be held on [•], 2023 at 9:30 a.m., Central Time. The Extraordinary General Meeting is expected to be completely virtual and conducted via live audio webcast to provide expanded access and a convenient experience for our shareholders.
In connection with the Extraordinary General Meeting, you are being asked to vote upon proposals to approve:

the redomestication that would change the place of incorporation and residence of the ultimate parent company of the Bunge Group from Bermuda to Switzerland through a Bermuda law Scheme of Arrangement attached as Appendix A to the proxy statement (the “Redomestication”);

the acquisition of Viterra Limited, a Jersey company (“Viterra”) contemplated by the business combination agreement, dated as of June 13, 2023 (the “Business Combination Agreement”), by and among Bunge, Viterra and the seller parties thereto (the “Sellers”), including the issuance of approximately 65.6 million common shares, par value $0.01 per share (the “Bunge Shares”), of Bunge, to the Sellers (the “Acquisition”) as part of the consideration for the Acquisition; and

the adjournment of the Extraordinary General Meeting to a later date to solicit additional proxies if there are insufficient votes at the time of the Extraordinary General Meeting to approve the Redomestication or the Acquisition.
Each of the proposals are independent of each other and not conditioned on the approval of any of the other proposals. Accordingly, neither the Redomestication nor the Acquisition is dependent on the approval of the other and each may be implemented regardless of whether the other proposal is approved.
Redomestication
As part of the Redomestication, we will become a Swiss corporation and our corporate name will change to Bunge Global SA. The number of shares you will own in Bunge Global SA, the Swiss company, will be identical to the number of common shares you held in Bunge Limited, the Bermuda company, immediately prior to the completion of the Redomestication, and your relative economic interest in Bunge will remain unchanged, excluding effects of the Acquisition. While distributions paid by Swiss companies are generally subject to Swiss withholding tax, because we are planning to make distributions out of qualifying capital contribution reserves, no Swiss withholding tax should apply to distributions paid by Bunge Global SA for the foreseeable future.
After the completion of the Redomestication, Bunge Global SA is expected to continue the business operations conducted by Bunge Limited before the Redomestication.
The shares of Bunge Global SA will be listed on the New York Stock Exchange under the symbol “BG,” the same symbol under which your Bunge Shares are currently listed, and the company would continue to be subject to U.S. Securities and Exchange Commission reporting requirements.
Bunge incorporated in Bermuda in 1995 when the then-separate Bunge group of companies consolidated into a single corporate group (the “Bunge Group”). On November 15, 2022, the board of directors of Bunge unanimously approved the Redomestication to Switzerland, following an extensive review of our business operations and emerging trends in the global regulatory environment. Switzerland allows Bunge to align its corporate legal structure with its commercial operations, it is more centrally located within our major markets and home to many global companies. The Redomestication will locate Bunge in a country with balanced corporate governance requirements, a more sophisticated financial and commercial infrastructure, as well as a stable and well-developed legal system. We have had substantial operations in Switzerland for many years.
Our Redomestication to Switzerland is subject to various conditions, including shareholder approval and the approval of the Supreme Court of Bermuda, and is expected to be completed later this year. We may delay or abandon the Redomestication if future events occur that cause us to determine that the Redomestication is no longer in the best interests of Bunge or its shareholders.
 

 
Acquisition
We are seeking shareholder approval of the Acquisition of Viterra in connection with the Business Combination Agreement, pursuant to which Bunge will acquire all issued and outstanding shares of Viterra in exchange for:

approximately 65.6 million Bunge Shares (the “Share Consideration”); and

approximately $2.0 billion in cash (the “Cash Consideration”).
Upon completion of the Acquisition, the sellers are expected to own approximately 30% of the combined company on a fully diluted basis (before giving effect to any future share repurchases by Bunge). We expect to fund approximately 25% of the Cash Consideration with a combination of cash on hand and new debt financings. We have also secured a total of $8.0 billion in acquisition debt financing in the form of a $7.7 billion financing commitment from a consortium of lenders and a $300 million delayed draw term loan.
The Business Combination Agreement and the Acquisition was unanimously approved by the board of directors of Bunge. The Acquisition is expected to be consummated after approval of the Acquisition by our shareholders and the satisfaction or waiver, as applicable, of certain other customary closing conditions, including receipt of the required regulatory approvals. Assuming the satisfaction or waiver, as applicable, of the conditions set forth in the Business Combination Agreement, we expect the Acquisition to close in mid-2024.
This proxy statement provides you with detailed information regarding the Redomestication and the Acquisition. We encourage you to read this entire document carefully. You should carefully consider the “Risk Factors” beginning on page 29 for a discussion of risks before voting at the meeting.
[MISSING IMAGE: sg_lisawarealexander-bw.jpg]
Lisa Ware-Alexander
Vice President, Deputy General Counsel
and Corporate Secretary
[•], 2023
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Redomestication and Acquisition or determined if this proxy statement is truthful or complete. Any representation to the contrary is a criminal offense.
This proxy statement is dated [•], 2023 and is first being mailed to shareholders on or about [•], 2023.
 

 
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Date and Time:
[•], 2023, at 9:30 a.m., Central Time
Place
The Extraordinary General Meeting is a virtual shareholders meeting at www.virtualshareholdermeeting.com/BG2023SM
Record Date:
[•], 2023
Shareholders as of the Record Date are entitled to notice of, and to vote at, the Extraordinary General Meeting and at any subsequent adjournments or postponements.
Voting
Your vote is very important. Whether or not you plan to join the Extraordinary General Meeting, please promptly vote by internet, telephone or by mail so that your shares will be represented at the meeting. If you are a registered holder of Bunge Shares (i.e., you hold your shares through our transfer agent, Computershare), please follow the instructions included in your proxy materials or on your proxy card to access the Extraordinary General Meeting. If your Bunge Shares are held through an intermediary (i.e., brokerage firm, bank or other nominee), you should receive a voting instruction form from your brokerage firm, bank or other nominee.
Meeting Details
Please read carefully “Information About this Proxy Statement and Extraordinary General Meeting” beginning on page 1 of the proxy statement to ensure that you comply with the requirements for voting and accessing the Extraordinary General Meeting.
At the Extraordinary General Meeting, we are asking shareholders to vote on the following:
Management Proposals
Board
Recommends
Approval of the Redomestication that would change the place of incorporation and residence of the ultimate parent company of the Bunge Group from Bermuda to Switzerland through a Bermuda law Scheme of Arrangement attached as Appendix A to this proxy statement.
FOR
Approval of the Acquisition of Viterra contemplated by the Business Combination Agreement, including the issuance of approximately 65.6 million Bunge Shares to the sellers as part of the consideration for the Acquisition.
FOR
Approval to adjourn the meeting to a later date to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Redomestication or the Acquisition.
FOR
Each of the proposals are independent of each other and not conditioned on the approval of any of the other proposals. Accordingly, neither the Redomestication nor the Acquisition is dependent on the approval of the other and each may be implemented regardless of whether the other proposal is approved.
Important Notice of Internet Availability of Proxy Materials for the Extraordinary General Meeting to be held on [•], 2023: The Proxy Statement for the Extraordinary General Meeting and Annual Report on Form 10-K are available at investors.bunge.com/investors/corporate-governance/governance-documents and www.ProxyVote.com.
 

 
By Order of the Board of Directors
[MISSING IMAGE: sg_lisawarealexander-bw.jpg]
[•], 2023
Lisa Ware-Alexander
Vice President, Deputy General Counsel
and Corporate Secretary
This proxy statement incorporates documents by reference. See “Where You Can Find More Information” beginning on page 203 for a listing of documents incorporated by reference. These documents are available to any person, including any beneficial owner, upon request directed to our Investor Relations department by telephone at 636-292-3014 or by submitting a written request to 1391 Timberlake Manor Parkway, Chesterfield, Missouri 63017, U.S.A., Attention: Ruth Ann Wisener. To ensure timely delivery of these documents, any request should be made by [], 2023. The exhibits to these documents will generally not be made available unless they are specifically incorporated by reference in this proxy statement.
 

 
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INFORMATION ABOUT THIS PROXY STATEMENT AND THE EXTRAORDINARY GENERAL MEETING
Information About this Proxy Statement
Why did I receive this Proxy Statement?
Bunge Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Bunge” or the “Company”), has furnished these proxy materials to you because the board of directors (the Bunge-Bermuda board of directors or the Bunge-Switzerland board of directors, as the context may require, the “Board of Directors”) is soliciting your proxy to vote at the 2023 Extraordinary General Meeting of the shareholders (the “Extraordinary General Meeting”) on [•], 2023 at 9:30 a.m., Central Time. In order to provide expanded access and a convenient experience for our shareholders, the Extraordinary General Meeting will be a virtual meeting of shareholders, which will be conducted via live audio webcast. There will not be a physical meeting. We have designed this virtual meeting to offer the same participation opportunities as an in-person meeting.
This proxy statement contains information about the items being voted on at the Extraordinary General Meeting, and important information about us. If you received printed versions of these materials by mail, these materials also include the proxy card or voting instructions form for the Extraordinary General Meeting. We are making these proxy materials first available to shareholders on or about [•], 2023.
We have sent these materials to each person who is registered as a holder of our common shares, par value $0.01 per share (“Bunge Shares”) in the register of members (such owners are often referred to as “holders of record” or “registered holders”) as of the close of business on [•], 2023, the record date for the Extraordinary General Meeting (the “Record Date”).
We have requested that banks, brokerage firms and other nominees who hold Bunge Shares on behalf of the owners of the Bunge Shares (such owners are often referred to as “beneficial shareholders” or “street name holders”) as of the close of business on the Record Date, forward either a notice or a printed copy of these materials, together with a proxy card or voting instruction form, to those beneficial shareholders. We have agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials.
Finally, we have provided for these materials to be sent to persons who have interests in Bunge Shares through participation in the Bunge share funds of the Bunge Retirement Savings Plan, the Bunge Savings Plan and the Bunge Savings Plan — Supplement A. Although these persons are not eligible to vote directly at the Extraordinary General Meeting, they may, however, instruct the trustees of the plans on how to vote the common shares represented by their interests. The enclosed proxy card will also serve as voting instructions for the trustees of the plans. If you do not provide voting instructions for shares held for you in any of these plans, the trustees will vote these shares in the same ratio as the shares for which voting instructions are provided.
Shareholders who owned Bunge Shares as of the close of business on the Record Date for the Extraordinary General Meeting are entitled to access and vote at the Extraordinary General Meeting and adjournments or postponements of the Extraordinary General Meeting. The share register will not be closed between the Record Date and the date of the Extraordinary General Meeting. A poll will be taken on each proposal to be put to a shareholder vote at the Extraordinary General Meeting.
Information About the Extraordinary General Meeting
What proposals are being presented at the Extraordinary General Meeting?
Shareholders are being asked to vote on the following matters at the Extraordinary General Meeting:

Proposal 1 — the approval of the redomestication that would change the place of incorporation and residence of the ultimate parent company of the Bunge Group from Bermuda to Switzerland through a Bermuda law Scheme of Arrangement attached as Appendix A to this proxy statement (the “Redomestication”);

Proposal 2 — the approval of the acquisition of Viterra Limited, a Jersey company (“Viterra”), contemplated by the business combination agreement, dated as of June 13, 2023 (the “Business Combination Agreement”), by and among Bunge, Viterra and the seller parties (the “Sellers”),
 
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including the issuance (the “Share Issuance”) of approximately 65.6 million Bunge Shares to the Sellers (the “Acquisition”) as part of the consideration for the Acquisition; and

Proposal 3 — the approval to adjourn the Extraordinary General Meeting to a later date to solicit additional proxies if there are insufficient votes at the time of the Extraordinary General Meeting to approve the Redomestication or the Acquisition.
Each of the proposals are independent of each other and not conditioned on the approval of any of the other proposals. Accordingly, neither the Redomestication nor the Acquisition is dependent on the approval of the other and each may be implemented regardless of whether the other proposal is approved.
Other than the matters set forth in this proxy statement and matters incidental to the conduct of the Extraordinary General Meeting, we do not know of any business or proposals to be considered at the Extraordinary General Meeting. If any other business is proposed and properly presented at the Extraordinary General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on the matter at their discretion.
How do I access the Extraordinary General Meeting and submit questions?
To be admitted to the Extraordinary General Meeting visit www.virtualshareholdermeeting.com/BG2023SM and enter the 16-digit control number found on your proxy card or voter instruction form for the Extraordinary General Meeting. If you hold Bunge Shares through a brokerage firm, bank or other nominee, you should follow the instructions provided by your brokerage firm, bank or other nominee to be able to participate in the Extraordinary General Meeting.
If you wish to submit a question before or during the Extraordinary General Meeting, you may log in to www.virtualshareholdermeeting.com/BG2023SM and enter your name, email address and 16-digit control number beginning at 9:15 a.m., Central Time, on [•], 2023. Once past the login screen, select the question topic and enter your question in the “Ask a Question” section at the lower left-hand corner of the screen and then click on Submit.
Questions pertinent to meeting matters will be addressed during the Extraordinary General Meeting, subject to time constraints. Questions or comments that relate to proposals that are not properly received before or during the Extraordinary General Meeting, relate to matters that are not the proper subject for action by shareholders, are irrelevant to our business, relate to material non-public information of the Company, relate to personal concerns or grievances, are derogatory to individuals or that are otherwise in bad taste, are in substance repetitious of a question or comment made by another shareholder, or are not otherwise suitable for the conduct of the Extraordinary General Meeting as determined in our sole discretion, will not be answered. Additional rules of conduct and procedures may apply during the Extraordinary General Meeting and will be available for you to review in advance of the meeting at www.virtualshareholdermeeting.com/BG2023SM.
My shares are held through our transfer agent or a brokerage firm, bank or other nominee. How do I register in advance to access, vote and submit questions at the Extraordinary General Meeting?
If you are a registered holder of Bunge Shares (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register in advance to access the Extraordinary General Meeting. Please follow the instructions described above and on your proxy card or voter instruction form that you received for the Extraordinary General Meeting.
If you hold Bunge Shares through a brokerage firm, bank or other nominee, you should follow the instructions provided by your brokerage firm, bank or other nominee to be able to participate in the Extraordinary General Meeting.
What if I have trouble accessing the Extraordinary General Meeting virtually?
The virtual meeting platform is fully supported across multiple browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and mobile phones) running the most updated version of applicable software and plugins. You should ensure that you have a strong internet connection wherever you intend to participate in the meeting. We encourage you to access the meeting prior to the start time. You will be able to log into the Extraordinary General Meeting beginning at 9:15 a.m., Central Time on [•], 2023. We will have a technician ready to assist you with any technical difficulties you may have accessing
 
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the Extraordinary General Meeting. If you encounter any difficulties accessing the Extraordinary General Meeting, please call the technical support number that will be posted on the virtual meeting platform login page.
If I can’t participate in the live Extraordinary General Meeting webcast, can I vote or listen to it later?
You may vote your Bunge Shares before the meeting as described in “How do I vote?” and by following the instructions on your proxy card or voter instruction form. You do not need to access the webcast to vote if you submitted your vote via proxy in advance of the Extraordinary General Meeting. We do not intend to record the Extraordinary General Meeting; however, we will disclose the results on a Form 8-K that we will file with the U.S. Securities and Exchange Commission (the “SEC”) within four business days of the Extraordinary General Meeting.
What constitutes a quorum?
The presence at the start of the Extraordinary General Meeting of at least two persons representing, in person or by proxy, more than one-half of our issued and outstanding common shares will constitute a quorum for the transaction of business at the meeting.
Information About Voting
How many votes do I have?
Every holder of a common share will be entitled to one vote per share on each matter presented at the Extraordinary General Meeting. On July 20, 2023, there were 150,639,751 common shares issued and outstanding and entitled to vote at the Extraordinary General Meeting.
How do I vote?
You can exercise your vote in the following ways:

By Telephone or the Internet:   If you are a shareholder of record, you may appoint your proxy by telephone, or electronically through the internet, by following the instructions on your proxy card. If you are a beneficial shareholder, please follow the instructions on your notice or voting instruction form.

By Mail:   If you are a shareholder of record, you may appoint your proxy by marking, dating and signing your proxy card and returning it by mail in the enclosed postage-paid envelope. If you are a beneficial shareholder and received or requested printed copies of the proxy materials, you can vote by following the instructions on your voting instruction form.

At the Meeting:   If you are planning to access the Extraordinary General Meeting, you may vote your Bunge Shares during the meeting by visiting www.virtualshareholdermeeting.com/BG2023SM. To vote, you will need your 16-digit control number included on your proxy card, or on the voter instruction form.
Your vote is very important. Even if you plan to be present at the Extraordinary General Meeting,
we encourage you to vote as soon as possible.
 
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What if I return my proxy card but do not mark it to show how I am voting?
If you sign and return your proxy card or voting instruction form but do not indicate instructions for voting, your Bunge Shares will be voted “FOR” each of Proposals 1, 2 and 3. With respect to any other matter which may properly come before the Extraordinary General Meeting, your Bunge Shares will be voted at the discretion of the proxy holders.
May I change or revoke my proxy?
You may change or revoke your proxy at any time before it is exercised in one of four ways:
1.
Notify our Corporate Secretary in writing at the address provided below before the meeting;
2.
Use the telephone or the internet to change your proxy for the meeting;
3.
Submit another proxy card (or voting instruction form if you hold your Bunge Shares in street name) with a later date for the meeting; or
4.
If you are a holder of record, or a beneficial holder with a proxy from the holder of record, by accessing and voting at the Extraordinary General Meeting.
You may not revoke a proxy simply by accessing the Extraordinary General Meeting. To revoke a proxy, you must take one of the actions described above. Any written notice of revocation must be sent to the attention of our Corporate Secretary at 1391 Timberlake Manor Parkway, Chesterfield, Missouri 63017, U.S.A.
What vote is required in order to approve each proposal?
Proposal 1 — Redomestication:   The affirmative vote of a majority in number and at least 75% in value of shares present in person or by proxy at the meeting and entitled to vote is required to approve the Redomestication.
Proposal 2 — Acquisition:   The affirmative vote of a majority of shares present in person or by proxy at the meeting and entitled to vote is required to approve the Acquisition.
Proposal 3 — Adjournment:   The affirmative vote of a majority of shares present in person or by proxy at the meeting and entitled to vote is required to approve the adjournment of the meeting to a later date to solicit additional proxies if there are insufficient votes at the time of the Extraordinary General Meeting to approve the Redomestication or the Acquisition.
Pursuant to Bermuda law, (i) common shares which are represented by “broker non-votes” ​(i.e., common shares held by brokers which are represented at the Extraordinary General Meeting but with respect to which the broker is not empowered to vote on a particular proposal) and (ii) common shares represented at the Extraordinary General Meeting which abstain from voting on any matter, are not included in the determination of the common shares voting on such matter, but are counted for quorum purposes.
Under the rules of the New York Stock Exchange (“NYSE”), if you do not submit specific voting instructions to your broker, your broker will not have the ability to vote your Bunge Shares in connection with Proposals 1, 2 and 3. Accordingly, if your Bunge Shares are held in street name and you do not submit voting instructions to your broker, your Bunge Shares will be treated as broker non-votes for these proposals.
How will voting on any other business be conducted?
Other than the matters set forth in this proxy statement and matters incident to the conduct of the Extraordinary General Meeting, we do not know of any business or proposals to be considered at the meeting. If any other business is properly proposed and presented at the Extraordinary General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on the matter at the discretion of the proxy holders.
 
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Who will count the votes?
Broadridge will act as the inspector of election and will tabulate the votes.
Whom should I call if I have questions about the meeting, the Redomestication or the Acquisition?
You should contact either of the following:
Bunge-Bermuda:
Ruth Ann Wisener
Investor Relations
1391 Timberlake Manor Parkway
Chesterfield, Missouri 63017, U.S.A.
Phone: (636) 292-3014
our proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders may call toll free: (877) 750-8233
Banks and Brokers may call collect: (212) 750-5833
Deadline for Appointment of Proxies by Telephone or the Internet or Returning Your Proxy Card
Shareholders should complete and return the proxy card for the Extraordinary General Meeting as soon as possible. To be valid, your proxy card must be completed in accordance with the instructions on it and received by us no later than 11:59 p.m., Eastern Time, on [], 2023. If you appoint your proxy by telephone or the internet, we must receive your appointment no later than 11:59 p.m., Eastern Time, on [], 2023. If you participate in the Bunge share funds of the Bunge Retirement Savings Plan, the Bunge Savings Plan or the Bunge Savings Plan — Supplement A, you must submit your voting instructions by 11:59 p.m., Eastern Time on [], 2023 in order to allow the plan trustees time to receive your voting instructions and vote on behalf of the plans. If your Bunge Shares are held in street name and you are voting by mail, you should return your voting instruction form for the meeting in accordance with the instructions on that form or as provided by the bank, brokerage firm or other nominee who holds our Bunge Shares on your behalf.
Solicitation of Proxies
We will bear the cost of the solicitation of proxies, including the preparation, printing and mailing of proxy materials and the notice. We will furnish copies of these proxy materials to banks, brokers, fiduciaries and custodians holding shares in their names on behalf of beneficial owners so that they may forward these proxy materials to our beneficial owners.
We have retained Innisfree M&A Incorporated to act as proxy solicitor for the Extraordinary General Meeting for a fee of $30,000 plus reasonable out-of-pocket expenses. In addition, we may supplement the original solicitation of proxies by mail with solicitation by telephone and other means by our directors, officers and/or other employees. We will not pay any additional compensation to these individuals for any such services.
 
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PROXY STATEMENT SUMMARY
This summary highlights certain information contained in this proxy statement. As it is only a summary, please review the entire proxy statement before voting.
Extraordinary General Meeting Information
Time and Date:
[•], [•], 2023, at 9:30 a.m., Central Time, with log-in beginning at 9:15 a.m., Central Time.
Location:
The Extraordinary General Meeting will be a virtual meeting conducted exclusively online via live audio webcast, allowing shareholders to participate in the meeting from any location convenient to them. There will not be a physical meeting.
Record Date:
Shareholders of record as of the close of business on [•], 2023 are entitled to vote.
Voting:
Each issued and outstanding common share is entitled to one vote. You may vote by telephone, internet, mail or by accessing the Extraordinary General Meeting. Please see “Information About Voting” on page 3.
Attendance:
To access the Extraordinary General Meeting, please follow the instructions contained in “Information About the Extraordinary General Meeting” on page 1. Shareholders who access the meeting will be allowed to submit questions in our virtual shareholder meeting forum before and during the meeting.
Proposals and Voting Recommendations for the Extraordinary General Meeting
Proposal
Board’s Voting
Recommendation
Page References
(for more detail)
1
Approval of the Redomestication.
FOR
43
2
Approval of the Acquisition.
FOR
44
3
Approval to adjourn the meeting to a later date to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Redomestication or the Acquisition.
FOR
45
The affirmative vote of a majority in number and at least 75% in value of shares present in person or by proxy at the meeting and entitled to vote is required to approve the Redomestication (Proposal 1). The affirmative vote of a majority of shares present in person or by proxy at the meeting and entitled to vote is required to approve the Acquisition (Proposal 2). The affirmative vote of a majority of shares present in person or by proxy at the meeting and entitled to vote is required to approve the adjournment of the meeting to a later date to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Redomestication or the Acquisition (Proposal 3).
Each of the proposals are independent of each other and not conditioned on the approval of any of the other proposals. Accordingly, neither the Redomestication nor the Acquisition is dependent on the approval of the other and each may be implemented regardless of whether the other proposal is approved.
In this proxy statement, we sometimes refer to Bunge-Bermuda and Bunge-Switzerland, as the context may require, as “we,” “our,” the “Company” or “Bunge,” and we refer to the Redomestication and Acquisition collectively as the “Transactions.” All references to “U.S. dollars,” “U.S.$,” “US$” or “$” in this proxy statement are to U.S. dollars, the official currency of the United States.
 
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OVERVIEW OF THE REDOMESTICATION
We are seeking shareholder approval at the Extraordinary General Meeting of a merger transaction by way of the Bermuda law Scheme of Arrangement, attached to this proxy statement as Appendix A (the “Scheme of Arrangement”) that will effectively change the place of incorporation and residence of the parent company of the Bunge Group from Bermuda to Switzerland (referred to herein as the “Redomestication”).
If the Scheme of Arrangement becomes effective, it will effect a share exchange pursuant to which (i) your Bunge Shares of Bunge Limited (which we also refer to herein as “Bunge-Bermuda”) will be exchanged for an identical number of registered common shares of Bunge Global SA (“Bunge-Switzerland”) and (ii) Bunge-Switzerland will become the parent company of the Bunge Group.
Bunge incorporated in Bermuda in 1995 when the then-separate Bunge group of companies consolidated into a single corporate group (the “Bunge Group”). Over the past few years, Bunge has undertaken an extensive review of its business operations and the emerging trends in the global regulatory environment. As part of this review, Bunge performed a substantial analysis of alternative jurisdictions in which it might redomesticate. Switzerland was determined to be the best jurisdiction in which to redomesticate because it allows Bunge to better align its corporate legal structure with its commercial operations and because Bunge has conducted substantial business operations in Switzerland for decades. Switzerland is also a jurisdiction that is well suited for global companies and offers a well-developed corporate, legal and regulatory environment.
As part of this review, Bunge has taken into account likely legislative tax changes proposed by the member states of the Organization for Economic Cooperation and Development (or “OECD”) and in particular the Pillar 2 Model Rules (the “Model Rules”), aiming at introducing a global minimum corporate tax rate of 15% on financial statement income by jurisdiction. The focus of the OECD is to discourage multinational corporations from using low tax or no tax jurisdictions (tax havens) to avoid taxation.
Our Redomestication to Switzerland is subject to various conditions, including shareholder approval and the approval of the Supreme Court of Bermuda (the “Bermuda Court”), and is expected to be completed later this year, prior to completing the Acquisition. We may, however, delay or abandon the Redomestication if future events occur that cause the Board of Directors to determine that the Redomestication is no longer in the interest of Bunge or its shareholders.
If the Redomestication is completed:

the place of incorporation, residence and principal executive office of Bunge Global SA will be Switzerland;

the operational headquarters of the Bunge Group will remain in St. Louis, Missouri;

our corporate name will be changed to Bunge Global SA;

holders of shares in Bunge Limited will automatically receive shares in Bunge Global SA on a one-for-one basis, and their relative economic interest in the Bunge Group will remain unchanged; and

Bunge Global SA shares will be listed for trading on the NYSE under the ticker symbol “BG.”
Bunge’s current dividend per share in fiscal year 2023, shareholder communications and related matters will be unchanged. The effects of Redomestication on Bunge and its shareholders are explained in “Certain Tax Considerations of the Redomestication” starting at page 115 and “Comparison of Rights of Shareholders” starting at page 175.
The Redomestication involves several steps.
1)
Incorporation of Bunge Global SA, Switzerland, a new company organized under Swiss law with its registered office in Geneva, Switzerland, as a direct, wholly-owned subsidiary of Bunge Limited.
2)
Bunge Global SA in turn, forms a new Bermuda subsidiary named Horizon Merger Company Limited (“Bunge-MergerCo”).
 
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3)
Following the Extraordinary General Meeting and a hearing of the Bermuda Court scheduled for [•], 2023, assuming we have obtained the necessary shareholder and court approvals, Bunge-MergerCo will merge with Bunge Limited by way of the Scheme of Arrangement, with Bunge Limited as the surviving company. As a result of the Redomestication, Bunge-MergerCo will cease to exist, and Bunge Limited will become a direct, wholly-owned subsidiary of Bunge Global SA.
4)
Effective for the date that is one day after the effective date of the merger of Bunge Limited with Bunge-MergerCo (“Effective Date”), Bunge Limited will make a U.S. tax election to be classified as disregarded as an entity separate from Bunge Global SA for U.S. tax purposes.
The diagram that follows depicts the Redomestication:
[MISSING IMAGE: fc_bunge-bw.jpg]
 
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QUESTIONS AND ANSWERS ABOUT THE REDOMESTICATION
The following questions and answers are intended to briefly address some commonly asked questions regarding the Redomestication. These questions and answers do not address all questions that may be important to you as a shareholder of Bunge. Please refer to the more detailed information contained elsewhere in this proxy statement, the Appendices to this proxy statement and the documents referred to in this proxy statement.
Q:
Why do you want to change your place of incorporation and residence from Bermuda to Switzerland?
A:
Bunge incorporated in Bermuda in 1995 when the then-separate Bunge group of companies consolidated into a single corporate group. Over the past few years, Bunge has undertaken an extensive review of its business operations and the emerging trends in the global regulatory environment. As part of this review, Bunge performed a substantial analysis of alternative jurisdictions in which it might redomesticate. Switzerland was determined to be the best jurisdiction in which to redomesticate because it allows Bunge to better align its corporate legal structure with its commercial operations and because Bunge has conducted substantial business operations in Switzerland for decades. Switzerland is also a jurisdiction that is well suited for global companies and offers a well-developed corporate, legal and regulatory environment.
As part of this review, Bunge has taken into account likely legislative tax changes proposed by the member states of the OECD and in particular the Model Rules, aiming at introducing a global minimum corporate tax rate of 15% on financial statement income by jurisdiction. The focus of the OECD is to discourage multinational corporations from using low tax or no tax jurisdictions (tax havens) to avoid taxation.
As part of the Redomestication, Bunge will be locating its publicly traded parent company in Switzerland, a jurisdiction in which Bunge has operated for decades and for which we have significant substance. Switzerland is the home of many global companies, and if the Redomestication is approved, Bunge Global SA will be located in a country with balanced corporate governance requirements, more sophisticated financial and commercial infrastructure as well as a stable and well-developed legal system.
Q:
Will the Redomestication affect our current or future operations?
A:
The Redomestication will have no significant impact on how we conduct our day-to-day operations. The locations of our future operations will depend on the needs of our business, independent of our legal domicile.
Q:
Will the Redomestication dilute my economic interest?
A:
No, the Redomestication will not dilute your economic interest in the Bunge Group. Immediately after the Redomestication, the number of issued and outstanding shares of Bunge-Switzerland will be identical to the number of issued and outstanding shares of Bunge-Bermuda immediately before the completion of the Redomestication. Bunge-Switzerland will hold, in addition, [•] shares for future use to satisfy its obligations to deliver shares in connection with awards granted under our equity incentive plans and for such other purposes as the Board of Directors may determine. Bunge-Switzerland will assume Bunge-Bermuda’s existing obligation to deliver shares under our equity incentive plans. Because Bunge-Bermuda will be a wholly-owned subsidiary of Bunge-Switzerland after the Redomestication, your economic interest will not change after the Redomestication.
Q:
When do you expect the Redomestication to be completed?
A:
We are working towards completing the Redomestication as quickly as possible and it remains subject to shareholder approval and the approval of the Bermuda Court. We currently expect to complete the Redomestication this year, prior to completing the Acquisition. However, the Redomestication may be delayed or abandoned if events occur that cause the Board of Directors to determine that the Redomestication is no longer in the best interest of Bunge or its shareholders.
Q:
What will I receive for my Bunge-Bermuda shares?
A:
After the Redomestication, you will hold one Bunge-Switzerland share for each Bunge-Bermuda share you held immediately prior to the completion of the Redomestication.
 
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Q:
Do I have to take any action to exchange my Bunge-Bermuda shares?
A:
No. Your Bunge-Bermuda common shares will be exchanged for Bunge-Switzerland shares without any action on your part. All of Bunge-Bermuda’s common shares are issued in uncertificated book- entry form. All of Bunge-Switzerland’s shares will also be issued in uncertificated book-entry form.
Q:
May I trade Bunge-Bermuda shares between the date of this proxy statement and the Effective Date?
A:
Yes. The Bunge-Bermuda shares will continue to trade during this period.
Q:
After the Redomestication, where may I trade Bunge-Switzerland shares?
A:
The Bunge-Switzerland shares will be listed and traded on the NYSE under the symbol “BG,” the same symbol under which your Bunge-Bermuda shares are currently listed.
Q:
What vote does the Board of Directors recommend?
A:
The Board of Directors unanimously recommends that Bunge-Bermuda’s shareholders vote “FOR” all of the proposals, including the Redomestication proposal and the Acquisition Proposal.
Q:
Is the Redomestication taxable to me?
A:
Determining the tax consequences of the Redomestication to you may be complex and will depend on your specific situation. The Redomestication is intended to be a “reorganization” under Section 368(a)(1)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “U.S. Code”), pursuant to which U.S. holders of shares of Bunge-Bermuda are generally not expected to recognize gain or loss on the exchange of such shares solely for shares of Bunge-Switzerland in the Redomestication. Under Swiss tax law, no Swiss tax is generally due for non-Swiss holders of Bunge-Bermuda shares on the ultimate receipt of Bunge-Switzerland shares in the Redomestication. If you are a Swiss holder and are a beneficial owner of Bunge Shares, the Redomestication may result in Swiss tax consequences to you and you are therefore urged to contact your tax advisors. Other jurisdictions may tax holders on the ultimate receipt of shares in Bunge-Switzerland depending on the tax residence of the holder. We urge you to consult your tax advisor for a full understanding of the tax consequences of the Redomestication to you. No ruling from the United States Internal Revenue Service (the “IRS”) regarding the U.S. income tax treatment of the Redomestication will be sought.
Q:
Will there be Swiss withholding tax on future distributions, if any, by Bunge-Switzerland?
A:
Swiss federal withholding tax of 35% is generally due on distributions to Bunge-Switzerland shareholders from Bunge-Switzerland out of available earnings or other non-qualifying reserves for Swiss withholding tax purposes, regardless of the place of residency of the shareholder, subject to exceptions discussed below which we plan to use to substantially eliminate the Swiss withholding tax for the foreseeable future.
Because we are planning to make distributions from qualifying capital contribution reserves, Swiss withholding tax should not apply to distributions paid to Bunge-Switzerland shareholders from Bunge- Switzerland for the foreseeable future.
Distributions to shareholders in relation to a reduction of par value or paid out of qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration will be exempt from Swiss withholding tax. Bunge-Switzerland expects to pay distributions out of such qualifying capital contribution reserves for the foreseeable future, and as a result, any such distributions to shareholders will be exempt from the Swiss withholding tax. Upon completion of the Redomestication, we expect Bunge-Switzerland’s shares to have a par value of $0.01 per share and qualifying capital contribution reserves per share recognized by the Swiss Federal Tax Administration, such that the combination of the two should be at least equivalent to the market capitalization value of Bunge-Bermuda immediately prior to the completion of the Redomestication. It is estimated that the Swiss withholding tax would not be applicable for the foreseeable future.
 
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After we have depleted qualifying capital contribution reserves, distributions will be subject to the 35% Swiss withholding tax. Bunge-Switzerland will be required to withhold at such rate and remit on a net basis any payments made to a holder of Bunge-Switzerland shares and pay such withheld amounts to the Swiss Federal Tax Administration. The shareholder may be entitled to a full or partial refund or credit of the Swiss withholding tax, depending on where the holder is tax resident and if and to what extent a tax treaty is applicable. You are urged to consult your tax adviser for a full understanding of the tax consequences.
Q:
Will there be Swiss withholding tax on future share repurchases, if any, by Bunge-Switzerland?
A:
Under Swiss law, repurchases of shares for the purposes of capital reduction are generally treated as a partial liquidation subject to 35% Swiss withholding tax, irrespective of the tax residency of the shareholder. However, the 35% Swiss withholding tax is not applicable to certain share repurchases, and we expect to utilize certain tax attributes and other arrangements to substantially reduce or eliminate this tax burden for the foreseeable future. The repurchase of shares for purposes other than capital reduction, such as to retain as treasury shares for use in connection with equity incentive plans, convertible debt, similar instruments or acquisitions, will not be subject to the 35% Swiss withholding tax. Any portion of the repurchase price attributable to par value or qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration will not be subject to the 35% Swiss withholding tax. Upon completion of the Redomestication, we expect Bunge-Switzerland to have a par value and qualifying capital contribution reserves for Swiss withholding tax purposes such that the combination of the two should result in a substantial reduction of the 35% Swiss withholding tax for the foreseeable future.
Q:
What are qualifying capital contribution reserves?
A:
Under Swiss statutory reporting requirements and for Swiss withholding tax purposes, qualifying capital contribution reserves (“Reserven aus Kapitaleinlagen” / “réserves issues d’apports de capital”) represent, among other things, the amount per share by which the issue price of a share exceeds its par value. Qualifying capital contribution reserves may, subject to the restrictions described under “Description of Bunge-Switzerland Shares — Distributions of Dividends” and “Description of Bunge-Switzerland Shares — Repurchases of Registered Shares,” be returned to shareholders, including through distributions and share repurchases. Distributions to shareholders out of qualifying capital contribution reserves that have previously been recognized by the Swiss Federal Tax Administration are exempt from Swiss withholding tax, as are distributions by virtue of a reduction of par value. We have filed a ruling request with the Swiss Federal Tax Administration to confirm the amount of qualifying capital contribution reserves. Please note that qualifying capital contribution reserves for Bunge-Switzerland’s statutory reporting purposes and Swiss withholding tax purposes (which sometimes is also referred to as additional paid-in capital) will not be the same as additional paid-in capital reflected on Bunge-Switzerland’s consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).
 
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OVERVIEW OF THE ACQUISITION
We are seeking shareholder approval at the Extraordinary General Meeting of the Acquisition of Viterra contemplated by the Business Combination Agreement, including the Share Issuance. Bunge will acquire all issued and outstanding shares of Viterra (the “Viterra Shares”) in exchange for:

approximately 65.6 million Bunge Shares (the “Share Consideration”); and

approximately $2.0 billion in cash (the “Cash Consideration” and together with the Share Consideration, the “Consideration”).
If the Acquisition is completed, Bunge will acquire Viterra and Viterra will become a wholly-owned subsidiary of Bunge. The Acquisition will create an innovative global agribusiness company well positioned to meet the demands of increasingly complex markets and to better serve farmers and end-customers, connecting farmers in the world’s largest production regions to customers in areas of fastest growing consumption. With an enhanced global network, the combined company’s increased diversification across geographies, seasonal cycles and crops will increase optionality in managing risk and increase resiliency in the face of disruptions. By improving traceability through the supply chain, the Acquisition will also provide customers with greater visibility and accountability to consumers about where their food comes from. Together, the highly complementary organizations will benefit from more diversified capabilities, greater operational flexibility across oilseed and grain supply chains and processing, greater resources and combined employee talent to innovate and deliver for customers in every environment, creating value for all stakeholders.
The Board of Directors has unanimously determined that the Business Combination Agreement is fair to, and in the best interest of, Bunge and its shareholders and has approved the Business Combination Agreement and the Acquisition.
 
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QUESTIONS AND ANSWERS ABOUT THE ACQUISITION
The following questions and answers are intended to briefly address some commonly asked questions regarding the Acquisition. These questions and answers do not address all questions that may be important to you as a shareholder of Bunge. Please refer to the more detailed information contained elsewhere in this proxy statement, the Appendices to this proxy statement and the documents referred to in this proxy statement.
Q:
What is the Acquisition?
A:
On June 13, 2023, Bunge entered into a Business Combination Agreement with Viterra, and its shareholders.
The Business Combination Agreement provides for, among other things, the Acquisition pursuant to which Bunge will acquire all the Viterra Shares in exchange for (i) the Share Consideration and (ii) the Cash Consideration. If the Acquisition is completed, Bunge will acquire Viterra and Viterra will become a wholly-owned subsidiary of Bunge. Upon completion of the Acquisition, the Sellers are expected to own approximately 30% of the combined company on a fully diluted basis (before giving effect to any future share repurchases by Bunge). The acquisition of the Viterra Shares is expected to be consummated after approval of the Acquisition by our shareholders and the satisfaction or waiver, as applicable, of certain other customary closing conditions, including receipt of the required regulatory approvals. Assuming the satisfaction or waiver, as applicable, of the conditions set forth in the Business Combination Agreement, Bunge expects the Acquisition to close in mid-2024.
Q:
How will Bunge pay the cash component of the Consideration?
A:
Bunge’s obligation to complete the Acquisition is not conditioned upon obtaining financing. Bunge expects to fund approximately 25% of the Consideration with a combination of cash on hand and new debt financings. Bunge has secured a total of $8.0 billion in acquisition debt financing in the form of a $7.7 billion financing commitment from a consortium of lenders and a $300 million delayed draw term loan.
Q:
What kind of shares will the Share Consideration consist of?
A:
If the Acquisition closes after the Redomestication is completed, the Share Consideration payable to the Sellers will comprise approximately 65.6 million common shares of Bunge Global SA (NYSE: BG), par value $0.01 per share, each credited as fully paid and ranking pari-passu in all respects with existing Bunge Shares, including with respect to post-closing dividend entitlement, and free of liens (other than any restrictions imposed by applicable law and securities exchanges) and pre-emptive rights. Bunge Global SA’s board of directors will issue the Share Consideration based on its capital band authorization included in Bunge Global SA’s articles of association. The Sellers will not receive any fractional Bunge Shares as consideration. Instead, the Sellers will receive a cash amount for any fractional shares, calculated as an amount equal to such fraction multiplied by the 20-Day volume-weighted average price (“VWAP”) prior to the Closing Date (as defined below). We expect that the Redomestication will occur prior to the consummation of the Acquisition (the “Closing”). In the event that the Redomestication does not occur prior to the Closing or at all, the common shares to be issued in connection with the Acquisition will continue to be governed by the Bunge-Bermuda memorandum of association and bye-laws and will be registered under Bermuda law. See “Comparison of Rights of Shareholders.”
Q:
What equity stake will the Sellers hold in Bunge immediately following the Acquisition?
A:
Upon completion of the Acquisition, the Sellers are expected to own approximately 30% of the combined company on a fully diluted basis (before giving effect to any future share repurchases by Bunge). As part of Bunge’s recently announced plan to repurchase $2.0 billion of Bunge Shares in order to enhance accretion to adjusted EPS, Bunge may repurchase shares from time to time, which may occur before the Closing. These repurchases may increase the Sellers ownership percentage in the combined company up to approximately 33% after completion of the repurchase plan.
 
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Q:
What will happen if Bunge shareholders do not approve the Acquisition proposal?
A:
If the Acquisition proposal is not approved by our shareholders or if the Acquisition is not completed for any other reason, the Sellers will not receive the Consideration or any other consideration in connection with the Acquisition and their Viterra Shares will remain outstanding. Further, if the Acquisition proposal is not approved, the Acquisition cannot be completed, which may have an adverse effect on Bunge’s business and financial condition. Under certain circumstances, if the Acquisition is not completed, we may be obligated to pay a termination fee. For example, if the Business Combination Agreement is terminated in connection with certain circumstances relating to the failure to obtain certain antitrust and competition clearances that are conditions to the Closing, Bunge would be obligated to pay Viterra a fee of $400 million in the aggregate. For additional information, see the sections entitled “The Acquisition — Consequences if the Acquisition is Not Completed” and “The Business Combination Agreement — Termination Fees.”
Q:
Do I have appraisal rights in connection with the Acquisition?
A:
Bunge shareholders do not have appraisal rights in connection with the Acquisition,
Q:
What will happen to Viterra as a result of the Closing?
A:
If the Acquisition is completed, Viterra will become a wholly owned subsidiary of Bunge and Viterra will no longer be a standalone company.
Q:
When do you expect the Acquisition to be completed?
A:
We are working toward completing the Acquisition as quickly as possible. We currently anticipate that the Acquisition will be completed in mid-2024, but we cannot be certain when or if the conditions to the Acquisition will be satisfied or, to the extent permitted, waived. The Acquisition cannot be completed until the conditions to Closing are satisfied (or, to the extent permitted, waived). For additional information, see the section entitled “The Business Combination Agreement — Conditions to the Closing.” In the event the Redomestication will occur prior to the Closing of the Acquisition, Bunge Global SA (NYSE: BG), the Swiss company, will issue the Share Consideration.
Q:
May I trade Bunge Shares between the date of this proxy statement and the consummation of the Acquisition?
A:
Yes. The Bunge Shares will continue to trade during this period.
Q:
What vote does the Board of Directors recommend?
A:
The Board of Directors unanimously recommends that Bunge shareholders vote “FOR” all of the proposals, including the Acquisition proposal and the Redomestication Proposal.
 
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SUMMARY OF THE REDOMESTICATION
This summary highlights selected information from this proxy statement. It does not contain all of the information that is important to you. To understand the Redomestication more fully, and for a more complete legal description of the Redomestication, you should read carefully the entire proxy statement, including the appendices.
The Scheme of Arrangement attached as Appendix A to this proxy statement is the legal document that outlines the Redomestication. The articles of association and organizational regulations of Bunge-Switzerland, substantially in the forms attached as Appendix B and Appendix C to this proxy statement, respectively, will govern our company after the completion of the Redomestication. We encourage you to read these documents carefully. Unless otherwise indicated, currency amounts in this proxy statement are stated in United States dollars.
Parties to the Redomestication
Bunge-Bermuda:   Bunge-Bermuda is an exempted company limited by shares incorporated under the laws of Bermuda. We are registered with the Registrar of Companies in Bermuda under registration number EC20791. We trace Bunge’s history back to 1818 when we were founded as a trading company in Amsterdam, The Netherlands. We are a holding company and substantially all of our operations are conducted through our subsidiaries. Our corporate headquarters are located at 1391 Timberlake Manor Parkway, Chesterfield, Missouri, 63017, United States of America, and our telephone number is (314) 292-2000. Our registered office is located at 2 Church Street, Hamilton, HM 11, Bermuda.
Bunge-Switzerland:   Bunge-Switzerland is a newly formed Swiss company and is currently wholly-owned by Bunge-Bermuda. Bunge-Switzerland has not engaged in any business or other activities other than in connection with its formation and the Redomestication. As a result of the Redomestication, Bunge-Switzerland will become the ultimate parent company of the Bunge Group, including Bunge-Bermuda.
The registered office and principal executive office of Bunge-Switzerland are located at Route de Florissant 13, c/o Bunge SA, 1206 Geneva, Switzerland. The telephone number of Bunge-Switzerland is +41 22 592 91 00.
Bunge-MergerCo:   Bunge-MergerCo is a Bermuda exempted company newly formed for the purpose of merging with Bunge-Bermuda in the Redomestication, with Bunge-Bermuda as the surviving company. Bunge-MergerCo is a direct, wholly-owned subsidiary of Bunge-Switzerland. Bunge-MergerCo has not engaged in any business or other activities other than in connection with its formation and the Redomestication.
The registered office of Bunge-MergerCo is located at 2 Church Street, Hamilton, HM 11, Bermuda.
The Redomestication (see page 46)
The Redomestication will effectively change our place of incorporation and residence from Bermuda to Switzerland.
The Redomestication involves several steps. First, we have formed Bunge-Switzerland as a direct, wholly-owned Swiss subsidiary of Bunge-Bermuda. Bunge-Switzerland, in turn, has formed Bunge-MergerCo, a new Bermuda subsidiary. Following the Extraordinary General Meeting to be held on [•], 2023 and a hearing of the Bermuda Court scheduled for [•], 2023, Bunge-MergerCo will merge with Bunge-Bermuda by way of the Scheme of Arrangement, with Bunge-Bermuda as the surviving company. As a result of the Redomestication, Bunge-MergerCo will cease to exist, and Bunge-Bermuda will become a direct, wholly-owned subsidiary of Bunge-Switzerland. Effective for the date that is one day after the Effective Date, Bunge-Bermuda will make a U.S. tax election to be treated as disregarded as an entity separate from Bunge-Switzerland for U.S. tax purposes.
After the Redomestication, you will continue to own an interest in a parent company that will continue to conduct the business operations as conducted by Bunge-Bermuda before the Redomestication. The number of shares you will own in Bunge-Switzerland will be the same as the number of shares you owned
 
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in Bunge-Bermuda immediately prior to the Redomestication, and your relative economic interest in the Bunge Group will not be impacted by the Redomestication.
Reasons for the Redomestication (see page 46)
The decision by the Board of Directors to complete the Redomestication follows an extensive review of our business operations and emerging trends in the global regulatory environment. Switzerland was determined to be the best jurisdiction to redomesticate as it allows Bunge to better align its corporate legal structure with Bunge’s commercial operations. Switzerland is also a jurisdiction that is well suited for global companies and offers a well-developed corporate, legal and regulatory environment.
Tax Considerations of the Redomestication (see page 115)
Determining the tax consequences of the Redomestication to you may be complex and will depend on your specific situation. The Redomestication is intended to be a “reorganization” under Section 368(a) of the U.S. Code, where U.S. holders of shares of Bunge-Bermuda are generally not expected to recognize gain or loss on the exchange of such shares solely for shares of Bunge-Switzerland in the Redomestication. Under Swiss tax law, no Swiss tax is generally due for non-Swiss holders of Bunge-Bermuda shares on the ultimate receipt of Bunge-Switzerland shares in the Redomestication. If you are a Swiss holder and are a beneficial owner of Bunge-Bermuda shares, the Redomestication may result in Swiss tax consequences to you and you are therefore urged to contact your tax advisors. Other jurisdictions may tax holders on the ultimate receipt of shares in Bunge-Switzerland depending on the tax residence of the holder. We urge you to consult your tax advisor for a full understanding of the tax consequences of the Redomestication to you.
Comparison of Rights of Shareholders (see page 175)
Upon completion of the Redomestication, Bunge-Bermuda shareholders will become Bunge-Switzerland shareholders. If the Closing occurs after the Redomestication is completed, the Share Consideration payable to the Sellers will comprise approximately 65.6 million common shares of Bunge Global SA (NYSE: BG), par value $0.01 per share. In the event that the Redomestication does not occur prior to the Closing or at all, the Bunge Shares to be issued in connection with the Acquisition will continue to be governed by the Bunge-Bermuda memorandum of association and bye-laws and will be registered under Bermuda law. Most of the principal attributes of Bunge-Bermuda’s common shares and Bunge-Switzerland’s registered shares will be similar; however, there are differences between your rights under Bermuda law and Swiss law, respectively. In addition, there are differences between Bunge-Bermuda’s constituent documents and Bunge-Switzerland’s proposed constituent documents. We discuss these differences in detail under “Description of Bunge-Switzerland Shares” and “Comparison of Rights of Shareholders.” Copies of forms of Bunge-Switzerland’s proposed articles of association and organizational regulations are attached as Appendix B and Appendix C to this proxy statement, respectively.
Court Approval of the Redomestication (see page 49)
If shareholders of Bunge-Bermuda approve the Redomestication, a request will be filed with the Bermuda Court to approve the Redomestication. The Bermuda Court may impose such conditions as it deems appropriate in relation to the Redomestication but may not impose any material changes without the joint consent of Bunge-Bermuda and Bunge-Switzerland. In determining whether to exercise its discretion and approve the Redomestication, the Bermuda Court will be required to determine, among other things, whether the Scheme of Arrangement is fair to Bunge-Bermuda’s shareholders in general and might reasonably have been approved by a shareholder of Bunge-Bermuda acting in his own interests.
Accounting Treatment of the Redomestication (see page 52)
Under U.S. GAAP, the Redomestication represents a transaction between entities under common control. Assets and liabilities transferred between entities under common control are accounted for at historical cost. Accordingly, the assets and liabilities of Bunge-Switzerland will be reflected at their carrying amounts in the accounts of Bunge-Bermuda under U.S. GAAP on the Effective Date.
 
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SUMMARY OF THE ACQUISITION
This summary highlights selected information from this proxy statement. It does not contain all of the information that is important to you. To understand the Acquisition more fully, and for a more complete legal description of the Acquisition, you should read carefully the entire proxy statement, including the appendices.
The Business Combination Agreement attached as Appendix D is the legal document that outlines the Acquisition. The Forms of Shareholder Agreements attached as Appendix E and Appendix F provide Board of Directors nomination rights to Glencore and CPP Investments, respectively. The Form of Registration Rights Agreement attached as Appendix G provides certain usual and customary registration rights to Glencore, CPP Investments and BCI. The Lock-up Agreement attached as Appendix H provides that BCI will not transfer their Bunge Shares during the six month period following the Closing. We encourage you to read these documents carefully. Unless otherwise indicated, currency amounts in this proxy statement are stated in United States dollars.
Parties to the Acquisition (see page 68)
Bunge-Bermuda:   Bunge Limited is an exempted company limited by shares incorporated under the laws of Bermuda. We are registered with the Registrar of Companies in Bermuda under registration number EC20791. We trace Bunge’s history back to 1818 when we were founded as a trading company in Amsterdam, The Netherlands. We are a holding company and substantially all of our operations are conducted through our subsidiaries. Our corporate headquarters are located at 1391 Timberlake Manor Parkway, Chesterfield, Missouri, 63017, United States of America, and our telephone number is (314) 292-2000. Our registered office is located at 2 Church Street, Hamilton, HM 11, Bermuda.
Viterra:   Viterra Limited is a private company limited by shares incorporated under the laws of Jersey with registration number 119669. Viterra is a food and feed supply company with an agricultural network spanning 37 countries. Viterra has used its extensive network to become one of the largest producer-facing businesses in the industry, storing, transporting and processing grains and other natural resources to the exact specifications of its valued customers. The registered office of Viterra is located at 3rd Floor 44, Esplanade, St Helier, JE4 9WG, Jersey.
The Sellers:
Glencore:   Danelo Limited (“Glencore”) is a private company incorporated in Jersey with registration number 119668. Glencore is 100% beneficially owned by Glencore plc, one of the world’s largest global diversified natural resource companies. The registered office of Glencore is located at 26 New Street St, Helier, JE2 3RA, Jersey.
CPP Investments:   CPPIB Monroe Canada Inc. (“CPP Investments”) is a Canadian corporation with registration number 968142-6. CPP Investments is 100% beneficially owned by Canada Pension Plan Investment Board, a Canadian federal Crown corporation. The registered office of CPP Investments is located at One Queen Street East, Suite 2500, Toronto ON, M5C 2W5 Canada.
BCI:   Venus Investment Limited Partnership (“BCI”) is a limited partnership formed under the laws of the Province of Manitoba, Canada. The general partner of BCI is Venus Investment GP Inc., a Canadian corporation, which is 100% beneficially owned by British Columbia Investment Management Corporation, a British Columbia statutory corporation. The registered office of BCI is located at 2200-201 Portage Avenue, Winnipeg, Manitoba, R3B 3L3.
Ocorian:   Ocorian Limited (“Ocorian” or the “Trustee”), is a private company incorporated in Jersey with registration number 52417 and is a party to the Business Combination Agreement solely in its capacity as trustee of the Viterra Employee Benefit Trust (the “Trust”). The registered office of Ocorian is located at 26 New Street St, Helier, JE2 3RA, Jersey.
The Acquisition (see page 68)
On June 13, 2023, Bunge entered into the Business Combination Agreement with Viterra and Glencore, CPP Investments, BCI, Ocorian and the Trust (collectively, the “Sellers”). Pursuant to the Business
 
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Combination Agreement, Bunge has committed to acquire all of the issued and outstanding shares of Viterra in exchange for (i) the Share Consideration, (ii) the Cash Consideration and (iii) paydown of approximately $6.6 billion of Viterra’s debt prior to closing. For a description of the Business Combination Agreement, see the section entitled “Business Combination Agreement” beginning on page 96 of this proxy statement.
The terms of the Business Combination Agreement provide for the acquisition of Viterra and all of its subsidiaries by Bunge. Subject to the terms and conditions of the Business Combination Agreement, Bunge will acquire Viterra and all of its subsidiaries through the direct Acquisition and contribution by the Sellers of 100% of the shares of Viterra.
Reasons for the Acquisition (see page 74)
After careful consideration, the Board of Directors unanimously:

determined that the Business Combination Agreement and the Acquisition, including the issuance of Bunge Shares in connection with the Acquisition, are fair to, and in the best interests of, Bunge and Bunge’s shareholders;

approved and declared advisable the Business Combination Agreement and the Acquisition, including the issuance of Bunge Shares in connection with the Acquisition, on the terms and subject to the conditions set forth in the Business Combination Agreement;

directed that the issuance of Bunge Shares in connection with the Acquisition be submitted to Bunge’s shareholders for their approval; and

resolved to recommend that shareholders of Bunge approve the issuance of Bunge Shares in connection with the Acquisition on the terms and subject to the conditions set forth in the Business Combination Agreement.
Accordingly, the Board recommends that Bunge shareholders vote “FOR” the proposal to approve the Acquisition pursuant to the Business Combination Agreement.
For a discussion of the material factors considered by the Board of Directors in reaching its conclusions, see the section entitled “The Acquisition — Reasons for Recommending the Acquisition” beginning on page 74.
Consequences if the Acquisition is Not Completed (see page 91)
If the Acquisition proposal is not approved by Bunge’s shareholders or if the Acquisition is not completed for any other reason, the Business Combination Agreement will be null and void, and there will not be any liability or obligation on the part of Bunge or Viterra, except that:

no termination will relieve any party from liability for any willful breach or fraud;

no termination will affect the obligations of the parties contained in the confidentiality agreement, dated October 11, 2022 (the “Confidentiality Agreement”), between Bunge and Viterra and the mutual clean team agreement, dated February 19, 2023 (the “Clean Team Agreement”), between Bunge and Viterra; and

certain other provisions of the Business Combination Agreement, including provisions with respect to the allocation of fees and expenses, including, if applicable, the termination fees described below, will survive such termination.
See “The Acquisition — Consequences if the Acquisition is Not Completed” beginning on page 91 for further information.
Accounting Treatment of the Acquisition
The Acquisition will be accounted for as a business combination using the acquisition method with Bunge as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805,
 
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Business Combinations (“ASC 805”). Under this method of accounting, the total consideration as defined in ASC 805 will be allocated to Viterra’s assets acquired and liabilities assumed based upon their estimated fair values at the Acquisition date.
Shareholder Agreements (see page 113)
In connection with the Acquisition, concurrently with the Closing, we will enter into a shareholder’s agreement with each of Glencore and CPP Investments, each a Viterra shareholder and Seller (each, a “Shareholder’s Agreement” and collectively, the “Shareholder Agreements”) under the Business Combination Agreement, pursuant to which, among other things, each of Glencore and CPP Investments will have the right to designate:

two individuals for nomination to the Board of Directors so long as such Viterra shareholder continues to own at least 10% of the total outstanding of the Bunge Shares; and

one individual for nomination to the Board of Directors so long as such Viterra shareholder continues to own at least five percent but less than 10% of the Bunge Shares (such director nominated by the Viterra shareholder, a “Seller Director”).
Further, the Shareholder’s Agreements impose certain other requirements on each Viterra shareholder with respect to consideration of the composition of the Board of Directors as a whole in connection with its director designation(s) and each Seller Director shall comply with Bunge’s corporate governance guidelines and other corporate governance policies of Bunge.
In addition, for so long as each Viterra shareholder has such board nomination rights, the Board of Directors will select at least one Seller Director to serve on committees of the Board of Directors based on each Seller Directors’ expertise, experience and qualifications (as determined by the Board of Directors in good faith); provided, that each Viterra shareholder shall have representation across all committees of the Board of Directors proportional to its representation on the Board of Directors (rounded down to the nearest whole number).
Each Shareholder’s Agreement imposes certain customary lockup obligations, with certain exceptions, a customary “standstill” and certain mutually agreed voting commitments on Glencore and CPP Investments. See the section entitled “Related Agreements — Shareholder Agreements.” The forms of Shareholder’s Agreements are attached hereto as Appendix E and Appendix F.
Registration Rights Agreement (see page 113)
In connection with the Acquisition, currently with the Closing, we and the Sellers will execute a Registration Rights Agreement (the “Registration Rights Agreement”) providing certain usual and customary registration rights to the Sellers. See the section entitled “Related Agreements — Registration Rights Agreement.” The form of the Registration Rights Agreement is attached hereto as Appendix G.
BCI Lock-up Agreement (see page 114)
In connection with the Acquisition, concurrently with the Closing, Bunge and BCI will enter into a Lock-Up Agreement (the “BCI Lock-Up Agreement”) pursuant to which BCI has agreed not to, directly or indirectly, sell, transfer, assign, pledge, or otherwise dispose of, subject to certain limited exceptions, any of its Bunge Shares and any securities of any kind issued by Bunge in respect of such Bunge Shares for a six-month period beginning on the date of the Closing (the “Closing Date”). During the term of the BCI Lock-Up Agreement, Bunge is required to use its commercially reasonable efforts to ensure that the conditions to the availability of Rule 144 are satisfied, including by delivering any required instruction letters and legal opinions to its transfer agent. The form of the Lock-Up Agreement is attached hereto as Appendix H.
Opinion of BofA Securities (see page 81)
In connection with the Acquisition, BofA Securities, Inc. (“BofA Securities”), Bunge’s financial advisor, delivered to the Board of Directors a written opinion, dated June 12, 2023, as to the fairness, from a financial point of view and as of the date of the opinion, of the Consideration provided for in the
 
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Acquisition. The full text of the written opinion, dated June 12, 2023, of BofA Securities, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Appendix I to this proxy statement and is incorporated by reference herein in its entirety. BofA Securities provided its opinion to the Board of Directors (in its capacity as such) for the benefit and use of the Board of Directors in connection with and for purposes of its evaluation of the Consideration from a financial point of view. BofA Securities’ opinion does not address any other aspect of the Acquisition and no opinion or view was expressed as to the relative merits of the Acquisition in comparison to other strategies or transactions that might be available to Bunge, or in which Bunge might engage, or as to the underlying business decision of Bunge to proceed with or effect the Acquisition. BofA Securities’ opinion does not address any other aspect of the Acquisition and does not constitute a recommendation to any shareholder as to how to vote or act in connection with the Acquisition or any related matter.
Interests of Bunge’s Directors and Executive Officers in the Acquisition (see page 88)
In considering the unanimous recommendation of the Board of Directors with respect to its adoption of the Business Combination Agreement, Bunge shareholders should be aware that Bunge’s directors and executive officers have interests in the Acquisition that are different from, or in addition to, those of Bunge shareholders generally. The Board of Directors was aware of these interests and considered them, among other matters, in approving the Business Combination Agreement. These interests potentially include (1) accelerated vesting of a Bunge non-employee director’s equity awards if a director’s service terminates following the Acquisition, and (2) severance and equity acceleration benefits if an executive officer undergoes a qualifying termination of employment following the Acquisition.
For a more complete description of these interests, see the section entitled “The Acquisition — Interests of Bunge’s Directors and Executive Officers in the Acquisition.”
Regulatory Approvals (see page 93)
Each of the parties to the Business Combination Agreement has agreed, upon the terms and subject to the conditions set forth in the Business Combination Agreement, to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to fulfill all the closing conditions applicable to such party and to consummate and make effective the Acquisition and the other transactions contemplated by the Business Combination Agreement as promptly as practicable. Such obligations will not require any of the parties to take remedial actions that would result in, or would be reasonably likely to result in, the sale or disposition of assets of businesses, or the termination of or restriction on any business, of the parties or their respective subsidiaries meeting or exceeding the Remedy Threshold (as defined below).
Although we expect that all required regulatory clearances and approvals will be obtained, neither Bunge nor Viterra can assure you that these regulatory clearances and approvals will be timely obtained or obtained at all, or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the closing, including the requirement to divest assets or businesses of Bunge and/or Viterra in excess of the Remedy Threshold. The imposition of additional conditions or changes could result in the conditions to the Closing of the Acquisition not being satisfied.
For further discussion of required antitrust and regulatory clearances, please see “Regulatory Approvals Required.”
 
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Conditions to Closing (see page 96)
The Closing of the Acquisition is conditioned on the satisfaction (or waiver, by the relevant party and to the extent permitted by law) of the following:

the approval of the Acquisition by the requisite votes of Bunge shareholders at an extraordinary general meeting of the Bunge shareholders, to be convened for the purpose of seeking approval of the transaction;

any applicable waiting period (or extension thereof) under the HSR Act relating to the transaction shall have expired or been terminated;

all required clearance, authorizations and approvals pursuant to certain specified antitrust laws, foreign investments laws, regulatory and other laws, as applicable, having been obtained;

(a) no order having been issued or entered into which continues to be in effect by any court or other tribunal of competent jurisdiction, and (b) no law having been adopted, enacted, or promulgated, which remains in effect which, in the case of each of (a) and (b) above, restrains, prevents, enjoins, prohibits or makes illegal the consummation of the Acquisition, but with respect to the laws for the purposes of (b) above, laws pursuant to antitrust law, foreign investment laws or other regulatory laws of jurisdictions which have been agreed to be closing conditions;

the increase in Bunge’s share capital to effect the issuance of the Share Consideration and the related amendments to Bunge’s governing documents in connection therewith has been registered with the competent cantonal commercial register in Switzerland;

the absence of a material adverse effect with respect to each of Bunge and Viterra since June 13, 2023;

the accuracy of each of Bunge’s, Viterra’s and the Sellers’ representations and warranties, subject to specified materiality standards; and

the performance and compliance by each of Bunge, Viterra, and the Sellers in all material respects, with the covenants under the Business Combination Agreement required to be performed or complied with by it prior to the Closing.
Financing (see page 91)
Bunge Financing
In connection with the execution of the Business Combination Agreement, Bunge and Bunge Limited Finance Corp. entered into a debt commitment letter (the “Initial Debt Commitment Letter”) with Sumitomo Mitsui Banking Corporation (“SMBC”), pursuant to which SMBC committed to provide Bunge with $7.0 billion of unsecured term loans (the “Initial Debt Financing”). The Initial Debt Commitment Letter was amended and restated on June 16, 2023 and further amended and restated on July 7, 2023 (as amended and restated, the “Debt Commitment Letter”) by a consortium of lenders (the “Lenders”) to increase the Initial Debt Financing to $7.7 billion. Additionally, a $300 million delayed draw term loan from CoBank and the U.S. farm credit system was arranged (the combination of the $7.7 billion commitment and $300 million delayed draw term loan, hereby referred to as the “Debt Financing”). The availability period of the Debt Financing mirrors the Outside Date definition in the Business Combination Agreement. Bunge intends to use a portion of the Debt Financing to fund the Cash Consideration, and the remainder for repayment of certain indebtedness of Viterra, totaling approximately $6.6 billion, which is expected to be repaid at Closing and for the ongoing operations of the combined company following Closing. Bunge will make reasonable best efforts to ensure that the surviving Viterra debt, mainly consisting of outstanding public debt, is pari-passu with Bunge’s existing senior unsecured debt obligations. The Business Combination Agreement requires Bunge to use its reasonable best efforts to arrange the Debt Financing. However, Bunge’s ability to obtain the Debt Financing is not a condition to the consummation of the Acquisition. Bunge may replace or amend the Debt Commitment Letter so long as such replacement or amendment:

would not reasonably be expected adversely affect Bunge’s ability to timely consummate the Acquisition;
 
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provides an amount of financing not less than the amount of the Initial Debt Financing;

does not impose new or additional conditions or expand upon (or amend or modify in any manner adverse to the interests of Viterra) the conditions precedent set forth in the Initial Debt Commitment Letter;

would not adversely affect the ability of Bunge to enforce its rights against other parties to the Initial Debt Commitment Letter; or

would not reasonably be expected to prevent, delay, impede or impair the Closing of the Acquisition.
Bunge must keep Viterra reasonably informed on a current basis and in reasonable detail of any material developments in respect of the Debt Financing. Further, Bunge must arrange and obtain alternative financing if any of the following occurs: (i) the Debt Financing commitments expire or terminate, or (ii) all or any portion of the Debt Financing becomes unavailable. The alternative financing must be in an amount sufficient to consummate the Acquisition and shall not (i) include any conditions to such alternative financing that are more onerous than or in addition to any conditions set forth in the Initial Debt Commitment Letter, or (ii) otherwise be on terms and conditions that are materially less favorable than the terms and conditions of the Initial Debt Commitment Letter.
Bunge has agreed to indemnify, defend and hold harmless Viterra and its subsidiaries from and against any losses suffered or incurred by them in connection with the arrangement of the Debt Financing and/or any information used in connection therewith, other than to the extent such losses arise from (i) information provided by Sellers, Viterra or its subsidiaries expressly for use in connection with the Debt Financing, or (ii) the bad faith, gross negligence, fraud, willful misconduct or intentional misrepresentation of Viterra, any of its subsidiaries or its or their respective representatives or affiliates.
Viterra Cooperation
Subject to the terms of the Business Combination Agreement and customary carve-outs, Viterra has agreed to use reasonable best efforts to provide all reasonable and customary cooperation and assistance requested in connection with the arrangement, syndication and/or consummation of the Debt Financing and the transactions related thereto, including by delivering annual and quarterly financial statements of Viterra and its subsidiaries prior to Closing.
Pursuant to the Business Combination Agreement, Bunge shall consult with Viterra in good faith with respect to any plans to (i) commence a tender offer, exchange offer and/or consent solicitation or change of control offer for any Viterra’s outstanding notes, the settlement of which, in each case, will be contingent upon Closing of the Acquisition or (ii) redeem or satisfy and discharge any of Viterra’s outstanding notes. To the extent requested by Bunge, Viterra shall provide reasonable and customary assistance, at Bunge’s sole cost and expense, in connection with such process.
Credit Ratings (see page 92)
Following the announcement of the Acquisition, all three rating agencies reviewed our credit ratings and published updated credit opinions on us, reflecting their views of the credit profile of the Company both on a current standalone basis, and a pro-forma at Closing basis. Based on its review, S&P upgraded our credit rating to BBB+ and further placed us on positive outlook for an upgrade to A-. Moody’s kept our credit rating unchanged at Baa2 and placed us on a review for upgrade to Baa1. Fitch kept our credit rating unchanged at BBB and placed us on credit watch positive for an upgrade to BBB+. We expect S&P, Moody’s and Fitch to resolve their positive outlook, review for upgrade and credit watch positive status, respectively at or before Closing, based on a variety of factors including, but not limited to, our operating performance, our financial position and high certainty that the Acquisition will close.
No Solicitation by Bunge or Viterra (see page 101)
Under the terms of the Business Combination Agreement, each of Bunge, Viterra and collectively, each of Glencore, CPP Investments, and BCI (together, the “Designated Sellers”) has agreed that it will not
 
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(and will not permit any of its respective subsidiaries to, and will cause its directors, officers and employees not to, and will direct and use reasonable best efforts to cause its other representatives not to), directly or indirectly:

solicit, initiate or knowingly encourage or knowingly facilitate (including by way of furnishing information), or engage in discussions or negotiations regarding, any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer (including any inquiry, proposal or offer to its shareholders) which constitutes or would be reasonably expected to lead to a competing acquisition proposal;

enter into or participate in any negotiations regarding, or furnish to any person or entity any nonpublic information relating to it or any of its respective subsidiaries or afford access to its business, properties, assets, books or records or otherwise cooperate in any way with, or knowingly assist, participate in or knowingly facilitate or encourage any effort by, any third party that would reasonably be expected to seek to make or has made a competing acquisition proposal;

engage in discussions with any person or entity with respect to any competing acquisition proposal;

in the case of Bunge, except if the Board of Directors, determines in good faith (after consultation with outside legal and financial advisors) that such action or inaction would be inconsistent with the directors’ fiduciary duties under applicable laws, waive, terminate, modify or release any person or entity (other than the other party and its affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation;

approve or recommend, or propose publicly to approve or recommend, any competing acquisition proposal;

in the case of Bunge, withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Viterra, the recommendation by its Board of Directors to its shareholders to vote in favor of its respective proposals;

in the case of Bunge, fail to publicly reaffirm the Board of Directors recommendation within two business days of receipt by the Board of Directors of a written request from Viterra to provide such public reaffirmation following receipt by Bunge of a publicly announced competing acquisition proposal that contemplates or would require the termination of the Business Combination Agreement,

enter into any letter of intent or similar document relating to, or any agreement or commitment providing for, any competing acquisition proposal (other than as permitted in the Business Combination Agreement); or

resolve or agree to do any of the foregoing.
Nevertheless, Bunge and Viterra may inform a person or entity that has made or, to its knowledge, is considering making, a competing acquisition proposal of the non-solicitation provisions of the Business Combination Agreement.
If Bunge receives, prior to obtaining Bunge shareholder approval, a bona fide, unsolicited, written competing acquisition proposal not resulting from a material breach of the non-solicitation provisions of the Business Combination Agreement, which the Board of Directors determines in good faith after consultation with our outside legal and financial advisors (i) constitutes a superior proposal or (ii) would reasonably be expected to result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a superior proposal, then in any such event it may take the following actions: (x) furnish nonpublic information to the person or entity making such competing acquisition proposal, if, and only if, prior to so furnishing such information, it receives from such person or entity an executed confidentiality agreement with terms that are no less favorable in the aggregate to it than those contained in the confidentiality agreement between Bunge and Viterra (provided, however, that the confidentiality agreement is not required to contain standstill provisions) and (y) engage in discussions or negotiations with such person or entity with respect to such competing acquisition proposal.
 
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Termination of the Business Combination Agreement (see page 97)
The Business Combination Agreement may be terminated and the transaction abandoned (whether before or after receipt of the Bunge shareholder approval) as follows:

by mutual written consent of Bunge and the Designated Sellers;

by either Bunge or the Designated Sellers, if there has been a breach by Viterra or any Seller, on the one hand, or Bunge, on the other hand, of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement (other than the non-solicitation covenants), which breach would result in a condition to Closing not being satisfied (and such breach is not reasonably capable of being cured prior to the Outside Date (as defined below), or if curable prior to the Outside Date, has not been cured after the receipt of notice thereof within the earlier of (i) 45 calendar days or (ii) the Outside Date). However, the Business Combination Agreement may not be terminated in accordance with the foregoing sentence by any party if such party is then in material breach of any of its representations, warranties, covenants or agreements set forth in the Business Combination Agreement;

by either Bunge or the Designated Sellers, if the Closing shall not have occurred by midnight, Eastern Time, at the end of the day on June 13, 2024 (the “Initial Outside Date”), provided that in the event that at the Initial Outside Date, all of the conditions to Closing have been satisfied or waived other than the conditions pertaining to (i) the HSR Act waiting period, (ii) the required antitrust and foreign investment consents, clearances, authorizations and approvals, (iii) the required regulatory clearances, and (iv) any conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver (when permissible) of such conditions, then the Outside Date shall automatically be extended up to two times, each time for a period of three months unless the parties agree to an earlier extended outside date; provided, further, that in the event that at the expiration of such additional two three-month extension periods (or such shorter period as has been mutually agreed), all of the conditions to Closing have been satisfied or waived (other than the conditions pertaining to those set out at (i)  – (iv) above), then each of the Designated Sellers and Bunge shall have the right (but not the obligation) to further extend the Outside Date up to two additional times, each time for a period of three months (as extended, the “Extended Outside Date”);

In order to exercise its option to extend the Outside Date, Bunge must provide at least fifteen days’ notice in advance of the Outside Date, and the Designated Sellers, must provide at least thirty days’ notice in advance of the Outside Date;

The right to terminate for failure to close by the Outside Date will not be available to any party if such party is in breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement, which breach has been the primary cause of, or resulted in, the Closing not occurring on or prior to the Initial Outside Date or the Extended Outside Date, as applicable;

Further, the right to terminate the Business Combination Agreement for failure to close by the Outside Date will not be available to the Designated Sellers if all remedial actions required to satisfy the conditions relating to required clearances, authorizations and approvals pursuant to antitrust laws, foreign investments laws, and other laws, as applicable, have been agreed to and are in the process of being effectuated;

by either Bunge or the Designated Sellers, if a governmental entity of competent jurisdiction has issued a final, non-appealable order or there is a law in effect, in either case, permanently restraining, enjoining or otherwise prohibiting the consummation of the Acquisition (other than the specified laws and orders);

However, the Business Combination Agreement may not be terminated in accordance with the foregoing sentence by any party if such party’s breach of any provision of the Business Combination Agreement is the primary cause of such order or law;

by either Bunge or the Designated Sellers, if the Bunge shareholder approval has not been obtained at the Bunge shareholder meeting or at any adjournment or postponement thereof, in each case at which a vote on such approval was taken;
 
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by the Designated Sellers, prior to receipt of the Bunge shareholder approval, if the Board of Directors effects a Bunge change of recommendation (see the section entitled “— Change of Recommendation” beginning on page 102 of this proxy statement), or Bunge is in material breach of its covenant not to solicit alternative transactions in the Business Combination Agreement.
Termination Fees (see page 98)
The Business Combination Agreement provides that Bunge will pay Viterra or the Sellers, as applicable, a termination fee of $400 million upon a valid termination of the Business Combination Agreement in the following circumstances:

A termination of the Business Combination Agreement at or after the Outside Date, but only in the event that all of the conditions have been satisfied or waived other than conditions related to the receipt of antitrust, foreign investment and regulatory approvals that are conditions to closing, and Viterra and the Sellers are each not then in breach of any provision of the Business Combination Agreement where such breach is the primary cause of the failure of such conditions to be satisfied;

A termination of the Business Combination Agreement by the Designated Sellers upon a change of recommendation by Bunge (see the section entitled “— Change of Recommendation” beginning on page 102 of this proxy statement);
A termination of the Business Combination Agreement for failure to close prior to the Outside Date, or if the Bunge shareholder approval has not been obtained, if both:
(1)
there is a publicly disclosed bona fide competing acquisition proposal after the date of the Business Combination Agreement that has not been publicly withdrawn prior to the termination of the Business Combination Agreement; and
(2)
within twelve months following termination of the Business Combination Agreement, Bunge shall have entered into a definitive agreement with respect to a competing acquisition proposal.
 
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SUMMARY OF THE EXTRAORDINARY GENERAL MEETING AND
THE TRANSACTIONS
This summary highlights selected information from this proxy statement. It does not contain all of the information that is important to you. To understand the Redomestication and the Acquisition (collectively, the ‘‘Transactions’’) more fully, and for a more complete legal description of the Transactions, you should read carefully the entire proxy statement, including the appendices.
Extraordinary General Meeting (see page 1)
Time, Place, Date and Purpose:   The Extraordinary General Meeting will be a virtual meeting of shareholders which will be held on [•], 2023, at 9:30 a.m., Central Time. At the Extraordinary General Meeting, the Board of Directors will ask the shareholders to vote to approve:

the Redomestication, which will be effected by the Scheme of Arrangement, in connection with the Agreement and Plan of Merger, pursuant to which Bunge-Bermuda would merge with Bunge-MergerCo, with Bunge-Bermuda as the surviving company, and each holder of Bunge-Bermuda common shares will receive Bunge-Switzerland shares on a one-for-one basis;

the Acquisition contemplated by the Business Combination Agreement, including the issuance of approximately 65.6 million Bunge Shares to the Sellers;

a motion to adjourn the meeting to a later date to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Redomestication or the Acquisition; and

any other matters that properly come before the meeting and any adjournments or postponements of the meeting.
Record Date:   Only holders of record of Bunge-Bermuda common shares on [•], 2023, are entitled to notice of and to vote at the meeting or any adjournment or postponement of the meeting.
Quorum:   The presence at the start of the Extraordinary General Meeting of at least two persons representing, in person or by proxy, more than one-half of Bunge-Bermuda outstanding common shares will constitute a quorum for the transaction of business at the meeting. Abstentions and “broker non-votes” will be counted toward the presence of a quorum, but will not be considered votes cast on any of the proposals brought before the Extraordinary General Meeting.
Recommendation of the Board of Directors on the Transactions (see page 43, page 44 and page 45)
The Board of Directors unanimously recommends that Bunge-Bermuda’s shareholders vote “FOR”: (i) the Redomestication proposal, (ii) the Acquisition proposal and (iii) the adjournment proposal. Each of the proposals are independent of each other and not conditioned on the approval of any of the other proposals. Accordingly, neither the Redomestication nor the Acquisition is dependent on the approval of the other and each may be implemented regardless of whether the other proposal is approved.
Required Vote for the Transactions (see page 43 and page 44)
Proposal 1 — Redomestication:   The affirmative vote of a majority in number and at least 75% in value of shares present in person or by proxy at the meeting and entitled to vote is required to approve the Redomestication.
Proposal 2 — Acquisition:   The affirmative vote of a majority of shares present in person or by proxy at the meeting and entitled to vote is required to approve the Acquisition.
Proposal 3 — Adjournment:   The affirmative vote of a majority of shares present in person or by proxy at the meeting and entitled to vote is required to approve the adjournment of the meeting to a later date to solicit additional proxies if there are insufficient votes at the time of the Extraordinary General Meeting to approve the Redomestication or the Acquisition.
Pursuant to Bermuda law, (i) common shares which are represented by “broker non-votes” ​(i.e., common shares held by brokers which are represented at the Extraordinary General Meeting but with
 
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respect to which the broker is not empowered to vote on a particular proposal) and (ii) common shares represented at the Extraordinary General Meeting which abstain from voting on any matter, are not included in the determination of the common shares voting on such matter, but are counted for quorum purposes.
Under the rules of the NYSE, if you do not submit specific voting instructions to your broker, your broker will not have the ability to vote your Bunge Shares in connection with Proposals 1, 2 and 3. Accordingly, if your Bunge Shares are held in street name and you do not submit voting instructions to your broker, your Bunge Shares will be treated as broker non-votes for these proposals.
Proxies for Voting at the Extraordinary General Meeting (see page 5)
General:   If you sign and return your proxy card or voting instruction form for the Extraordinary General Meeting but do not indicate instructions for voting, your Bunge-Bermuda common shares will be voted “FOR” each of Proposals 1, 2 and 3. With respect to any other matter which may properly come before the Extraordinary General Meeting, your Bunge-Bermuda common shares will be voted at the discretion of the proxy holders.
You may change or revoke your proxy at any time before it is exercised in one of four ways:
1.
Notify our Corporate Secretary in writing at the address provided below before the meeting that you are revoking your proxy;
2.
Use the telephone or the internet to change your proxy for the meeting;
3.
Submit another proxy card (or voting instruction form if you hold your Bunge-Bermuda common shares in street name) with a later date for the meeting; or
4.
If you are a holder of record, or a beneficial holder with a proxy from the holder of record, by accessing and voting at the Extraordinary General Meeting.
You may not revoke a proxy simply by accessing the Extraordinary General Meeting. To revoke a proxy, you must take one of the actions described above. Any written notice of revocation must be sent to the attention of our Corporate Secretary at 1391 Timberlake Manor Parkway, Chesterfield, Missouri 63017, U.S.A.
Stock Exchange Listing (see page 66)
Immediately following the Redomestication, the shares of Bunge-Switzerland will be listed on the NYSE under the symbol “BG,” the same symbol under which the Bunge-Bermuda common shares are currently listed.
It is a condition to the Acquisition that the Bunge Shares to be issued to Viterra shareholders and the Share Issuance be approved for listing on the NYSE, subject to official notice of issuance.
Market Price and Dividend Information (see page 201)
On December 7, 2022, the last trading day before the public announcement of the Redomestication, the closing price of the Bunge-Bermuda common shares on the NYSE was $95.51 per share. On June 12, 2023, the last trading day before the public announcement of the Acquisition, the closing price of the Bunge-Bermuda common shares on the NYSE was $93.79 per share. On July 20, 2023, the most recent practicable date before the date of this proxy statement, the closing price of the Bunge-Bermuda common shares on the NYSE was $105.59 per share.
No Appraisal Rights (see page 51)
Under Bermuda law, the shareholders of Bunge-Bermuda do not have any right to an appraisal of the value of their shares or payment for them in connection with the Redomestication and the Acquisition.
Financial Statements (see page 123)
Pro forma financial statements for Bunge-Switzerland are not presented in this proxy statement in connection with the Redomestication because no significant pro forma adjustments are required to be made
 
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to the historical consolidated statement of operations of Bunge-Bermuda for the year ended December 31, 2022 and the quarter ended March 31, 2023 with respect to the Redomestication. Those financial statements are included in Bunge-Bermuda’s Annual Report on Form 10-K for the year ended December 31, 2022 and Bunge-Bermuda’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.
Pro forma financial statements for Bunge in connection with the Acquisition are presented in this proxy statement. For more information regarding the pro forma financial statements for Bunge in connection with the Acquisition, see “Bunge Unaudited Pro Forma Condensed Combined Financial Statements.”
Certain Beneficial Owners of Bunge Shares (see page 199)
At the close of business on July 20, 2023, the latest practicable date prior to the date of this proxy statement, Bunge directors and executive officers and their affiliates, as a group, owned and were entitled to vote approximately 0.6% of the shares of Bunge Shares outstanding on such date. Although none of them has entered into any agreement obligating them to do so, Bunge currently expects that all Bunge directors and executive officers will vote their shares “FOR” the Redomestication proposal, “FOR” the Acquisition proposal and “FOR” the Adjournment proposal. For more information regarding the security ownership of Bunge directors and executive officers, see “Certain Beneficial Owners of Bunge Shares.”
Directors and Management of Bunge Following the Redomestication and Acquisition (see page 51 and page 88)
When the Redomestication is completed, the directors of Bunge-Bermuda immediately prior to the completion of the Redomestication are expected to be the directors of Bunge-Switzerland. Bunge-Switzerland’s articles of association allow for up to 16 directors. To effectuate this, Bunge-Bermuda will, prior to the effectiveness of the Redomestication, elect the then serving directors of Bunge-Bermuda in its capacity as the then sole shareholder of Bunge-Switzerland. Bunge-Bermuda’s then serving directors will therefore effectively carry their term over to Bunge-Switzerland’s Board of Directors,
Pursuant to the Business Combination Agreement and the Shareholder Agreements, at the effective time, the Board of Directors will be composed of twelve (12) members, four (4) of whom will be nominated by Glencore and CPP Investments in accordance with the Shareholder Agreements. To effectuate the election of the directors nominated by Glencore and CPP Investments, Bunge-Switzerland’s articles of association allow for the election of up to 16 directors, and Bunge-Bermuda, in its capacity as the then sole shareholder of Bunge-Switzerland, will, prior to the effectiveness of the Redomestication, elect the two directors nominated by Glencore, effective upon, and subject to, the completion of the Acquisition. If the Acquisition has not been completed by the date of Bunge-Switzerland’s 2024 annual general meeting, expected to be held in May 2024, then Bunge-Switzerland’s Board of Directors will propose to Bunge-Switzerland’s shareholders at the 2024 annual general meeting that Glencore’s two directors’ nominees, together with CPP Investments’ two directors’ nominees, be (re-)elected as Bunge-Switzerland Board members, effective upon, and subject to, the completion of the Acquisition.
Upon the Closing, the Chief Executive Officer of Bunge immediately prior to the Closing shall continue to be the Chief Executive Officer of Bunge, and the Chief Executive Officer of Viterra immediately prior to the Closing shall be the Co-Chief Operating Officer of Agribusiness of Bunge.
Risk Factors (see page 29)
In evaluating the Redomestication and the Acquisition, you should carefully read this proxy statement and give special consideration to the factors discussed under “Risk Factors.”
Additional Information
You can find more information about Bunge in the periodic reports and other information Bunge files with the SEC. The information is available at the SEC’s public reference facilities and at the website maintained by the SEC at www.sec.gov.
 
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RISK FACTORS
In deciding whether to vote for the Redomestication, the Acquisition and the adjournment proposal, you are urged to carefully consider all of the information included or incorporated by reference in this proxy statement, which are listed in the section entitled “Where You Can Find More Information.”
In respect to the Acquisition, you should also read and consider the risks associated with each of the businesses of Bunge and Viterra because these risks could also affect the combined company. The risks associated with the business of Bunge can be found in the Bunge Annual Report on Form 10-K for the year ended December 31, 2022 under the heading “Risk Factors,” and as such risks may be updated or supplemented in Bunge’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, such risk factors which are incorporated by reference into this proxy statement. Risks associated with the business of Viterra can be found below in the section entitled “Risks relating to Viterra.” In addition, you are urged to carefully consider the following material risks relating to the Acquisition and the business of the combined company.
Risks relating to the Redomestication
Before you decide how to vote on the Redomestication, you should carefully consider the following risk factors, in addition to the other information contained in this proxy statement and the documents incorporated by reference, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent filings with the SEC.
Your rights as a shareholder will change as a result of the Redomestication.
Because of differences between Swiss law and Bermuda law, your rights as a shareholder will change if the Redomestication is completed. For a description of these differences, see “Comparison of Rights of Shareholders.”
As a result of increased shareholder approval requirements, Bunge-Switzerland will have less flexibility than Bunge-Bermuda with respect to certain aspects of capital management.
Under Bunge-Bermuda’s bye-laws, Bunge-Bermuda’s Board of Directors may issue, without shareholder approval, any common shares authorized in Bunge-Bermuda’s memorandum of association that are not issued or reserved. Bermuda law and Bunge-Bermuda’s bye-laws also provide substantial flexibility in establishing the terms of preferred shares. In addition, Bunge-Bermuda’s Board of Directors has the right, subject to statutory limitations, to declare and pay dividends on Bunge-Bermuda’s common shares without a shareholder vote. Swiss law allows Bunge-Switzerland’s shareholders to authorize share capital that can be issued by the Board of Directors without shareholder approval, but this authorization is limited to (i) 50% of Bunge-Switzerland’s stated share capital (e.g., the issuance of shares in connection with an acquisition) and (ii) an additional 50% of Bunge-Switzerland’s stated share capital for the issuance of shares in connection with convertible or similar financial instruments and our equity incentive plans. The authority to the Board of Directors to issue shares for such purposes must be renewed by the shareholders every five years. Additionally, Swiss law grants existing shareholders preemptive rights to subscribe for newly issued shares and advance subscription rights to subscribe for convertible and similar financial instruments. Preemptive rights and advance subscription rights may be limited or withdrawn only for valid reasons. Swiss law also does not provide as much flexibility in the various terms that can attach to different classes of shares. Swiss law also reserves for approval by shareholders many corporate actions over which the Board of Directors currently has authority. For example, dividends must be approved by shareholders. While we do not believe that the differences between Bermuda law and Swiss law relating to our capital management will have an adverse effect on us, we cannot assure you that situations will not arise where such flexibility would have provided substantial benefits to our shareholders.
The Redomestication may not qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the U.S. Code.
The Redomestication is expected to be treated as a mere change in place of organization under Section 368(a)(1)(F) of the U.S. Code, but the steps necessary to undertake the Redomestication under U.S.,
 
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Swiss, and Bermuda law are complicated, and the IRS may not agree with this characterization. If the Redomestication does not qualify as a reorganization under Section 368(a)(1)(F) of the U.S. Code, it should qualify as a reorganization under Section 368(a)(1)(D) of the U.S. Code with the same tax treatment applying for both the U.S. shareholders of Bunge and Bunge.
Bunge-Switzerland may not be able to make distributions or repurchase shares without subjecting you to Swiss withholding tax.
Under current Swiss law, distributions made out of qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration or made in the form of a par value reduction are not subject to Swiss withholding tax. However, there can be no assurances that the Swiss withholding rules will not be changed in the future or that shareholders will approve a distribution out of qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration or a reduction in par value for distributions. Further, over the long term, the amount of par value and qualifying contribution reserves available for Bunge-Switzerland may be limited. If Bunge-Switzerland is unable to make a distribution out of qualifying capital contribution reserves or through a reduction in par value, then any dividends paid by Bunge-Switzerland will generally be subject to a Swiss withholding tax at a rate of 35%. The withholding tax must be withheld from the gross distribution and paid to the Swiss Federal Tax Administration. Dividends, if any, paid on Bunge-Bermuda’s shares are not currently subject to withholding tax in Bermuda. A U.S. holder that qualifies for benefits under the Convention between the United States of America and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income, which we refer to as the “U.S.-Swiss Treaty,” may apply for a refund of the tax withheld in excess of the 15% treaty rate (or for a full refund in case of qualified pension funds). Switzerland currently has concluded more than 70 tax treaties with the same treatment regarding the refund of Swiss withholding taxes.
Under current Swiss law, repurchases of shares for the purposes of capital reduction are treated as a partial liquidation subject to 35% Swiss withholding tax on the difference between the par value plus qualifying capital contributions reserves and the repurchase price. Over the long term, the amount of par value and qualifying contribution reserves available for Bunge-Switzerland may be limited. Bunge-Switzerland may follow a share repurchase process for future share repurchases, if any, whereby Swiss institutional investors purchase Bunge-Switzerland shares from you and then sell the shares to Bunge-Switzerland and apply for a refund of the Swiss withholding tax. However, if Bunge-Switzerland is unable to use this process successfully, Bunge-Switzerland may not be able to repurchase shares for the purposes of capital reduction without subjecting you to Swiss withholding taxes. Please see “Certain Tax Considerations of the Redomestication —  Swiss Tax Considerations — Consequences to Shareholders of Bunge-Switzerland Subsequent to the Redomestication — Repurchases of Shares.”
The Redomestication may result in taxes in certain jurisdictions on the indirect transfer of shares or property of Bunge.
We generally expect to be exempt from most indirect transfer, transaction, and gains taxes on shares and property held directly or indirectly by Bunge that could apply to the Redomestication; however, the calculation of such liabilities involves judgment in the interpretation of complex tax law and regulations in many jurisdictions. Therefore, any dispute with a taxing authority may result in a payment or outcome that differs from our current expectations. In jurisdictions where we expect to be subject to indirect transfer, transaction, and gains taxes as a result of the Redomestication, we expect the amounts to be immaterial based on current estimates. However, these taxes are generally based on the fair market value of underlying shares and property which is subject to interpretation. Accordingly, amounts actually owed could exceed current estimates.
The Redomestication will result in additional costs to us, some of which will be incurred regardless of whether the Redomestication is completed.
The completion of the Redomestication will result in an increase in some of our ongoing expenses and require us to incur some new expenses in connection with the Redomestication regardless of whether the Redomestication is completed.
 
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If the Redomestication is not completed by January 1, 2024, the Bunge Group may face increased uncertainty regarding the overall effect of Pillar Two on its effective tax rate, including the possibility of double taxation of some income.
In 2021, the OECD released an outline that describes the conceptual agreement among 138 countries on fundamental reforms to international tax rules. Pillar Two, which provides for a global minimum corporate tax rate of 15%, could have a negative impact on Bunge. The OECD outline suggests that these reforms be implemented by 2023, but it is contingent upon the independent actions of participating countries to enact law changes. In 2021, the OECD released the Model Rules as approved by the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting. Additional technical guidance on the Model Rules continues to be published by the OECD. The Model Rules define the scope and key mechanics for the Pillar Two system of global minimum tax rules, which includes the Income Inclusion Rule (IIR) and the Under Taxed Payments Rule (UTPR), referred collectively as the “GloBE” rules. Local tax enactment is expected in many countries in 2023 for the IIR global minimum tax rules with an effective date of January 1, 2024, while local tax enactment is expected in many countries in 2024 for the UTPR rules with an effective date of January 1, 2025 If enacted into law, in whole or in part, this proposed change to international tax rules could have a negative impact to Bunge’s effective tax rate. Because Switzerland has taken preliminary steps to enact the global minimum tax contained in the Model Rules with effect from January 1, 2024, we expect Switzerland to be substantially compliant with the Model Rules on January 1, 2024. If our shareholders do not approve the Redomestication or if we are otherwise unable to complete the Redomestication prior to January 1, 2024, and Bermuda has not enacted the Model Rules legislation by January 1, 2024, the Bunge Group may face increased uncertainty regarding the overall effect of the Model Rules on its effective tax rate, including the possibility of double taxation of some income.
Risks relating to the Acquisition
Bunge’s shareholders will have reduced ownership and voting interest in and will exercise less influence over management of the combined company.
Bunge’s shareholders currently have the right to vote in the election of the Board of Directors and on other matters affecting Bunge. Upon consummation of the Acquisition, each shareholder of Bunge will become a shareholder of the combined company with a percentage ownership of the combined company that is smaller than such shareholder’s percentage ownership of Bunge immediately prior to the Acquisition. As of the date of this proxy statement, based on the number of Bunge Shares that are outstanding as of July 20, 2023, Bunge estimates that Bunge’s shareholders as of immediately prior to the completion of the Acquisition will hold, in the aggregate, approximately 70% of the issued and outstanding common shares of the combined company immediately following the completion of the Acquisition. Sellers as of immediately prior to the completion of the Acquisition will hold, in the aggregate, approximately 30% of the issued and outstanding common shares of the combined company immediately following the completion of the Acquisition. Accordingly, Bunge’s shareholders will have less influence on the management and policies of the combined company than they now have on the management and policies of Bunge.
Bunge and Viterra’s business relationships may be subject to disruption due to uncertainty associated with the Acquisition.
Parties with which Bunge or Viterra do business may experience uncertainty associated with the Acquisition, including with respect to current or future business relationships with us, Viterra or the combined business. Bunge and Viterra’s business relationships may be subject to disruption as clients, vendors and others may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than Bunge, Viterra or the combined business. These disruptions could have a material and adverse effect on the businesses, financial condition, results of operations or prospects of the combined business, including a material and adverse effect on our ability to realize the anticipated benefits of the Acquisition. The risk and adverse effect of such disruptions could be exacerbated by a delay in completion of the Acquisition or termination of the Business Combination Agreement.
 
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Until the completion of the Acquisition or the termination of the Business Combination Agreement in accordance with its terms, Bunge and Viterra are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to Bunge, Viterra and/or their respective shareholders.
From and after the date of the Business Combination Agreement and prior to completion of the Acquisition, the Business Combination Agreement restricts Bunge and Viterra from taking specified actions without the consent of the other party and requires that the business of each company and its respective subsidiaries be conducted in the ordinary course in all material respects. These restrictions may prevent Bunge or Viterra, as applicable, from taking actions during the pendency of the Acquisition that would have been beneficial. Adverse effects arising from these restrictions during the pendency of the Acquisition could be exacerbated by any delays in consummation of the Acquisition or termination of the Business Combination Agreement. See “The Business Combination Agreement — Conduct of Business Pending the Acquisition’s Completion.”
Third Parties May Terminate or Alter Existing Contracts or Relationships with Viterra or Bunge.
Each of Viterra and Bunge has contracts with customers, suppliers, vendors, distributors, landlords, licensors, joint venture partners, and other business partners which may require Viterra or Bunge, as applicable, to obtain consent from these other parties in connection with the Acquisition. If these consents cannot be obtained, the counterparties to these contracts and other third parties with which Viterra and/or Bunge currently have relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with either or both parties in anticipation of the Acquisition, or with the combined company following the Acquisition. The pursuit of such rights may result in Viterra, Bunge or the combined company suffering a loss of potential future revenue or incurring liabilities in connection with a breach of such agreements and losing rights that are material to its business. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the Acquisition. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the Acquisition or the termination of the Business Combination Agreement.
Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the Acquisition.
The Acquisition is subject to a number of conditions to closing as specified in the Business Combination Agreement, including, (i) the approval of the Acquisition by Bunge’s shareholders, (ii) any applicable waiting period (or extension thereof) under the HSR Act relating to the transaction shall have expired or been terminated, (iii) all required clearance, authorizations and approvals pursuant to antitrust laws, foreign investments laws, and other laws, as applicable, having been obtained, (iv) all required regulatory clearances, authorizations and approvals having been obtained, (v) no law, order, injunction or decree will be in effect that prevents, makes illegal or prohibits the Acquisition, and (vi) the increase in Bunge’s share capital to effect the issuance of the Share Consideration and the related amendments to Bunge’s governing documents in connection therewith has been registered with the competent cantonal commercial register in Switzerland. No assurance can be given that the required shareholder consents and approvals will be obtained or that the required conditions to closing will be satisfied, and, if all required consents and approvals are obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of the consents and approvals. Any delay in completing the Acquisition could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that Bunge expects to achieve if the Acquisition is successfully completed within its expected time frame. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Acquisition, see the section entitled “The Business Combination Agreement — Conditions to the Closing.”
Completion of the Acquisition requires certain governmental authorizations, and if such authorizations are not granted, the Acquisition cannot be completed.
Completion of the Acquisition is conditioned upon the expiration or early termination of the waiting period relating to the Acquisition under the HSR Act and other similar antitrust laws in certain other countries as well as certain other applicable laws or regulations and the governmental authorizations required to complete the Acquisition having been obtained and being in full force and effect. Although Bunge and Viterra have agreed in the Business Combination Agreement to use their reasonable best efforts, subject to
 
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certain limitations, to make certain governmental filings or obtain the required governmental authorizations, as the case may be, there can be no assurance that the relevant waiting periods will expire or authorizations will be obtained, and if such authorizations are not obtained, the Acquisition will not be completed.
The Business combination Agreement may be terminated in accordance with its terms.
Either Bunge or Viterra may terminate the Business Combination Agreement under certain circumstances, including, among other reasons, if the Acquisitions are not consummated by the Initial Outside Date. However, the Initial Outside Date will automatically be extended up to two times, each for a period of three months (the Initial Outside Date and any extensions, as applicable, the “Outside Date”), due to failure to obtain Required Regulatory Clearances (as defined in the Business Combination Agreement) (the “Initial Extension Period”). Each of the Sellers, acting collectively, on the one hand, and Bunge, on the other hand, may further extend the Outside Date up to two additional times, each for a period of three months, due to failure to obtain Required Regulatory Clearances. If the Business Combination Agreement is terminated in connection with certain circumstances relating to the failure to obtain certain antitrust and competition clearances that are conditions to Closing, Bunge would be obligated to pay to Viterra a fee of $400 million in the aggregate.
See the section entitled “The Business Combination Agreement — Termination Fees” for a more complete discussion of the circumstances under which the Business Combination Agreement could be terminated and when a termination fee may be payable by Bunge or Viterra.
Bunge may waive one or more of the closing conditions without re-soliciting shareholder approval.
Bunge may determine to waive, in whole or part, to the extent permissible under applicable law, one or more of the conditions of its obligations to consummate the Acquisition. Bunge currently expects to evaluate the materiality of any waiver and its effect on Bunge’s shareholders in light of the facts and circumstances at the time to determine whether any amendment of this proxy statement or any re-solicitation of proxies or voting cards is required in light of such waiver. Any determination whether to waive any condition to the Acquisition or as to re-soliciting shareholder approval or amending this proxy statement as a result of a waiver will be made by Bunge at the time of such waiver based on the facts and circumstances as they exist at that time.
Failure to complete the Acquisition could negatively impact the stock price and the future business and financial results of Bunge.
If the Acquisition is not completed for any reason, including Bunge’s shareholders’ failing to approve the issuance of the Bunge Shares in connection with the Acquisition, the ongoing business of Bunge may be adversely affected and, without realizing any of the benefits of having completed the Acquisition, Bunge could be subject to a number of risks, including the following:

We may experience negative reactions from the financial markets, including negative impacts on our stock price, and from our clients, staff and vendors;

We may be required to pay Viterra or the Sellers, as applicable, a fee of up to approximately $400 million if the Acquisition is not consummated;

We will be required to pay certain transaction expenses and other costs relating to the Acquisition, whether or not the Acquisition is completed;

The Business Combination Agreement places certain restrictions on the conduct of our business prior to completion of the Acquisition; and

Matters relating to the Acquisition (including integration planning) will require substantial commitments of time and resources by our management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company.
There can be no assurance that the risks described above will not materialize. If any of those risks materialize, they may materially and adversely affect Bunge’s businesses, financial condition, financial results and stock price.
 
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Bunge and Viterra may have difficulty attracting, motivating and retaining executives and other key staff in light of the Acquisition.
Uncertainty about the effect of the Acquisition on Bunge and Viterra staff, may have an adverse effect on each of Bunge and Viterra separately and consequently the combined business. This uncertainty may impair Bunge’s and Viterra’s ability to attract, retain and motivate key personnel until the Acquisition is completed. Staff retention may be particularly challenging during the pendency of the Acquisition, as staff of Bunge and Viterra may experience uncertainty about their future roles with the combined business. Furthermore, if key staff of Bunge or Viterra depart or are at risk of departing, including because of issues relating to the uncertainty and difficulty of integration, financial security or a desire not to become staff members of the combined business, we may have to incur significant costs in retaining such individuals or in identifying, hiring and retaining replacements for departing staff, and our ability to realize the anticipated benefits of the Acquisition may be adversely affected.
Shareholder lawsuits relating to the Acquisition may be filed against us, which could result in substantial costs and may delay or prevent the Acquisition from being completed.
Shareholder lawsuits are often brought against companies that have entered into transactions of this nature. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Acquisition, then that injunction may delay or prevent the Acquisition from being completed.
The proposed acquisition of Viterra and the incurrence of debt to fund the proposed acquisition of Viterra may impact our financial position and subject us to additional financial and operating restrictions.
As of June 30, 2023, we had approximately $4.95 billion of total debt. We expect to incur a substantial amount of additional debt in connection with the proposed acquisition of Viterra. We expect that upon completion of the proposed acquisition of Viterra and the related financing transactions, our total debt will increase to approximately $17 billion. In addition, we expect to have capacity to incur significant additional debt to fund our working capital needs and for other corporate purposes. Bunge has secured a total of $8.0 billion in acquisition debt financing in the form of a $7.7 billion financing commitment from a consortium of lenders, arranged by Sumitomo Mitsui Banking Corporation and a $300 million 5-year delayed draw term loan from CoBank and the U.S. farm credit system. The commitment is in form of a three tranche term loan maturing 364-day, 2-years and 3-years from the Closing of the Acquisition. We expect to obtain long-term unsecured debt financing in lieu of all or a portion of the commitments provided under the $7.7 billion financing commitment from a consortium of lenders. However, there can be no assurance we will be able to obtain such permanent debt financing or that it will be on acceptable terms, in which case, Bunge’s debt portfolio may have a shorter maturity profile thus increasing its liquidity and refinancing risk. Further, Viterra’s existing notes totaling approximately $3.3 billion are expected to survive Closing and we plan to take the required actions in order to have such notes be pari-passu with existing senior unsecured indebtedness of Bunge.
Interest rates may rise to levels that are significantly higher than where they are today, thereby increasing our overall cost of capital. In addition, we anticipate that as a result of the debt we expect to incur to finance the proposed acquisition, our credit and the long-term debt financing will be rated by credit rating agencies. While as part of their ratings review and subsequent credit opinions related to this transaction, S&P, Moody’s and Fitch have placed us on positive outlook, review for upgrade and credit watch positive, respectively for a one notch upgrade to A-, Baa1 and BBB+, respectively, there is no assurance that these upgrades to the credit ratings will materialize. The rating agencies have also outlined certain scenarios under which our current credit ratings may be downgraded at or ahead of the Closing. Any potential future negative change in our credit ratings may make it more expensive for us to raise long-term financing on terms that are acceptable to us or to raise additional capital on terms that are acceptable to us, if at all, and may negatively impact the price of Bunge Shares, increase our overall cost of capital, and have other negative implications on our business, many of which are beyond our control.
 
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We have incurred and will continue to incur significant expenses in connection with the Acquisition, regardless of whether the Acquisition is completed.
We have incurred and will continue to incur significant expenses related to the Acquisition. These expenses include, but are not limited to, fees related to arranging debt financing, financial advisory and opinion fees and expenses, legal fees, accounting fees and expenses, certain employee expenses, consulting fees, filing fees, printing expenses and other related fees and expenses. Many of these expenses will be payable by us regardless of whether the Acquisition is completed.
If our due diligence investigation of Viterra was inadequate or if unexpected risks related to Viterra’s business materialize, it could have a material adverse effect on our shareholders’ investment.
Even though we conducted a customary due diligence investigation of Viterra, we cannot be sure that our diligence surfaced all material issues that may be present inside Viterra or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Viterra and its business and outside of its control will not arise later. If any such material issues arise, they may materially and adversely impact the ongoing business of the combined company and our shareholders’ investment.
There is no guarantee that the value of the aggregate consideration being issued in the Acquisition will align with the value of the Viterra Shares being acquired at Closing.
The outstanding capital stock of Viterra is privately held and is not traded in any public market. The lack of a public market makes it difficult to determine the fair market value of Viterra and the Viterra Shares that we will be acquiring in the Acquisition. Additionally, the aggregate consideration for the Viterra Shares is set forth in the Business Combination Agreement as a result of negotiations between the parties and includes, in addition to the Cash Consideration, the Share Consideration. Because these share amounts are fixed, they will not adjust to factor in any change in the value of Bunge Shares between signing and Closing. As a result, there is no guarantee that the value of the aggregate consideration being issued in the Acquisition will align with the actual value of the Viterra Shares being acquired by us at Closing.
The opinion of BofA Securities speaks only as of the date of such opinion and does not reflect changes in circumstances, developments or events that may have occurred or may occur after the date of such opinion.
The Board of Directors has not obtained an updated opinion from BofA Securities as of the date of this proxy statement and does not expect to receive an updated, revised or reaffirmed opinion prior to the completion of the Acquisition. The opinion was based on economic, market and other conditions in effect on, and the information made available to BofA Securities as of, the date of such opinion. The opinion noted that subsequent developments may affect the opinion and that BofA Securities does not have any obligation to update, revise, or reaffirm such opinion. Changes in the operations and prospects of Bunge or Viterra, general market and economic conditions and other factors that may be beyond the control of Bunge or Viterra, and on which the opinion was based, may significantly alter the value of Bunge or Viterra or the price of the shares of Bunge Shares or of the Sellers’ Shares by the time the Acquisition is completed. The opinion does not speak as of the time the Acquisition will be completed or as of any date other than the date of such opinion. Because BofA Securities will not be updating the opinion, such opinion will not address the fairness of the Consideration, from a financial point of view, at the time the Acquisition is completed. For a description of the opinion that the Board of Directors received from BofA Securities, see the section entitled “— Opinion of BofA Securities.”
The Business Combination Agreement Contains Provisions that May Discourage Other Companies From Trying to Enter into a Competing Acquisition Proposal with Either Viterra or Bunge for Greater Consideration.
The Business Combination Agreement contains provisions that may discourage a third party from submitting a business combination proposal to Viterra, Bunge or the Designated Sellers both during the pendency of the proposed combination transaction as well as afterward, should the Acquisition not be consummated, that might result in greater value to Viterra shareholders, Bunge shareholders, or the Designated Sellers as applicable, than the Acquisition. These Business Combination Agreement provisions include a general prohibition on Viterra, Bunge or the Designated Sellers from soliciting competing acquisition
 
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proposals, as further described in the section entitled “The Business Combination Agreement — No Solicitation by Bunge, Viterra or the Designated Sellers” beginning on page 101 of this proxy statement. Further, even if the Board of Directors changes its recommendation to Bunge shareholders concerning the Acquisition, Bunge must submit the Acquisition to a vote of the Bunge shareholders, as further described in the section entitled “The Business Combination Agreement — Change of Recommendation” beginning on page 102 of this proxy statement.
In addition, Bunge may be required to pay Viterra a termination fee in cash of up to $400 million under certain circumstances following the termination of the Business Combination Agreement. For further information, please see the section entitled “The Business Combination Agreement — Termination of the Business Combination Agreement — Effect of Termination.”
If the Business Combination Agreement is terminated and either Viterra or Bunge determines to seek another strategic transaction, Viterra or Bunge, as applicable, may not be able to negotiate a transaction on terms comparable to, or better than, the terms of this transaction.
Risks relating to the Combined Company
After completion of the Acquisition, we may fail to realize the anticipated benefits of the Acquisition, which could adversely affect the value of Bunge Shares.
The success of the Acquisition will depend, in part, on our ability to realize the anticipated benefits from combining the businesses of Bunge and Viterra. Our ability to realize these anticipated benefits and cost savings is subject to certain risks including:

Our ability to successfully combine the businesses of Bunge and Viterra;

Whether the combined businesses will perform as expected;

The incurrence of indebtedness to finance the acquisition and the need to dedicate a greater amount of cash flow from operations to make payments on our indebtedness; and

The assumption of known and unknown liabilities of Viterra.
If we are not able to successfully combine the businesses of Bunge and Viterra within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the Acquisition may not be realized fully or at all or may take longer to realize than expected, the combined businesses may not perform as expected, and the value of Bunge Shares may be adversely affected.
Bunge and Viterra have operated and, until completion of the Acquisition, will continue to operate independently, and there can be no assurances that our businesses can be integrated successfully. It is possible that the integration process could result in the loss of key Bunge or Viterra staff, the disruption of either or both company’s ongoing businesses, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, issues that must be addressed to realize the anticipated benefits of the Acquisition so the combined business performs as expected include, among other things:

identifying and adopting the best practices of the two organizations to position the combined business for future growth;

integrating the companies’ technologies, systems and services;

harmonizing the companies’ operating practices, reporting structure, staff development and compensation programs, internal controls and other policies, procedures and processes, including compliance by the acquired operations with generally accepted accounting principles in the United States and the documentation and testing of internal control procedures under Section 404 of the Sarbanes-Oxley Act, which includes remediating certain deficiencies in internal controls over financial reporting of Viterra identified in connection with the audit of its consolidated financial statements as of December 31, 2022 and 2021 and for each of the years ended December 31, 2022, 2021, and 2020 that constituted a material weakness and resulted in restatements as noted in Note 1 to the Viterra Financial Statements;
 
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rebranding operations and addressing possible differences in business backgrounds, corporate cultures and management philosophies;

consolidating the companies’ corporate, administrative and information technology (“IT”) infrastructure;

maintaining existing agreements with clients and avoiding delays in entering into new agreements with prospective clients; and

identifying and eliminating redundant assets and expenses and consolidating locations of Bunge and Viterra that are currently in close proximity to each other.
In addition, at times, the attention of certain members of either or both companies’ management and resources may be focused on completion of the Acquisition and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the combined company.
We will incur significant integration-related costs in connection with the Acquisition and we may not be able to obtain the anticipated synergies of the combined company.
We will incur significant integration-related fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and staff-related costs. We continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the Acquisition and the integration of Viterra into our business. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all, and we may incur difficulties and delays in integrating Viterra’s business following completion of the Acquisition or fully realizing the anticipated cost synergies and other benefits expected from the Acquisition.
The market price for common shares of the combined company following the completion of the Acquisition may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of the Bunge Shares.
Upon consummation of the Acquisition, Bunge’s shareholders and the Sellers will both hold common shares in the combined company. The results of operations of the combined company will be affected by some factors that are different from those currently or historically affecting the results of operations of Bunge and those currently or historically affecting the results of operations of Viterra. The results of operations of the combined company may also be affected by factors different from those that currently affect or have historically affected either Bunge or Viterra. For a discussion of the businesses of each of Bunge and Viterra and some important factors to consider in connection with those businesses, please see the section entitled “Parties to the Acquisition” and the documents and information included elsewhere in this proxy statement or incorporated by reference into this proxy statement and listed under the section entitled “Where You Can Find More Information.”
The market price of Bunge Shares will continue to fluctuate after the completion of the Acquisition.
Upon consummation of the Acquisition, Viterra shareholders will become holders of Bunge Shares. The market price of the common shares of the combined company will continue to fluctuate, potentially significantly, following the consummation of the Acquisition, including for the reasons described above. As a result, former Viterra shareholders could lose some or all of the value of their investment in Bunge Shares. In addition, any significant price or volume fluctuations in the stock market generally could have a material adverse effect on the market for, or liquidity of, the Bunge Shares received in connection with the Acquisition, regardless of the combined company’s actual operating performance.
The Bunge and Viterra unaudited prospective financial information is inherently subject to uncertainties, the unaudited pro forma condensed combined financial information included in this document is preliminary and the combined company’s actual financial position and results of operations after the Acquisition may differ materially from these estimates and the unaudited pro forma condensed combined financial information included in this proxy statement.
The unaudited pro forma condensed combined financial information included in this proxy statement is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary
 
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estimates and is not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the Acquisition been completed on the dates indicated. The combined company’s actual results and financial position after the Acquisition may differ materially and adversely from the unaudited pro forma condensed combined financial information included in this proxy statement. For more information, see the section entitled “Bunge Unaudited Pro Forma Condensed Combined Financial Statements.”
While presented with numeric specificity, the Bunge and Viterra unaudited prospective financial information provided in this proxy statement is based on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition and general business, economic, market and financial conditions and additional matters specific to Bunge’s or Viterra’s business, as applicable) that are inherently subjective and uncertain and are beyond the control of the respective management teams of Bunge and Viterra. As a result, actual results may differ materially from the unaudited prospective financial information. Important factors that may affect actual results and cause these unaudited projected financial forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to Bunge’s or Viterra’s business, as applicable (including each company’s ability to achieve strategic goals, objectives and targets over applicable periods), general business and economic conditions. For more information see the section entitled “The Acquisition — Certain Projections.”
Certain Sellers will be able to exercise influence over the composition of the Board of Directors, matters subject to shareholder approval and/or Bunge’s operations.
Upon the completion of the Acquisition, the number of Bunge Shares issuable as a portion of the Consideration will be 65,611,831 shares at Closing, and of those shares, Glencore, CPP Investments and BCI will be issued approximately 32,805,915 shares, 26,244,733 shares and 6,561,183 shares, respectively, which represent approximately 15%, 12% and 3% of the outstanding Bunge Shares, based on the number of outstanding Bunge Shares as of July 20, 2023, or in the aggregate approximately 30% of the combined company on a fully diluted basis (before giving effect to any future share repurchases by Bunge). As part of Bunge’s recently announced plan to repurchase $2.0 billion of Bunge Shares in order to enhance accretion to adjusted EPS, Bunge may repurchase shares from time to time, which may occur before the Closing. These repurchases may increase the Sellers ownership percentage in the combined company up to approximately 33% after completion of the repurchase plan.
In connection with the proposed Acquisition, Bunge and each of Glencore and CPP Investments will execute the Shareholder Agreements. Each Shareholder’s Agreement provides each of Glencore and CPP Investments the right to designate (a) two persons to be nominated for election to Board of Directors, as long as such Seller maintains beneficial ownership of at least 10% of the Bunge Shares; and (b) one person to be nominated for election to the Board of Directors, as long as such Seller maintains beneficial ownership of at least 5% of the Bunge Shares, as further described in the section entitled “Shareholder Agreements.” The Shareholder Agreements will become effective on, and subject to, the Closing of the Acquisition.
As a result of the Bunge Shares that will be held by Glencore and CPP Investments and the Shareholder Agreements described above, Glencore and CPP Investments may be able to influence (subject to organizational documents and applicable law) the composition of the Board of Directors and thus, potentially, the outcome of corporate actions requiring shareholder approval, such as mergers, business combinations and dispositions of assets, among other corporate transactions. This concentration of investment and voting power, in addition to our current concentration of investment and voting power among certain large shareholders, could discourage others from initiating a potential merger, takeover or other change of control transaction that may otherwise be beneficial to Bunge and its shareholders, which could adversely affect the market price of Bunge Shares.
Extreme factors or forces beyond our control, such as pandemics, outbreaks of contagious human or animal disease, extreme weather conditions, or terrorism or acts of war, could negatively impact the business of the combined company.
The combined company’s ability to make, move and sell products is critical to the success of the combined company. The business of the combined company is vulnerable to damage or interruption from pandemics, epidemics or outbreaks of a contagious human or animal disease that could impair our workforce,
 
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our supply chains and the health or growth of livestock. Further, extreme weather or natural disasters, including fires, droughts, floods, excessive cold or heat, hurricanes or other storms, or acts of terrorism or war, could interfere with the business and operations of the combined company due to power outages, fuel shortages, decrease in availability of water, damage to the combined company’s production and processing facilities or disruption of transportation channels or unfavorably impact the demand for, or consumers’ ability to purchase, the combined company’s products, among other things. Any of these factors could have an adverse effect on the business operations and financial results of the combined company.
Changes in tax laws or exposure to additional tax liabilities could have a material impact on the combined company’s financial condition and results of operations.
Each of Bunge and Viterra has been, and the combined company will be, subject to income taxes as well as non-income taxes in various jurisdictions throughout the world. Tax authorities may disagree with certain positions Bunge and/or Viterra have taken and assess additional taxes, along with interest and penalties. The combined company will regularly assess the likely outcomes of these audits and assessments in order to assess the appropriateness of our tax assets and liabilities. However, the calculation of such liabilities involves significant judgment in the interpretation of complex tax regulations in many jurisdictions. Therefore, any dispute with a taxing authority may result in a payment or outcome that is significantly different from current estimates. There can be no assurance that Bunge, Viterra, or the combined company will accurately predict the outcomes of these audits and the actual outcomes of these audits could have a material impact on our consolidated earnings and financial condition in the periods in which they are recognized.
Additionally, changes in tax laws could materially impact the combined company’s effective tax rate and the monetization of recoverable tax assets (indirect tax credits). Furthermore, the ongoing efforts in corporate tax transparency by the OECD and a number of countries has resulted in additional mandatory disclosures, which will likely cause additional scrutiny of the combined company’s tax positions and potentially increased tax assessments. Additionally, during 2022 increased grain and food prices globally have resulted in a limited number of jurisdictions calling for a “windfall profits” tax on agricultural grain traders and producers. So far, Bunge has only been impacted by only one jurisdiction that has implemented such tax, which is set to expire after 2024. This tax has not had a material impact on Bunge.
Risks relating to Bunge
Bunge’s business will continue to be subject to the risks described in the sections entitled “Risk Factors” in Bunge’s Annual Report on Form 10-K for the year ended December 31, 2022, and in other documents incorporated by reference into this proxy statement. See the section entitled “Where You Can Find More Information” for the location of information incorporated by reference into this proxy statement.
Risks relating to Viterra
Because Viterra and Bunge operate similar businesses in similar industries, the risks relating to Bunge and its business are generally the same as the risks relating to Viterra and its business. This section should be read in conjunction with the risks relating to Bunge and its business disclosed in Bunge’s filings with the SEC.
Viterra has been, and will continue to be, significantly adversely affected by Russia’s invasion of Ukraine.
In February 2022, the Russian government commenced a war against the people of Ukraine, resulting in a humanitarian crisis and significant disruption to financial and commodity markets. Viterra’s operations in Ukraine have been paused and a continuation of conflict may have a material adverse effect on Viterra’s Ukrainian operations. As of December 31, 2022, Viterra had total assets and total liabilities of U.S.$275 million and U.S.$44 million, respectively, in Ukraine.
In response to the war in Ukraine, commenced by Russia in February 2022, a number of jurisdictions around the world, including the United States, the EU, Switzerland and the United Kingdom, imposed a series of sanctions against the Russian Federation, various companies and individuals, and continue to impose further sanctions as the war continues. Companies subject to sanctions include VTB, which as at the date of this proxy statement, owns an indirect 22.5% interest in the Taman Grain Terminal (as at the date
 
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of this proxy statement, Viterra owns 50% of the Taman Grain Terminal). In response, the Russian Federation reciprocally imposed trade sanctions on certain goods and services originating in the EU and the United States, as well as various companies and individuals. As of the date of this proxy statement, the Taman Grain Terminal is not subject to any such sanctions. Emerging uncertainty regarding global supply of commodities due to the Russia-Ukraine conflict may disrupt certain global trade flows and place significant upwards pressure on agricultural commodity prices and input costs. Challenges for market participants may include availability of funding to ensure access to raw materials, ability to finance margin payments and heightened risk of contractual non-performance.
Additionally, Viterra expects to be affected by the termination of the Black Sea Grain Initiative on July 18, 2023, which blocks the ability of Viterra to export agricultural products from Ukraine to other countries via port export terminals and shipping routes on the Black Sea.
The ongoing conflict between Russia and Ukraine may adversely affect Viterra’s ability to complete the sale of its Russian business.
In March 2022, Viterra suspended any new development and expansion projects in Russia. Furthermore, in March 2023, Viterra announced that it would exit the Russian market and divest its Russian businesses entirely. Viterra reached an agreement in principle as to definitive terms and conditions for such divestitures, and as of the date of this proxy statement, is awaiting the approval of the Government Commission on Control over Foreign Investments in the Russian Federation before proceeding to complete the anticipated divestitures. Viterra expects to complete such divestitures shortly after receipt of such approval and the satisfaction of certain other customary conditions precedent to completion of the proposed transactions. In the meantime, pending the completion of such divestitures, Viterra continues to operate its existing businesses in Russia in compliance with all existing sanctions and applicable laws. The extent of the impact of the reduction in Viterra’s operations and the sale of its Russian business, or of current or future actions taken by Russia, the United States or other governments, is not reasonably possible to predict, but could include, among other impacts: embargoes; expropriation or other loss (whether partial or full) of assets or property; restrictions on Viterra’s business; an inability to obtain raw materials, equipment, parts, and other key supplies and services; continued reduction or cessation of Viterra’s customers’ operations in Russia causing a decrease in demand for Viterra’s products; increased inflationary pressures on raw materials and other supply chain costs; shipping and trade route restrictions; an increase in the frequency and severity of cyber attacks; volatility in currency exchange and interest rates; additional adverse legal proceedings in Russia. The completion and timing of the sale of Viterra’s Russian business is subject to a number of risks, including, among other risks: Viterra or the buyer’s ability to obtain necessary regulatory approvals to complete the sale, or any conditions imposed in connection with regulatory approval of the sale; Viterra or the buyer’s ability to satisfy the conditions and contingencies related to the sale; and the ability of the buyer to access funding to timely complete the sale. In addition, the terms of the sale transaction may not reflect the fair value of the assets associated with Viterra’s Russian business, we may be unable to access or repatriate some or all of the proceeds of the sale or may incur significant taxes, fees or penalties associated with repatriation, and we may recognize significant charges related to the sale.
 
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CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement and the documents incorporated by reference in this proxy statement contain both historical and forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information to investors. This proxy statement and the documents incorporated by reference into this proxy statement include forward-looking statements that reflect our current expectations and projections about our future results, performance, prospects and opportunities, including expectations regarding the consummation of the Redomestication and the Acquisition, benefits, timing and effects of the Redomestication and the Acquisition, offices and operations, share trading, management of our business, taxes, strategic flexibility, legal and regulatory environment, financial results and other statements that are not historical facts, are forward-looking statements. Forward looking statements include all statements that are not historical in nature. We have tried to identify these forward-looking statements by using words including “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “plan,” “intend,” “estimate,” “continue” and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities, to differ materially from those expressed in, or implied by, these forward-looking statements. These factors include the risks, uncertainties, assumptions, trends and other factors discussed under the heading “Risk Factors” and elsewhere in our periodic reports filed with the SEC, including:

risks and uncertainties related to our ability to complete the Redomestication, including our ability to obtain necessary approvals and the risk of changes in local and international tax laws;

risks and uncertainties related to our ability to consummate the Acquisition, including our ability to obtain necessary regulatory approvals;

the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

the effect of weather conditions and the impact of crop and animal disease on our business;

the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions;

changes in governmental policies and laws affecting our business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels regulation;

the impact of seasonality on our business;

the impact of government policies and regulations;

the outcome of pending regulatory and legal proceedings;

our ability to complete, integrate and benefit from acquisitions, including the acquisition of Viterra, divestitures, joint ventures and strategic alliances;

the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that we sell and use in our business, fluctuations in energy and freight costs and competitive developments in our industries;

the impact of commodity price changes on our working capital financing needs;

the impact on our employees, operations, and facilities from the war in Ukraine and the resulting economic and other sanctions imposed on Russia, including the impact on Bunge resulting from a continuation and/or escalation of the war and sanctions against Russia;

the effectiveness of our capital allocation plans, working capital management, funding needs and financing sources;

the effectiveness of our risk management strategies;

operational risks, including industrial accidents, natural disasters and cybersecurity incidents;

changes in foreign exchange policy or rates;
 
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the impact of our dependence on third parties;

our ability to attract and retain executive management and key personnel;

other factors affecting our business generally; and

the other risk factors discussed in the section of this proxy statement entitled “Risk Factors.”
In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements contained in this proxy statement or in any document incorporated by reference herein or therein. Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this proxy statement or any document incorporated by reference herein or therein not to occur. Except as otherwise required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this proxy statement.
 
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PROPOSAL 1: REDOMESTICATION
We are asking you to approve a proposal to approve the Redomestication that would change the place of incorporation and residence of the ultimate parent company of the Bunge Group from Bermuda to Switzerland through a Bermuda law Scheme of Arrangement attached as Appendix A to this proxy statement. For a detailed discussion of the terms and conditions of the Redomestication, see “The Redomestication” starting on page 46 of this proxy statement.
Approval of the Redomestication proposal requires the affirmative vote of a majority in number and at least 75% in value of shares present in person or by proxy at the meeting and entitled to vote. An abstention or broker non-vote will have no effect on the Redomestication proposal, but are counted for quorum purposes.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE REDOMESTICATION PROPOSAL.
 
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PROPOSAL 2: ACQUISITION
We are asking you to approve a proposal to approve the Acquisition of Viterra contemplated by the Business Combination Agreement, including the Share Issuance of approximately 65.6 million common shares of Bunge, par value $0.01 per share, to the Sellers as part of the Consideration. For a detailed discussion of the terms and conditions of the Acquisition and the Business Combination Agreement, see “The Acquisition” starting on page 68 of this proxy statement. A copy of the Business Combination Agreement is attached as Appendix D to this proxy statement.
Approval of the Acquisition proposal requires the affirmative vote of a majority of shares present in person or by proxy at the meeting and entitled to vote. An abstention or broker non-vote will have no effect on the Acquisition proposal, but are counted for quorum purposes.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ACQUISITION PROPOSAL.
 
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PROPOSAL 3: ADJOURNMENT
If there are insufficient votes at the time of the Extraordinary General Meeting to approve the Redomestication or the Acquisition proposals, Bunge may propose to adjourn or postpone the Extraordinary General Meeting for the purpose of soliciting additional votes to approve the Redomestication or the Acquisition. In the event there are present, in person or by proxy, sufficient votes by the Bunge shareholders to approve the Redomestication or the Acquisition, Bunge does not anticipate that it will adjourn or postpone the Extraordinary General Meeting. The time and place of the adjourned or postponed meeting will be announced at the time the adjournment or postponement is taken, and no other notice need be given unless the adjournment or postponement is for more than 30 days or Bunge is required to change the Record Date. Any adjournment or postponement of the Extraordinary General Meeting for the purpose of soliciting additional votes to approve the Redomestication or the Acquisition will allow Bunge shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Extraordinary General Meeting, as adjourned or postponed.
The affirmative vote of a majority of shares present in person or by proxy at the meeting and entitled to vote is required to approve the adjournment of the meeting to a later date to solicit additional proxies if there are insufficient votes at the time of the Extraordinary General Meeting to approve the Redomestication or the Acquisition. An abstention or broker non-vote will have no effect on the adjournment proposal, but are counted for quorum purposes.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL.
 
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THE REDOMESTICATION
The Board of Directors has unanimously approved and recommends that you approve the Redomestication.
The Redomestication involves several steps. First, we have formed Bunge-Switzerland as a direct, wholly-owned Swiss subsidiary of Bunge-Bermuda. Bunge-Switzerland, in turn, has formed Bunge-MergerCo, a new Bermuda subsidiary. Following the Extraordinary General Meeting to be held on [•], 2023 and a hearing of the Bermuda Court scheduled for [•], 2023, assuming we have obtained the necessary shareholder and court approvals, Bunge-MergerCo will merge with Bunge-Bermuda by way of the Scheme of Arrangement, with Bunge-Bermuda as the surviving company. As a result of the Redomestication, Bunge-MergerCo will cease to exist, and Bunge-Bermuda will become a direct, wholly-owned subsidiary of Bunge-Switzerland. Effective for the date that is one day after the Effective Date, Bunge-Bermuda will make a U.S. tax election to be treated as disregarded as an entity separate from Bunge-Switzerland for U.S. tax purposes.
After the Redomestication, you will continue to own an interest in a parent company that will continue to conduct the business operations as conducted by Bunge-Bermuda before the Redomestication. The number of shares you will own in Bunge-Switzerland will be the same as the number of shares you owned in Bunge-Bermuda immediately prior to the Redomestication, and your relative economic interest in the Bunge Group will not be impacted by the Redomestication.
The completion of the Redomestication will change the governing law that applies to shareholders of our parent company from Bermuda law to Swiss law. There are differences between Bermuda law and Swiss law. See “Comparison of Rights of Shareholders” for a summary of some of these differences.
Upon completion of the Redomestication, we will remain subject to the SEC reporting requirements, the mandates of the Sarbanes-Oxley Act and the corporate governance requirements of the NYSE, and we will continue to report our financial results in U.S. dollars and under U.S. GAAP.
We currently expect to complete the Redomestication later this year, prior to completing the Acquisition.
Background and Reasons for the Redomestication
Bunge incorporated in Bermuda in 1995 when the then-separate Bunge group of companies consolidated into a single corporate group. Over the past few years, Bunge has done an extensive review of its business operations and the emerging trends in the global regulatory environment. As part of this review, Bunge performed a substantial analysis of alternative jurisdictions in which it might Redomesticate. Switzerland was determined to be the best jurisdiction to which Redomesticate because it allows Bunge to better align its corporate legal structure with its commercial operations and because Bunge has conducted substantial business operations in Switzerland for decades. Switzerland is also a jurisdiction that is well suited for global companies and offers a well-developed corporate, legal and regulatory environment.
As part of this review, Bunge has taken into account likely legislative tax changes proposed by the member states of the OECD and in particular the Model Rules, aiming at introducing a global minimum corporate tax rate of 15% on financial statement income by jurisdiction. The focus of the OECD is to discourage multinational corporations from using low tax or no tax jurisdictions (tax havens) to avoid taxation.
As part of the Redomestication, Bunge will be re-locating its publicly traded parent company to Switzerland, a place from which Bunge has operated for decades and in which we have significant substance. Switzerland is more centrally located within Bunge’s major markets and the home of many global companies. It will locate Bunge in a country with balanced corporate governance requirements, more sophisticated financial and commercial infrastructure as well as a stable and well-developed legal system that accommodates global businesses.
Given the emerging focus on whether companies have substantial operations in their jurisdiction of incorporation, we preliminarily considered six countries in which we do business as potential jurisdictions to which we might redomesticate. We reduced this list to three countries and carefully analyzed them separately and relative to each other based on legal system, governance requirements, acceptability by investors, the ability to report financial results under U.S. GAAP, the effect on our long-term indebtedness, implementation costs and timing.
 
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We ultimately selected Switzerland in this process. Among other things, we determined that it accomplished our main objective of Redomestication to a jurisdiction with a recognized and relatively well-developed and stable legal system in which we had substantial operations. We also determined that Switzerland had well-developed corporate governance requirements, and had a history of commerce, generally reliable judicial processes and was generally accepted by investors.
While other non-Swiss countries also had favorable attributes, those jurisdictions would have subjected us to governance requirements that were substantially different from those applicable to us under SEC and NYSE requirements as well as prevailing investor attributes.
Additional tax costs may be incurred in light of recent and expected changes in the global tax environment. Other considerations that we considered are:

Swiss law requires shareholder approval of various matters, including the issuance of shares and declaration of dividends, that are not required to be approved by shareholders under Bermuda law or NYSE requirements, which could cause us to miss opportunities. See “Description of Bunge-Switzerland Shares.”

While we do not expect that this will present a practical issue for the foreseeable future, Switzerland generally imposes 35% Swiss withholding taxes on dividends. See “Questions and Answers About the Redomestication.”
In the final analysis, we concluded that the positive considerations outweighed the negative considerations and supported selecting Switzerland as the jurisdiction to which to redomesticate.
The Board of Directors considered these factors when assessing the Redomestication and determining to submit it to shareholders and concluded that proceeding with the Redomestication to Switzerland was preferable to redomesticating to other jurisdictions or not redomesticating at all at this time. We cannot assure you, however, that the anticipated benefits of the Redomestication will be realized or that we will complete the Redomestication at all. In addition to the potential benefits described above, the Redomestication will expose Bunge-Bermuda and its shareholders to certain risks. Please see the discussion under “Risk Factors.”
The Agreement and Plan of Merger
There are several steps to the Redomestication:

Bunge-Bermuda has formed Bunge-Switzerland, which, in turn, has formed Bunge-MergerCo;

following the Extraordinary General Meeting to be held on [•], 2023 and a hearing of the Bermuda Court on [•], 2023, and assuming we have obtained the necessary shareholder and court approvals, Bunge-MergerCo will merge with Bunge-Bermuda by way of the Scheme of Arrangement, with Bunge-Bermuda surviving as a direct, wholly-owned subsidiary of Bunge-Switzerland;

all of the issued and outstanding shares of Bunge-Bermuda will be cancelled and converted into the right of holders of Bunge-Bermuda to receive Bunge-Switzerland shares;

as a result of the merger, the shares of Bunge-MergerCo will be converted into one share of Bunge-Bermuda for issuance, allotment and contribution to the capital contribution reserves of Bunge-Switzerland in exchange for the delivery of one share of Bunge-Switzerland for each issued and outstanding share of Bunge-Bermuda as of the Effective Date, plus one Bunge-Switzerland share for each share of Bunge-Bermuda held in treasury (collectively the “Treasury Shares”) as of the Effective Date for future use to satisfy Bunge-Switzerland’s obligations to deliver shares in connection with awards granted under our equity incentive plans and for such other purposes as the Board of Directors may determine;

Bunge-Switzerland will assume, as of the Effective Date, Bunge-Bermuda’s existing obligation to deliver shares under such equity incentive plans;

Bunge-Switzerland will assume, as of the Effective Date, Bunge-Bermuda’s existing dividend obligations;
 
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Bunge-Switzerland will assume, as of the Effective Date, Bunge-Bermuda’s existing obligations as a guarantor under existing debt agreements;

Bunge-Bermuda will deliver to its shareholders (through its transfer agent) one Bunge-Switzerland share for each Bunge-Bermuda share held by them. Bunge-Switzerland will have, prior to the effectiveness of the Redomestication, issued such number of shares to Bunge-Bermuda at an issue price equal to the aggregate par value of such shares. In connection with the completion of the Redomestication, Bunge-Bermuda will further contribute the Treasury Shares to Bunge-Switzerland; and

Effective for the date that is one day after the Effective Date, Bunge-Bermuda will make a U.S. tax election to be treated as disregarded as an entity separate from Bunge-Switzerland for U.S. tax purposes.
Additional Agreements
Bunge-Switzerland and Bunge-MergerCo will indemnify the executive officers and directors of Bunge-Bermuda and its subsidiaries and will maintain directors’ and officers’ liability insurance for those executive officers and directors for six years after the Effective Date.
Amendment or Termination
The Agreement and Plan of Merger may be amended, modified or supplemented at any time before or after its adoption by the shareholders of Bunge-Bermuda. However, after adoption, no amendment, modification or supplement may be made or effected that requires further approval by Bunge-Bermuda shareholders without obtaining that approval.
The Board of Directors may terminate the Agreement and Plan of Merger and abandon the Redomestication at any time prior to its effectiveness without obtaining the approval of Bunge-Bermuda shareholders.
Conditions to Consummation of the Redomestication
The Redomestication will not be completed unless, among other things, the following conditions are satisfied or, if allowed by law, waived:

the Redomestication is approved by the requisite vote of shareholders of Bunge-Bermuda;

none of the parties to the Agreement and Plan of Merger is subject to any governmental decree, order or injunction that prohibits the consummation of the Redomestication;

the Bunge-Switzerland registered shares to be issued in the Redomestication and the Articles of Association of Bunge-Switzerland have been registered with the commercial register of the Canton of Geneva, Switzerland;

the requisite court order sanctioning the Redomestication shall have been obtained from the Bermuda Court and filed with the Bermuda Registrar of Companies and shall be effective;

the Bunge-Switzerland shares to be issued pursuant to the Redomestication are authorized for listing on the New York Stock Exchange, subject to official notice of issuance;

Bunge receives an opinion from Jones Day, in form and substance reasonably satisfactory to it, confirming, as of the Effective Date, the matters discussed under “Certain Tax Considerations of the Redomestication — U.S. Federal Income Tax Considerations”; and

Bunge receives an opinion from Homburger Ltd, in form and substance reasonably satisfactory to it, confirming, as of the Effective Date, the matters discussed under “Certain Tax Considerations of the Redomestication — Swiss Tax Considerations.”
In the event the conditions to the Redomestication are not satisfied, the Scheme of Arrangement may be abandoned or delayed, even after approval by our shareholders and the Bermuda Court. If conditions to the Redomestication are not satisfied or waived on or before 5:00 p.m. (Bermuda time) on the date
 
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nine months after the date on which the Scheme of Arrangement becomes effective, or such later date as agreed by Bunge-Bermuda and sanctioned by the Bermuda Court, the Scheme of Arrangement will lapse by its terms. In addition, under Bermuda law, the Scheme of Arrangement may be otherwise delayed or abandoned if further events occur that cause the Board of Directors to determine that the Redomestication is no longer in the best interest of Bunge or its shareholders.
Bunge-Bermuda is a party to certain credit agreements that require waivers from third-party lenders prior to implementation of the Redomestication. See “— Debt Facilities” for more information.
Court Approval of the Redomestication
Pursuant to Section 99 of the Companies Act 1981 of Bermuda (the “Companies Act”), the Scheme of Arrangement requires the approval of the Bermuda Court. This requires Bunge-Bermuda to file an application for the sanction of the Scheme of Arrangement with the Bermuda Court. Prior to the mailing of this proxy statement, Bunge-Bermuda made an application to the Bermuda Court for an order convening an extraordinary general meeting of Bunge-Bermuda voting common shareholders to consider and if thought fit approve the Scheme of Arrangement (the “Convening Order”).
At the Extraordinary General Meeting, Bunge-Bermuda shareholders will be asked to approve the Scheme of Arrangement. If the shareholders approve the Scheme of Arrangement, then Bunge-Bermuda will apply to the Bermuda Court for an order sanctioning the Scheme of Arrangement (the “Sanction Hearing”). At the Sanction Hearing, the Bermuda Court may impose such conditions as it deems appropriate in relation to the Scheme of Arrangement but may not impose any material changes without the joint consent of Bunge-Bermuda and Bunge-Switzerland. In determining whether to exercise its discretion and approve the Scheme of Arrangement, the Bermuda Court will determine, among other things, whether the Scheme of Arrangement is fair to Bunge-Bermuda’s common shareholders in general. If you are a common shareholder who wishes to appear or be represented and present evidence or arguments at the Sanction Hearing, you may do so. Holders of Bunge-Bermuda common shares at the Record Date who vote either for or against the proposal or who the Bermuda Court is satisfied have a substantial economic interest in the Scheme of Arrangement are entitled to appear before the Bermuda Court, at the time and date set for the hearing of the petition to sanction the Scheme of Arrangement, to voice your objection to the Scheme of Arrangement. Bunge-Bermuda will not object to your appearance or participation at the hearing, on the grounds that you do not have a substantial economic interest in the Scheme of Arrangement.
Should you wish to appear before the Bermuda Court, Bunge-Bermuda encourages you to adopt one of the below noted procedures:

appearing in person at the Bermuda Court, having notified Bunge-Bermuda’s legal counsel 48 hours in advance of your intention to do so by e-mailing or telephoning David Stubbs: david.stubbs@conyers.com or +1 (441) 299-4915. You will in such circumstances be requested to provide an affidavit setting out the evidence upon which you seek to rely at the hearing;

filing an affidavit with the Bermuda Court at least 48 hours prior to the date of the hearing of the petition to sanction setting out your reasons for objecting. At the same time as filing the affidavit, you should serve a copy of the affidavit on Bunge-Bermuda by leaving same at the office of Conyers Dill & Pearman Limited, Clarendon House 2 Church Street, Hamilton HM 11, Bermuda, Attention: David Stubbs; or

instructing counsel to appear on your behalf before the Bermuda Court, such counsel to provide notice of their intention to appear to Conyers Dill & Pearman Limited at least 48 hours prior to the sanction hearing and at the same time providing a copy of the evidence upon which counsel shall seek to rely set out in an affidavit.
The Scheme of Arrangement will become effective as soon as a copy of the order of the Bermuda Court sanctioning the Scheme of Arrangement has been delivered to the Registrar of Companies in Bermuda as required by Section 99 of the Companies Act. See “The Redomestication — Conditions to Consummation of the Redomestication” for more information on these conditions.
Once the Scheme of Arrangement is effective, the Bermuda Court will have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute which arises out of or is connected
 
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with the terms of the Scheme of Arrangement or its implementation or out of any action taken or omitted to be taken under the Scheme of Arrangement or in connection with the administration of the Scheme of Arrangement. A shareholder who wishes to enforce any rights under the Scheme of Arrangement after such time should notify Bunge-Bermuda in writing of its intention at least five business days prior to commencing a new proceeding. After the effective time of the Scheme of Arrangement, no shareholder may commence a proceeding against Bunge-Switzerland or Bunge-Bermuda with respect to or arising from the Scheme of Arrangement except to enforce its rights under the Scheme of Arrangement where a party has failed to perform its obligations under the Scheme of Arrangement.
When under any provision of the Scheme of Arrangement after the effective time of the Scheme of Arrangement a matter is to be determined by Bunge-Bermuda, then Bunge-Bermuda will have discretion to interpret those matters under the Scheme of Arrangement in a manner that it considers fair and reasonable, and its decisions will be binding on all concerned.
Bunge-Bermuda may, subject to U.S. securities law constraints, consent to any modification of the Scheme of Arrangement on behalf of the shareholders that the Bermuda Court determines to approve or impose.
Federal Securities Law Consequences; Resale Restrictions
The issuance of Bunge-Switzerland shares to Bunge-Bermuda’s shareholders in connection with the Redomestication will not be registered under the Securities Act of 1933 (the “Securities Act”). Section 3(a)(10) of the Securities Act exempts securities issued in exchange for one or more outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by any court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom such securities will be issued have a right to appear and to whom adequate notice of the hearing has been given. In determining whether it is appropriate to convene the shareholder scheme meeting convened pursuant to its directions, the Bermuda Court will consider whether the terms and conditions of the Redomestication are fair. The Bermuda Court has fixed the date for the hearing of the application to approve the Redomestication at [•], 2023, in Hamilton, Bermuda. The Bunge-Switzerland shares issued to Bunge-Bermuda shareholders in connection with the Redomestication will be freely transferable, except for restrictions applicable to certain “affiliates” of Bunge-Bermuda under the Securities Act, as follows:

Persons who were not affiliates of Bunge-Bermuda at the date of the Redomestication and have not been affiliates within 90 days prior to such date will be permitted to sell any Bunge-Switzerland shares received in the Redomestication without regard to Rule 144 under the Securities Act.

Persons who were affiliates of Bunge-Bermuda at the date of the Redomestication or were affiliates within 90 days prior to such date will be permitted to resell any Bunge-Switzerland shares they receive pursuant to the Redomestication in the manner permitted by Rule 144. In computing the holding period of the Bunge-Switzerland shares for the purposes of Rule 144(d), such persons will be permitted to “tack” the holding period of their Bunge-Bermuda shares held prior to the Effective Date.
Persons who may be deemed to be affiliates of Bunge-Bermuda and Bunge-Switzerland for these purposes generally include individuals or entities that control, are controlled by, or are under common control with, Bunge-Bermuda and Bunge-Switzerland, and would not include shareholders who are not executive officers, directors or significant shareholders of Bunge-Bermuda and Bunge-Switzerland.
The Agreement and Plan of Merger requires Bunge-Bermuda to prepare and deliver to Bunge-Switzerland a list that identifies all persons whom Bunge-Bermuda believes may be deemed to be affiliates prior to the completion of the Redomestication. Bunge-Bermuda is also required, pursuant to the Agreement and Plan of Merger, to use its commercially reasonable best efforts to cause each person whom it identifies on the list as a potential affiliate to deliver, at or prior to the completion of the Redomestication, a written agreement that the affiliate will not sell, pledge, transfer or otherwise dispose of any of the Bunge-Switzerland shares issued to the affiliate pursuant to the Redomestication unless the sale, pledge, transfer or other disposition meets one of the following criteria:

it is made pursuant to an effective registration statement filed under the Securities Act;
 
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it is in compliance with Rule 144; or

in the opinion of counsel, it is otherwise exempt from the registration requirements of the Securities Act.
Bunge-Bermuda has not filed a registration statement with the SEC covering any resales of the Bunge-Switzerland shares to be received by Bunge-Bermuda’s shareholders in the Redomestication.
Effective Date
If the Redomestication is approved by the requisite shareholder vote and by the Bermuda Court, we anticipate that the Redomestication will become effective as soon as practicable following the Sanction Hearing, upon our filing of the court order sanctioning the Redomestication with the Bermuda Registrar of Companies. We currently expect to complete the Redomestication later this year, prior to completing the Acquisition and subject to the conditions noted below.
In the event the conditions to the Redomestication are not satisfied, the Redomestication may be abandoned or delayed, even after approval by our shareholders and the Bermuda Court. In addition, the Redomestication may be abandoned or delayed for any reason by the Board of Directors at any time prior to the Redomestication becoming effective, even though the Redomestication may have been adopted by our shareholders and the Bermuda Court, and all conditions to the Redomestication may have been satisfied.
If conditions to the Redomestication are not satisfied or waived on or before 5:00 p.m. (Bermuda time) on the date nine months after the date on which the Scheme of Arrangement becomes effective, or such later date as agreed by Bunge-Bermuda and sanctioned by the Bermuda Court, the Scheme of Arrangement will lapse by its terms. In addition, under Bermuda law, the Scheme of Arrangement may be otherwise delayed or abandoned if further events occur that cause the Board of Directors to determine that the Redomestication is no longer in the best interest of Bunge or its shareholders.
Board of Directors of Bunge-Switzerland
When the Redomestication is completed, the Directors of Bunge-Bermuda immediately prior to the completion of the Redomestication are expected to be the Directors of Bunge-Switzerland. Bunge-Switzerland’s articles of association allow for the same number of Directors as Bunge-Bermuda currently has, and Bunge-Bermuda’s Directors will carry their terms of office over to the Board of Directors.
Required Vote; Board Recommendation
The Redomestication requires the affirmative vote of holders of Bunge-Bermuda common shares representing a majority in number and at least 75% in value of the Bunge-Bermuda common shares present in person or by proxy and entitled to vote at the Extraordinary General Meeting. See “Information About this Proxy Statement and the Meeting — Information About Voting.” The Board of Directors has unanimously approved the Redomestication and recommends that shareholders vote “FOR” approval of all of the proposals at the Extraordinary General Meeting.
Regulatory Matters
We are not aware of any other governmental approvals or actions that are required to complete the Redomestication other than compliance with U.S. federal and state securities laws and Bermuda and Swiss corporate law.
No Appraisal Rights
Under Bermuda law, none of the shareholders of Bunge-Bermuda has any right to an appraisal of the value of their shares or payment for them in connection with the Redomestication.
No Action Required to Exchange Shares
On the Effective Date, your Bunge-Bermuda common shares will be exchanged for Bunge-Switzerland shares without any action on your part. All of Bunge-Bermuda’s common shares are issued in uncertificated book-entry form. All of Bunge-Switzerland’s shares will also be issued in uncertificated book-entry form.
 
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Distribution Policy
Bunge-Bermuda has historically paid and Bunge-Switzerland expects to continue to pay cash distributions to holders of Bunge Shares on a quarterly basis. Any future determination to proposed distributions will, subject to the provisions of applicable law, be at the discretion of the Board of Directors and will depend upon then existing conditions, including our financial condition, results of operations, contractual and other relevant legal or regulatory restrictions, capital requirements, business prospects and other factors the Board of Directors deems relevant. Following the Redomestication, future declaration and payment of Bunge-Switzerland distributions will also be subject to shareholder approval.
For a description of restrictions on distributions imposed by Swiss law, see “Description of Bunge-Switzerland Shares — Distributions of Dividends,” “— Repurchases of Registered Shares” and “Certain Tax Considerations of the Redomestication — Swiss Tax Considerations — Consequences to Shareholders of Bunge-Switzerland Subsequent to the Redomestication.”
Equity Incentive Plans
If the Redomestication is completed, Bunge-Switzerland will adopt and assume Bunge-Bermuda’s equity incentive plans and other employee benefit plans and arrangements, and those plans and arrangements will be amended as necessary to give effect to the Redomestication, including to provide (1) that shares of Bunge-Switzerland will be issued, held, available or used to measure benefits as appropriate under the plans and arrangements, in lieu of shares of Bunge-Bermuda, including upon exercise of any options or share appreciation rights issued under those plans and arrangements; and (2) for the appropriate substitution of Bunge-Switzerland for Bunge-Bermuda in those plans and arrangements.
Stock Exchange Listing
Bunge-Bermuda’s common shares are currently listed on the New York Stock Exchange. There is currently no established public trading market for the shares of Bunge-Switzerland. We intend to make application so that, immediately following the Redomestication, the shares of Bunge-Switzerland will be listed on the New York Stock Exchange under the symbol “BG,” the same symbol under which the Bunge-Bermuda common shares are currently listed.
Accounting Treatment of the Redomestication
Under U.S. GAAP, the Redomestication represents a transaction between entities under common control. Assets and liabilities transferred between entities under common control are accounted for at cost. Accordingly, the assets and liabilities of Bunge-Switzerland will be reflected at their carrying amounts in the accounts of Bunge-Bermuda on the Effective Date.
Debt Facilities
We have obtained amendments to, or have refinanced, the bank credit agreements governing the unsecured $1.1 billion 364-day Revolving Credit Agreement, unsecured $1.95 billion 5-year Revolving Credit Agreement, unsecured $865 million 5-year Revolving Credit Agreement, unsecured $750 million term loan facility, unsecured $250 million February 2023 Delayed Draw Term Loan Facility, unsecured $250 million October 2022 Delayed Draw Term Loan Facility, unsecured ¥30.7 billion Term Loan Facility and unsecured $90 million Term Loan Facility of wholly-owned subsidiaries of Bunge-Bermuda that provide that the completion of the Redomestication does not constitute a “change of control” of Bunge-Bermuda. We will be refinancing the unsecured $1.75 billion 3-year Revolving Credit Facility prior to the effectiveness of the Redomestication to similarly provide that the completion of the Redomestication does not constitute a “change of control” of Bunge-Bermuda. The amendments to, or refinancing of, these agreements also provide or will provide that Bunge-Bermuda’s obligations as guarantor thereunder will be assigned to Bunge-Switzerland effective at the completion of the Redomestication. In addition, Bunge-Bermuda and certain of its subsidiaries participate in a trade receivable securitization program (the “Program”) with a financial institution, as administrative agent, and certain commercial paper conduit purchasers and committed purchasers that provides for funding of up to $1.1 billion against receivables sold into the Program and an unsecured, uncommitted $1 billion commercial paper program where Bunge-Bermuda’s obligations
 
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thereunder will be assigned to Bunge-Switzerland effective at the completion of the Redomestication. In connection with the Redomestication, Bunge-Switzerland will become successor to “substantially all” of Bunge-Bermuda’s assets to Bunge-Switzerland and as a result Bunge-Switzerland will assume the obligations of Bunge-Bermuda as successor guarantor under each series of outstanding senior notes in accordance with the terms of the applicable indentures. As part of the amendments to, or refinancing of, our existing debt facilities and in order to simplify our capital structure, we have entered into the necessary amendments and supplemental indentures to terminate the Bunge Master Trust and removed all references to the Bunge Master Trust from our bank credit agreements, indentures, Program documents and other debt documents.
Bunge has also secured a total of $8.0 billion in Viterra acquisition debt financing in the form of a $7.7 billion financing commitment from a consortium of lenders, arranged by Sumitomo Mitsui Banking Corporation and a $300 million delayed draw term loan from CoBank and the U.S. farm credit system. The terms of these financing arrangements allow for the planned Redomestication.
Effect of the Redomestication on Potential Future Status as a Foreign Private Issuer
We do not currently believe that Bunge-Switzerland will qualify as a “foreign private issuer” within the meaning of the rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), upon completion of the Redomestication. As a result, we believe that Bunge-Switzerland will not be eligible to benefit from certain exemptions and accommodations available to foreign private issuers.
U.S. Federal Income Tax Considerations of the Redomestication
Scope of Discussion
This discussion does not generally address any aspects of U.S. taxation other than U.S. federal income taxation, is not a complete analysis or description of all of the possible tax consequences of the Redomestication or of owning and disposing of Bunge-Switzerland shares and does not address all tax considerations that may be relevant to you, such as U.S. federal estate and gift tax laws, or state, local or non-U.S. tax laws. Special rules that are not discussed in the general descriptions below may also apply to you, such as the accounting rules of Section 451(b) of the U.S. Code. In particular, this discussion deals only with holders that hold their Bunge-Bermuda shares and will hold their Bunge-Switzerland shares as capital assets (generally, property held for investment) and does not address the tax treatment of special classes of holders, such as:

a holder of Bunge-Bermuda shares who, at any time within the five-year period ending on the date of the Redomestication, has actually or constructively owned 10% or more of the total combined voting power of all classes of stock entitled to vote of Bunge-Bermuda or who, immediately before the Redomestication, actually or constructively owns at least 5% of either the total voting power or the total value of the stock of Bunge-Bermuda,

a holder of Bunge-Switzerland shares who, immediately after the Redomestication, actually and constructively owns at least 5% of either the total voting power or the total value of the stock of Bunge-Switzerland or who, at any time after the Redomestication, actually or constructively owns 10% or more of the total combined voting power of all classes of stock entitled to vote of Bunge-Switzerland,

a bank or other financial institution,

a tax-exempt entity,

an insurance company,

a person holding shares as part of a “straddle,” “hedge,” “integrated transaction,” “conversion transaction,” or other risk reduction transaction,

a partnership or other-through entity or a person holding shares through such entity,

a U.S. expatriate,

a person who is liable for alternative minimum tax,
 
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a broker-dealer or trader in securities or currencies,

a “U.S. holder” ​(as defined herein) whose “functional currency” is not the U.S. dollar,

a regulated investment company,

a real estate investment trust,

a trader in securities who has elected the mark-to-market method of accounting for its securities,

a holder who received the Bunge-Bermuda shares through the exercise of employee stock options or otherwise as compensation or through a tax qualified retirement plan, or

a non-corporate holder of Bunge-Switzerland shares who, because of limitations under the U.S. securities laws or other legal limitations, is not free to dispose of those shares without restriction.
This discussion is based on the laws of the United States, including the U.S. Code, its legislative history, existing and proposed Treasury Regulations promulgated thereunder, judicial decisions, published rulings, administrative pronouncements, and U.S. tax treaties, each as in effect on the date of this proxy statement. These laws may change, possibly with retroactive effect. In addition, the application and interpretation of certain aspects of the passive foreign investment company rules, referred to below, require the issuance of regulations which in many instances have not been promulgated and which may have retroactive effect. There can be no assurance that any of these regulations will be enacted or promulgated, and if so, when they will take effect or the effect they may have on this discussion. There can be no assurance that the IRS will not disagree with or will not successfully challenge any of the conclusions reached and described in this discussion. No ruling has been or will be sought from the IRS with respect to the position and issues discussed herein.
For purposes of this discussion, a “U.S. holder” is any beneficial owner of Bunge-Bermuda shares, or, after the completion of the Redomestication, Bunge-Switzerland shares, that for U.S. federal income tax purposes is:

an individual citizen or resident alien of the United States,

a corporation (or other entity taxable as a corporation) organized under the laws of the United States or any state thereof or the District of Columbia,

an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or

a trust if (1) it validly elects to be treated as a United States person for U.S. federal income tax purposes or (2)(a) its administration is subject to the primary supervision of a court within the United States and (b) one or more United States persons have the authority to control all of its substantial decisions.
A “non-U.S. holder” of Bunge-Bermuda shares, or, after the completion of the Redomestication, Bunge-Switzerland shares is a holder, other than an entity or arrangement treated as a partnership for U.S. federal income tax purposes, that is not a U.S. holder. For purposes of this summary, “holder” or “shareholder” means either a U.S. holder or a non-U.S. holder or both, as the context may require.
If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of Bunge-Bermuda shares or Bunge-Switzerland shares, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Holders of Bunge-Bermuda shares or Bunge-Switzerland shares that are partnerships and partners in these partnerships are urged to consult their tax advisers regarding the U.S. federal income tax consequences to them of the Redomestication and the ownership and disposition of the Bunge-Switzerland shares.
In the discussion that follows, except as otherwise indicated, it is assumed, as Bunge believes to be the case, that Bunge-Bermuda has not been and will not be a passive foreign investment company before the Redomestication and that Bunge-Switzerland will not be a passive foreign investment company after the Redomestication. See “Certain Tax Considerations of the Redomestication — U.S. Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Considerations.” It is also assumed,
 
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as Bunge expects to be the case, that Bunge-Switzerland will continue to be a foreign corporation in the future. See “— Effect of the Redomestication on Potential Future Status as a Foreign Private Issuer.”
It is intended that the Redomestication, together with an election by Bunge-Bermuda to be disregarded as an entity separate from Bunge-Switzerland for U.S. federal tax purposes effective for the date that is one day after the Effective Date, qualify as a “reorganization” under Section 368(a) of the U.S. Code. Jones Day is providing a tax opinion to Bunge that the Redomestication will be treated as reorganization under Section 368(a)(1)(F) of the U.S. Code, but Bunge will not seek a ruling from the IRS on the tax characterization of the Redomestication. The remainder of the discussion assumes that the Redomestication qualifies as “reorganization” within the meaning of Section 368(a) of the U.S. Code.
 
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DESCRIPTION OF BUNGE-SWITZERLAND SHARES
The following description of Bunge-Switzerland’s share capital is a summary. This summary is not complete and is subject to the complete text of Bunge-Switzerland’s proposed articles of association and organizational regulations (the latter being analogous to bye-laws) attached as Appendix B and Appendix C, respectively, to this proxy statement. Except where otherwise indicated, the description below reflects Bunge-Switzerland’s articles of association and organizational regulations as those documents will be in effect upon completion of the Redomestication. We encourage you to read those documents carefully.
Capital Structure
Immediately after the Redomestication, Bunge-Switzerland will only have one class of shares outstanding, registered shares with a par value of $0.01 per share.
Issued Share Capital:   In the Redomestication, Bunge-Switzerland will issue one registered share for each issued and outstanding Bunge-Bermuda share. In addition, Bunge-Switzerland will issue approximately [2,063,975] Treasury Shares to Bunge-Bermuda for future use to satisfy Bunge-Switzerland’s obligations to deliver registered shares in connection with awards granted under equity incentive plans and for such other purposes as the Board of Directors may determine. Bunge-Switzerland will assume Bunge-Bermuda’s existing obligation to deliver shares under such equity incentive plans. Upon completion of the Redomestication, the registered share capital of Bunge-Switzerland is expected to be approximately $[1,657,037.26], comprised of approximately [165,703,726] registered shares, including [15,063,975] Treasury Shares (which includes the 13,000,000 shares issued in connection with the formation of Bunge-Switzerland).
Capital Band:   Upon completion of the Redomestication, Bunge-Switzerland will have a capital band ranging from $[1,325,629] (lower limit) to $[2,485,555] (upper limit), corresponding to a 20% downward and a 50% upward range, calculated in reference to Bunge-Switzerland’s capital upon completion of the Redomestication (which is expected to be approximately $[1,657,037.26], corresponding to approximately [165,703,726] shares), and the Board of Directors will be authorized to increase or reduce, within such range, the share capital once or several times and in any (partial) amount or to cause the company or any of its group of companies to acquire (including under a share repurchase program) registered shares directly or indirectly, until [•], 2028, without shareholder approval.
The Board of Directors established the upper limit of the capital band for the next five years by taking into consideration that it intends to use a portion of its authority under the capital band, representing approximately [39.6%] of the share capital as of the effective date of the Redomestication, to issue the Share Consideration, which will be approved by our shareholders at the Extraordinary General Meeting, in connection with the consummation of the Acquisition, leaving approximately [10.4%] of the share capital as of the effective date of the Redomestication for other purposes in order for the company to maintain the necessary financial flexibility.
In the event of a share issuance within Bunge-Switzerland’s capital band, the Board of Directors determines all relevant terms of the issuance, including the date of the issuance, the issuance price, the type of contribution, the beginning date for dividend entitlement and, subject to the provisions of Bunge-Switzerland’s articles of association, the conditions for the exercise of the subscription rights with respect to the issuance. The Board of Directors may allow subscription rights that are not exercised to expire, or it may place such rights or registered shares, the subscription rights of which have not been exercised, at market conditions or use them otherwise in the interest of Bunge-Switzerland. After [•], [2028] the capital band will be available to the Board of Directors for issuance of additional registered shares only if the authorization is reapproved by shareholders.
In a share issuance based on Bunge-Switzerland’s capital band, Bunge-Switzerland’s shareholders have subscription rights to obtain newly issued registered shares in an amount proportional to the par value of the registered shares they already hold. However, the Board of Directors may withdraw or limit these subscription rights in certain circumstances as set forth in Bunge-Switzerland’s articles of association. For further details on these circumstances, see “— Subscription Rights and Advance Subscription Rights.”
 
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Conditional Share Capital:   Upon completion of the Redomestication, Bunge-Switzerland’s articles of association will provide for a conditional capital that will authorize the issuance of additional registered shares up to a maximum amount of [20]% of the share capital registered in the commercial register (corresponding to up to [33,140,745] registered shares) without obtaining additional shareholder approval. These registered shares may be issued:

with respect to up to [•] fully paid-in registered shares, further to the exercise or conversion, exchange, option, warrant, subscription or other rights to acquire registered or through obligations to acquire registered shares or further to obligations to acquire registered shares that are or were granted to or imposed upon shareholders or third parties alone or in connection with bonds, notes, loans, options, warrants or other securities or contractual obligations of Bunge-Switzerland or any of its group companies; or

with respect to up to [•] fully paid-in registered shares, to members of the Board of Directors, members of the executive management team, officers, employees, contractors or consultants of Bunge-Switzerland or its group companies, or other persons providing services to Bunge-Switzerland or its group companies under the terms of Bunge-Switzerland’s equity incentive plans.
In connection with the issuance of bonds, notes, loans, options, warrants or other securities or contractual obligations convertible into or exercisable or exchangeable for Bunge-Switzerland registered shares, the Board of Directors is authorized to withdraw or limit the advance subscription rights of shareholders in certain circumstances. See “— Subscription Rights and Advance Subscription Rights” below.
The subscription rights of shareholders are excluded with respect to registered shares issued to members of the Board of Directors, members of the executive management team, officers, employees, contractors, consultants or other persons providing services to Bunge-Switzerland or any of its group companies under the terms of Bunge-Switzerland’s equity incentive plans.
Privileged Voting Rights Shares:   The Board of Directors may not create shares with increased voting powers without the affirmative resolution adopted by shareholders holding at least two-thirds of the voting rights and a majority of the par value of the registered shares represented at a general meeting.
Subscription Rights and Advance Subscription Rights
Under the Swiss Code of Obligations (the “Swiss Code”), the prior approval of a general meeting of shareholders is generally required to authorize the issuance or authorization of the Board of Directors for the later issuance of registered shares, or rights to subscribe for, or convert into, registered shares (which rights may be connected to debt instruments or other financial obligations). In addition, the existing shareholders will have subscription rights in relation to such registered shares or rights in proportion to the respective par values of their holdings. The shareholders may, with the affirmative vote of shareholders holding two-thirds of the voting rights and a majority of the par value of the registered shares represented at the general meeting, withdraw or limit the subscription rights for valid reasons (such as a merger, an acquisition or any of the reasons authorizing the Board of Directors to withdraw or limit the subscription rights of shareholders in the context of the capital band as described below).
If the general meeting of shareholders has approved the creation of a capital band or conditional share capital, it will generally delegate the decision whether to withdraw or limit the subscription rights (with respect to the issuance of new shares) and advance subscription rights (with respect to the issuance of convertible or similar instruments) for valid reasons to the Board of Directors. Bunge-Switzerland’s articles of association provide for this delegation with respect to Bunge-Switzerland’s capital band and conditional share capital in the circumstances described below under “— Capital Band” and “— Conditional Share Capital.”
Capital Band:   The Board of Directors is authorized to withdraw or limit the subscription rights with respect to the issuance of registered shares based on the capital band and allocate such rights to third parties (including individual shareholders), the company or any of its group companies:

for purposes of issuing the Share Consideration in exchange for the Viterra Shares upon and subject to the completion of the Acquisition;
 
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if the issue price of the new registered shares is determined by reference to the market price;

for raising equity capital in a fast and flexible manner, which would not be possible, or would only be possible with great difficulty or at significantly less favorable conditions, without the exclusion of the subscription rights of existing shareholders;

for the acquisition of companies, part(s) of companies or participations, for the acquisition of products, intellectual property or licenses by or for investment projects of Bunge-Switzerland or any of its group companies, or for the financing or refinancing of any of such transactions through a placement of registered shares;

for purposes of broadening the shareholder constituency of Bunge-Switzerland in certain financial or investor markets, for purposes of the participation of strategic partners including financial investors, or in connection with the listing of new registered shares on domestic or foreign stock exchanges;

for purposes of granting an over-allotment option of up to 20% of the total number of registered shares in a placement or sale of registered shares to the respective initial purchaser(s) or underwriter(s); or

for the participation of members of the Board of Directors, members of the executive management team, officers, employees, contractors, consultants or other persons performing services for the benefit of Bunge-Switzerland or any of its group companies.
Conditional Share Capital:   In connection with the issuance of bonds, notes, loans, options, warrants or other securities or contractual obligations convertible into or exercisable or exchangeable for Bunge-Switzerland registered shares, the subscription rights of shareholders are excluded and the Board of Directors is authorized to withdraw or limit the advance subscription rights of shareholders with respect to registered shares issued from Bunge-Switzerland’s conditional share capital if (1) there is a valid reason to withdraw or limit subscription rights of shareholders in connection with the issuance of shares based on the capital band (see immediately above) or (2) the bonds or similar instruments are issued on appropriate terms.
If the advance subscription rights are withdrawn or limited:

the acquisition price of the registered shares shall be set taking into account the market price prevailing at the date on which the instruments or obligations are issued and;

the instruments or obligations may be converted, exchanged or exercised during a maximum period of 30 years from the date of the relevant issuance of or entry into the instruments or obligations.
The subscription rights and the advance subscription rights of shareholders are excluded with respect to registered shares issued from Bunge-Switzerland’s conditional share capital to members of the Board of Directors, members of the executive management team, officers, employees, contractors, consultants or other persons providing services to Bunge-Switzerland or any of its group companies under the terms of Bunge-Switzerland’s equity incentive plans.
Distributions of Dividends
Under Swiss law, distributions of dividends may be paid out only if the company has sufficient distributable profits from the previous fiscal years, or if the company has freely distributable reserves, including out of capital contribution reserves, each as will be presented on the balance sheet included in the annual standalone statutory financial statements of Bunge-Switzerland. The affirmative vote of shareholders holding a majority of the votes cast at a general meeting (whereby abstentions, broker nonvotes, blank or invalid ballots shall be disregarded for purposes of establishing the majority) must approve distributions of dividends. The Board of Directors may propose to shareholders that a distribution of dividend be paid but cannot itself authorize the dividend.
Under the Swiss Code, if Bunge-Switzerland’s statutory reserves amount to less than 20% of the share capital recorded in the commercial register (i.e., 20% of the aggregate par value of Bunge-Switzerland’s registered capital), then at least 5% of Bunge-Switzerland’s annual profit must be allocated to the statutory profit reserve. The Swiss Code and Bunge-Switzerland’s articles of association permit Bunge-Switzerland to accrue additional reserves. In addition, Bunge-Switzerland is required to create a special reserve on its stand-alone annual statutory balance sheet in the amount of the purchase price of registered shares any of its group
 
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companies repurchases, which amount may not be used for dividends or subsequent repurchases. Own shares held directly by Bunge-Switzerland are presented on the stand-alone annual statutory balance sheet as a reduction of total shareholders’ equity.
Swiss companies generally must maintain a separate company, stand-alone “statutory” balance sheet for the purpose of, among other things, determining the amounts available for the return of capital to shareholders, including by way of a distribution of dividends. Bunge-Switzerland’s auditor must confirm that a dividend proposal made to shareholders complies with the requirements of the Swiss Code and Bunge-Switzerland’s articles of association. Dividends are usually due and payable shortly after the shareholders have passed a resolution approving the payment; however, it is also possible to pay dividends or other distributions in, for example, quarterly instalments. Bunge-Switzerland’s articles of association provide that dividends that have not been claimed within five years after the due date become the property of Bunge-Switzerland and are allocated to the statutory profit reserves. For information about deduction of the withholding tax from dividend payments, see “Certain Tax Considerations of the Redomestication — Swiss Tax Considerations.”
Bunge-Switzerland is expected to declare any distribution of dividends and other capital distributions in U.S. dollars.
Repurchases of Registered Shares
The Swiss Code limits a company’s ability to hold or repurchase its own registered shares. Bunge-Switzerland and its group companies may only repurchase shares if and to the extent that sufficient freely distributable reserves are available, as described above. The aggregate par value of all Bunge-Switzerland registered shares held by Bunge-Switzerland and its group companies may not exceed 10% of the registered share capital. However, Bunge-Switzerland may repurchase its own registered shares beyond the statutory limit of 10% if the shareholders have passed a resolution at a general meeting of shareholders (including as part of the capital band provision included in Bunge-Switzerland’s articles of association) authorizing the Board of Directors to repurchase registered shares in an amount in excess of 10% and the repurchased shares are dedicated for cancellation. Any registered shares repurchased pursuant to such an authorization will then be cancelled either upon the approval of shareholders holding a majority of votes cast at a general meeting (whereby abstentions, broker nonvotes, blank or invalid ballots shall be disregarded for purposes of establishing the majority) or, if the authorization is contained in the capital band provision of Bunge-Switzerland’s articles of association, upon Bunge-Switzerland’s Board of Directors effecting the cancellation based on the authority granted to it in the capital band provision. Repurchased registered shares held by Bunge-Switzerland or its group companies do not carry any rights to vote at a general meeting of shareholders but are entitled to the economic benefits generally associated with the shares. For information about withholding tax and share repurchases, see “Certain Tax Considerations of the Redomestication — Swiss Tax Considerations.”
Reduction of Share Capital
Capital distributions may also take the form of a distribution of cash or property that is based upon a reduction of Bunge-Switzerland’s share capital recorded in the commercial register. Such a capital reduction requires the approval of shareholders holding a majority of votes cast at a general meeting (whereby abstentions, broker nonvotes, blank or invalid ballots shall be disregarded for purposes of establishing the majority). A special audit report must confirm that creditors’ claims remain fully covered despite the reduction in the share capital recorded in the commercial register. On or before the approval by the general meeting of shareholders of the capital reduction, the Board of Directors must give public notice of the capital reduction resolution in the Swiss Official Gazette of Commerce and notify creditors that they may request, within thirty days, satisfaction of or security for their claims (to the extent that the coverage of creditors’ claims prior to the capital reduction has been reduced). The obligation to provide security does not apply if the reduction of the share capital does not jeopardize the satisfaction of the creditors’ claims. If an unqualified special audit report is available, the law presumes that creditors’ claims are not jeopardized. The presumption may be rebutted by creditors in exceptional circumstances.
 
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General Meetings of Shareholders
The general meeting of shareholders is Bunge-Switzerland’s supreme corporate body. Ordinary and extraordinary shareholders’ meetings may be held. Among other things, the following powers will be vested exclusively in the general meeting of shareholders:

adoption and amendment of Bunge-Switzerland’s articles of association;

election of the chair and the members of the Board of Directors, the members of the compensation committee, the auditor and the independent voting rights representative;

approval of the annual management report, the stand-alone statutory financial statements and the consolidated financial statements;

approval on the allocation of profit shown on the balance sheet contained in the stand-alone statutory financial statements of the company, in particular the determination of dividend and other capital distributions to shareholders (including by way of repayment of statutory capital reserve (such as in the form of qualifying capital contribution reserves));

discharge of the members of the Board of Directors and the persons entrusted with management from liability for business conduct to the extent such conduct is known to the shareholders;

the approval of the compensation of the Board of Directors and the executive management team pursuant to the articles of association, and the advisory vote on the report (established under Swiss law) pertaining to the compensation of the company’s Board of Directors and executive management in the prior fiscal year;

the delisting of Bunge-Switzerland’s equity securities;

the approval of the report on non-financial matters pursuant to article 964c of the Swiss Code; and

any other resolutions that are submitted to a general meeting of shareholders pursuant to law, Bunge-Switzerland’s articles of association or by voluntary submission by the Board of Directors (unless a matter is within the exclusive competence of the Board of Directors pursuant to the Swiss Code).
Under the Swiss Code and Bunge-Switzerland’s articles of association, Bunge-Switzerland must hold an annual, ordinary general meeting of shareholders within six months after the end of its fiscal year for the purpose, among other things, of approving the annual (standalone and consolidated) financial statements and the annual management report, annually electing the chair of the Board of Directors and the Directors, the members of the compensation committee, and annually approving the maximum aggregate compensation payable to the Board of Directors and the members of the executive management team. The invitation to general meetings may, at the election of the Board of Directors, be published in the Swiss Official Gazette of Commerce, be included in the proxy statement filed in connection with the relevant ordinary general meeting, or given to the most recent contact information of the shareholder at least 20 calendar days prior to the relevant general meeting of shareholders. No resolutions may be passed at a shareholders’ meeting concerning agenda items for which proper notice was not given. This does not apply, however, to proposals made during a shareholders’ meeting to convene an extraordinary meeting, to initiate a special investigation or to elect an auditor. No previous notification will be required for proposals concerning items included on the agenda or for debates as to which no vote is taken.
Annual general meetings of shareholders may be convened by the Board of Directors or, under certain circumstances, by the auditor. A general meeting of shareholders can be held in Switzerland or abroad. Bunge-Switzerland expects to set the record date for each general meeting of shareholders on a date not more than 20 calendar days prior to the date of each general meeting and announce the date of the general meeting of shareholders prior to the record date.
An extraordinary general meeting of Bunge-Switzerland may be called in the circumstances provided by law, the resolution of the Board of Directors or, under certain circumstances, by the auditor. In addition, the Board of Directors is required to convene an extraordinary general meeting of shareholders if so resolved by the general meeting of shareholders, or if so requested by shareholders holding an aggregate of at least 5% of the registered shares or votes, specifying the items for the agenda and their proposals. The Board of Directors may include any additional agenda items or proposals. If the Board of Directors does not
 
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comply with the request to publish the notice of the extraordinary general meeting within a reasonable period of time, but at the latest within 60 days, the requesting shareholders may request the court to order that the meeting be convened.
Under Bunge-Switzerland’s articles of association, shareholders who hold, alone or together, at least 0.5 percent of the share capital or votes and are insofar recorded in the share register may request that an item be included on the agenda of a general meeting of shareholders. Such shareholder may also nominate one or more directors for election. A request for inclusion of an item on the agenda must be in writing and received by Bunge-Switzerland at least 120 but not more than 150 calendar days prior to the meeting. To nominate a nominee, the shareholder must, no earlier than 150 calendar days and no later than 120 calendar days prior to the first anniversary of the date (as stated in the Bunge-Switzerland proxy materials) on which the Bunge-Switzerland definitive proxy statement for the prior year’s annual general meeting was first released to Bunge-Switzerland’s shareholders, deliver a notice to, and such notice must be received by, Bunge-Switzerland at its registered office; provided, however, that if the annual general meeting is not scheduled to be held within a period beginning 30 days before such anniversary date and ending 30 days after such anniversary date, the notice shall be given in the manner provided herein by the later of the close of business on the date that is 180 days prior to such other meeting date or the tenth day following the date that Bunge-Switzerland first makes public disclosure regarding such other meeting date. The request must specify the relevant agenda items and proposals, together with evidence of the required shares recorded in the share register, as well as any other information as would be required to be included in a proxy statement pursuant to the rules of the SEC.
Under the Swiss Code, a general meeting of shareholders for which a notice of meeting has been duly published may not be adjourned without publishing a new notice of meeting.
Voting
Each Bunge-Switzerland registered share carries one vote at a general meeting of shareholders. Voting rights may be exercised by shareholders registered in Bunge-Switzerland’s share register, through the independent voting rights representative elected by shareholders at each annual general meeting, their legal representative or, on the basis of a written proxy, by any other representative who need not be a shareholder.
Shareholders wishing to exercise their voting rights who hold their shares through a broker, bank or other nominee should follow the instructions provided by such broker, bank or other nominee or, absent instructions, contact such broker, bank or other nominee for instructions. Shareholders holding their shares through a broker, bank or other nominee will not automatically be registered in Bunge-Switzerland’s share register. If any such shareholder wishes to be registered in Bunge-Switzerland’s share register, such shareholder should contact the broker, bank or other nominee through which it holds Bunge-Switzerland shares.
Bunge-Switzerland’s articles of association do not limit the number of registered shares that may be voted by a single shareholder.
Treasury shares, whether owned by Bunge-Switzerland or one of Bunge-Switzerland’s controlled subsidiaries, will not be entitled to vote at general meetings of shareholders.
Pursuant to the Swiss Code, shareholders have the exclusive right to determine the following matters:

adoption and amendment of Bunge-Switzerland’s articles of association;

election of members of the Board of Directors, its chair, the members of the compensation committee, the independent voting rights representative, and the statutory auditor;

approval of the annual management report, the stand-alone statutory financial statements and the consolidated financial statements;

approval on the allocation of profit shown on the balance sheet contained in the stand-alone statutory financial statements of the company, in particular the determination of dividend and other capital distributions to shareholders (including by way of repayment of statutory capital reserve (such as in the form of qualifying capital contribution reserves);
 
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discharge of the members of the Board of Directors and the persons entrusted with management from liability for previous business conduct to the extent such conduct is known to the shareholders;

the approval of the compensation of the Board of Directors and the executive management team pursuant to the articles of association, and the advisory vote on the report (established under Swiss law) pertaining to the compensation of the Board of Directors and executive management in the prior fiscal year;

the delisting of Bunge-Switzerland’s equity securities;

the approval of the report on non-financial matters pursuant to article 964c of the Swiss Code; and

any other resolutions that are submitted to a general meeting of shareholders pursuant to law, Bunge-Switzerland’s articles of association or by voluntary submission by the Board of Directors (unless a matter is within the exclusive competence of the Board of Directors pursuant to the Swiss Code).
Pursuant to Bunge-Switzerland’s articles of association, the shareholders generally pass resolutions by the affirmative vote of a majority of the votes cast at the meeting (broker non-votes, abstentions and blank and invalid ballots will be disregarded), unless otherwise provided by law or Bunge-Switzerland’s articles of association. In an election where the number of candidates exceeds the number of seats to be filled in accordance with the invitation for the general meeting, the candidates are elected by a plurality of the votes cast at the general meeting, such that the candidates receiving the most affirmative votes (up to the number of candidates to be elected) are elected and a majority of votes cast shall not be a prerequisite to the election.
In addition, the NYSE requires a shareholder vote for certain matters such as:

the approval of equity compensation plans (or certain amendments to such plans);

the issuance of shares equal to or in excess of 20% of the voting power of the shares outstanding before the issuance of such shares (subject to certain exceptions, such as public offerings for cash and certain bona fide private placements);

certain issuances of shares to related parties; and

issuances of shares that would result in a change of control.
For these types of matters, the minimum vote which will constitute shareholder approval for NYSE listing purposes is the approval by a majority of votes cast, provided that the total vote cast on the proposal represents over 50% in interest of all securities entitled to vote on the proposal.
The Swiss Code requires the affirmative vote of at least two-thirds of the voting rights and a majority of the par value of the registered shares, each as represented at a general meeting to approve the following matters:

the amendment to or the modification of the corporate purpose of Bunge-Switzerland;

the consolidation of shares listed on a stock exchange;

an increase in share capital through the conversion of equity surplus, against contributions in kind or by way of set-off with a receivable and the granting of special privileges;

the limitation or withdrawal of subscription rights;

the introduction of, amendments to or an extension of a conditional share capital or a capital band;

the restriction of the transferability of registered shares and the cancellation of such a restriction;

the introduction of shares with privileged voting rights;

the change of currency of the share capital;

the introduction of the casting vote of the acting chair in the general meeting;

the delisting of Bunge-Switzerland’s equity securities;

the relocation of the place of incorporation and residence of Bunge-Switzerland;
 
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the introduction of an arbitration provision in the articles of association; and

the dissolution of Bunge-Switzerland.
The same supermajority voting requirements apply to resolutions in relation to transactions among corporations based on the Federal Act on Mergers, Demergers, Transformations and the Transfer of Assets (the “Merger Act”), including a merger, demerger or conversion of a corporation (other than a cash-out or certain squeeze-out mergers, in which minority shareholders of the company being acquired may be compensated in a form other than through shares of the acquiring company, for instance, through cash or securities of a parent company of the acquiring company or of another company — in such a merger, an affirmative vote of 90% of the outstanding registered shares is required). Swiss law may also impose a supermajority requirement of at least two-thirds of the voting rights and a majority of the par value of the registered shares, each as represented at a general meeting, in connection with the sale of “all or substantially all of its assets” by Bunge-Switzerland. See “— Compulsory Acquisitions; Appraisal Rights” and “Comparison of Rights of Shareholders — Shareholder Approval of Business Combinations.”
Proxy Access
For any general meeting, a shareholder may submit a request to Bunge-Switzerland to include a nominee in the company’s proxy statement. A request for inclusion of a nominee must be in writing and received by Bunge-Switzerland at least 120 but not more than 150 calendar days prior to the anniversary of the general meeting for the preceding year. If the shareholder’s request includes all required information and documents, Bunge-Switzerland shall include in its proxy statement the name of the shareholder’s nominee for election, any required disclosures about the shareholder’s nominee, and the shareholder’s statement of support for the nominee (which may not exceed 500 words). Bunge-Switzerland may also include, in its exclusive discretion, additional information relating to the nominee, including any statement in opposition to the nomination.
Say on Pay
Bunge-Switzerland is required to hold non-binding shareholder advisory votes on executive compensation required by SEC rules. Bunge-Switzerland holds these advisory votes on an annual basis. In addition, under Swiss law, Bunge-Switzerland is required to hold annual binding shareholder votes on the prospective maximum aggregate amount of compensation of each of Board of Directors (for the period between annual meetings) and the executive management team (for the fiscal year commencing after the annual general meeting at which ratification is sought). Shareholders are further required to vote at each annual general meeting, on an advisory basis, on the compensation report (established under Swiss law) regarding the compensation of the members of the Board of Directors and the executive management team in the preceding fiscal year.
Environmental, Social and Governance (“ESG”) Matters
Pursuant to article 964a et seq. of the Swiss Code, Bunge-Switzerland will be required to establish a report on non-financial matters covering the following matters: (1) environmental matters, in particular the CO2 goals; (2) social issues; (3) employee-related issues; (4) respect for human rights; and (5) combating corruption. The report must contain the information required to understand the business performance, the business result, the state of the undertaking and the effects of its activity on the above non-financial matters.
More particularly, the report must include: (1) a description of the business model; (2) a description of the policies adopted in relation to the matters referred to above, including the due diligence applied; (3) a presentation of the measures taken to implement these policies and an assessment of the effectiveness of these measures; (4) a description of the main risks related to the above matters and how the undertaking is dealing with these risks; in particular (a) risks that arise from the undertaking’s own business operations, and (b) provided this is relevant and proportionate, risks that arise from its business relationships, products or services; and (5) the main performance indicators for the undertaking’s activities in relation to the above matters.
The Board of Directors will be required to submit the report to shareholders for approval by the annual general meeting, for the first time in 2024 in relation to financial year 2023.
 
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Quorum for General Meetings
Pursuant to Bunge-Switzerland’s articles of association, the presence of shareholders at the commencement of a general meeting, in person or by proxy, holding at least a majority of the registered shares recorded in Bunge-Switzerland’s share register and generally entitled to vote at a meeting, is a quorum for the adoption of any resolution or election at such general meeting. The Board of Directors has no authority to waive the quorum requirements stipulated in the articles of association.
Inspection of Books and Records
Under the Swiss Code, a shareholder has a right to inspect the share register with regard to its, his or her own shares and otherwise to the extent necessary to exercise its, his or her shareholder rights. No other person has a right to inspect the share register. The books and correspondence of a Swiss company may be inspected with the express authorization of the general meeting of shareholders or by resolution of the Board of Directors and subject to the safeguarding of the company’s business secrets. At a general meeting of shareholders, any shareholder is entitled to request information from the Board of Directors concerning the affairs of the company. Shareholders may also ask the auditor questions regarding its audit of the company. The Board of Directors and the auditor must answer shareholders’ questions to the extent necessary for the exercise of shareholders’ rights and subject to prevailing business secrets or other material interests of Bunge-Switzerland.
Special Investigation
If the shareholders’ inspection and information rights as outlined above prove to be insufficient, any shareholder may propose to the general meeting of shareholders that specific facts be examined by a special commissioner in a special investigation. If the general meeting of shareholders approves the proposal, Bunge-Switzerland or any shareholder may, within three months after the general meeting of shareholders, request the court at Bunge-Switzerland’s registered office to appoint a special commissioner. If the general meeting of shareholders rejects the request, one or more registered shareholders representing at least 5% of the share capital or voting rights may request the court to appoint a special commissioner. The court will issue such an order if the petitioners can demonstrate that the Board of Directors, any member of the Board of Directors or an officer of Bunge-Switzerland infringed the law or Bunge-Switzerland’s articles of association and thereby damaged the company or the shareholders. The costs of the investigation would generally be allocated to Bunge-Switzerland and only in exceptional cases to the petitioners.
Compulsory Acquisitions; Appraisal Rights
Business combinations and other transactions that are binding on all shareholders are governed by the Merger Act. A statutory merger or demerger requires that at least two-thirds of the registered shares and a majority of the par value of the registered shares represented at the general meeting of shareholders vote in favor of the transaction. Under the Merger Act, a “demerger” may take two forms:

a legal entity may divide all of its assets and transfer such assets to other legal entities, with the shareholders of the transferring entity receiving equity securities in the acquiring entities and the transferring entity dissolving upon deregistration in the commercial register; or

a legal entity may transfer all or a portion of its assets to other legal entities, with the shareholders of the transferring entity receiving equity securities in the acquiring entities.
If a transaction under the Merger Act receives all of the necessary consents, all shareholders would be compelled to participate in the transaction. See “— Voting.”
Swiss companies may be acquired by an acquirer through the direct acquisition of the share capital of the Swiss company. With respect to corporations limited by shares, such as Bunge-Switzerland, the Merger Act provides for the possibility of a so-called “cash-out” or “squeeze-out” merger if the acquirer controls 90% of the outstanding registered shares. In these limited circumstances, minority shareholders of the company being acquired may be compensated in a form other than through shares of the acquiring company (for instance, through cash or securities of a parent company of the acquiring company or of another company). For business combinations effected in the form of a statutory merger or demerger and subject to Swiss law, the
 
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Merger Act provides that if the equity rights have not been adequately preserved or compensation payments in the transaction are unreasonable, a shareholder may request the competent court to determine a reasonable amount of compensation.
In addition, under Swiss law, the sale of “all or substantially all of its assets” by Bunge-Switzerland may require a resolution of the general meeting of shareholders passed by holders of at least two-thirds of the voting rights and a majority of the par value of the registered shares, each as represented at the general meeting of shareholders. Whether or not a shareholder resolution is required depends on the particular transaction, including whether the following test is satisfied:

the company sells a core part of its business, without which it is economically impracticable or unreasonable to continue to operate the remaining business;

the company’s assets, after the divestment, are not invested in accordance with the company’s statutory business purpose; and

the proceeds of the divestment are not earmarked for reinvestment in accordance with the company’s business purpose but, instead, are intended for distribution to shareholders or for financial investments unrelated to the company’s business.
If all of the foregoing apply, a shareholder resolution would likely be required.
Anti-Takeover Provisions
Bunge-Switzerland’s articles of association have provisions that could have an anti-takeover effect. These provisions are intended to enhance the likelihood of continuity and stability in the composition of the Board of Directors and in the policies formulated by the Board of Directors and may have the effect of discouraging actual or threatened changes of control by limiting certain actions that may be taken by a potential acquirer prior to its having obtained sufficient control to adopt a special resolution amending Bunge-Switzerland’s articles of association.
Under the Swiss Code, directors may at any time, with or without cause, be removed from office by resolution of the shareholders at a general meeting of shareholders holding the majority of the votes cast at the general meeting (whereby abstentions, broker nonvotes, blank or invalid ballots shall be disregarded for purposes of establishing the majority), provided that a proposal for such resolution has been put on the agenda for the meeting in accordance with the requirements of the Swiss Code and Bunge-Switzerland’s articles of association.
Under Swiss law, there is generally no prohibition of business combinations with interested shareholders. Any transactions of a company with interested shareholders must be done at arm’s length terms and may not be unduly discriminatory to other shareholders. In certain circumstances, shareholders and members of the Board of Directors of Swiss companies, as well as certain persons associated with them, must refund any payments they receive that are not made on an arm’s length basis.
Upon completion of the Redomestication, Bunge-Switzerland’s articles of association will include a capital band provision, according to which the Board of Directors is authorized, at any time until [•], 2028, to limit or withdraw the subscription rights of the existing shareholders in various circumstances.
For other provisions that could be considered to have an anti-takeover effect, in addition to “— Subscription Rights and Advance Subscription Rights” and “— General Meetings of Shareholders” above, see “— Corporate Purpose” below.
Legal Name; Formation; Fiscal Year; Registered Office
The legal and commercial name of Bunge-Switzerland is Bunge Global SA. Bunge-Switzerland was initially formed on February 14, 2023. Bunge-Switzerland is incorporated and domiciled in Geneva, Switzerland, and operates under the Swiss Code as a stock corporation (Aktiengesellschaft/ Société Anonyme). Bunge-Switzerland is recorded in the Commercial Register of the Canton of Geneva with the registration number CHE-318.451.510. Bunge-Switzerland’s fiscal year is the calendar year.
 
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The address of Bunge-Switzerland’s registered office and principal executive office is Route de Florissant 13, c/o Bunge SA, 1206 Geneva, Switzerland, and the telephone number at that address is +41- 22 592 91 00.
Corporate Purpose
Currently, Bunge-Switzerland is a subsidiary of Bunge-Bermuda. Upon completion of the Redomestication, Bunge-Switzerland will become the new holding company of the Bunge group of companies. Bunge-Switzerland’s amended business purpose will be to acquire, hold, manage, exploit and sell, whether directly or indirectly, participations in businesses in Switzerland and abroad including, without limitation, the development, processing and marketing of agricultural fuel and other products and services. Bunge-Switzerland may engage in all other types of transactions that appear appropriate to promote, or are related to, the business purpose of the company. Bunge-Switzerland may acquire, hold, manage, mortgage and sell real estate and intellectual property rights in Switzerland and abroad and may also own or fund other companies, in Switzerland or abroad, in any type of business.
Duration; Dissolution; Rights upon Liquidation
Bunge-Switzerland’s duration is unlimited. Bunge-Switzerland may be dissolved at any time with the approval of shareholders holding two-thirds of the voting rights and a majority of the par value of the registered shares, each as represented at a general meeting. Dissolution by court order is possible if Bunge-Switzerland becomes bankrupt, or for cause at the request of shareholders holding at least 10% of Bunge-Switzerland’s share capital. Under Swiss law, any surplus arising out of liquidation, after the settlement of all claims of all creditors, will be distributed to shareholders in proportion to the paid-up par value of registered shares held, with the difference between the par value plus qualifying capital contributions reserves and the amount of the distribution being subject to Swiss withholding tax requirements of 35%, all or part of which can potentially be reclaimed under the relevant tax rules in Switzerland or double taxation treaties concluded between Switzerland and foreign countries. Bunge-Switzerland’s shares carry no privilege with respect to such liquidation surplus.
Uncertificated Shares
Bunge-Switzerland currently issues registered shares in uncertificated, book-entry form.
Stock Exchange Listing
Upon the completion of the Redomestication, the registered shares will be listed on the New York Stock Exchange and trade under the symbol “BG.”
No Sinking Fund
The registered shares have no sinking fund provisions.
No Liability for Further Calls or Assessments
The registered shares to be issued in the Redomestication will be duly and validly issued, fully paid and non-assessable.
No Redemption and Conversion
The registered shares are not convertible into shares of any other class or series or subject to redemption either by Bunge-Switzerland or the holder of the shares.
Transfer and Registration of Shares
No restrictions apply to the transfer of Bunge-Switzerland registered shares. So long as and to the extent that Bunge-Switzerland’s shares are intermediated securities within the meaning of the Swiss Federal Intermediated Securities Act, (i) any transfer of Bunge-Switzerland’s shares is effected by a corresponding entry in the securities deposit account of a bank or a depository institution, (ii) no Bunge-Switzerland shares
 
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can be transferred by way of assignment, and (iii) a security interest in any Bunge-Switzerland shares cannot be granted by way of assignment. Any person who acquires Bunge-Switzerland’s shares may submit a request to Bunge-Switzerland to be entered into the share register as a shareholder with voting rights, provided such persons expressly declare that they have acquired the shares in their own name and for their own account, that there is no agreement on the redemption of the shares and that they bear the economic risk associated with the shares. The Board of Directors may record nominees who hold shares in their own name, but for the account of third parties, as shareholders of record with voting rights in the share register of the Company. Beneficial owners of shares who hold shares through a nominee exercise the shareholders’ rights through the intermediation of such nominee. Bunge-Switzerland’s share register will initially be kept by Computershare Inc., which acts as transfer agent and registrar. The share register reflects only record owners and usufructuaries of Bunge-Switzerland shares. Swiss law does not recognize fractional share interests.
 
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THE ACQUISITION
Overview
On June 13, 2023, Bunge entered into the Business Combination Agreement with Viterra and the Sellers. Pursuant to the Business Combination Agreement, Bunge has committed to acquire all of the issued and outstanding shares of Viterra, subject to the terms and conditions of the Business Combination Agreement.
Under the terms of the Business Combination Agreement, subject to the satisfaction or waiver of specified conditions, Bunge will acquire Viterra and all of its subsidiaries through the direct acquisition of 100% of the Viterra Shares. Immediately following the Closing of the Acquisition, Viterra will become a wholly owned subsidiary of Bunge Global SA (assuming the Redomestication is approved and completed before the Closing). The Board of Directors has unanimously determined that the Business Combination Agreement is fair to, and in the best interest of, Bunge and its shareholders and has approved and declared advisable the Business Combination Agreement and the Acquisition.
If the Acquisition is completed, the aggregate consideration for the Acquisition in exchange for all the issued and outstanding Viterra Shares will consist of (i) the Share Consideration and (ii) the Cash Consideration. The Bunge Shares to be issued in connection with the Acquisition will be registered under Swiss law in the event the Redomestication has occurred prior to the consummation of the Acquisition.
Bunge has secured a total of $8.0 billion in acquisition debt financing in the form of a $7.7 billion financing commitment from a consortium of lenders and a $300 million delayed draw term loan. Bunge expects to use a portion of the debt financing for the repayment of certain indebtedness of Viterra, totaling approximately $6.6 billion, which is expected to be repaid at Closing. For more information regarding the debt financing, see “Financing — Bunge Financing.”
The combined company will operate as Bunge (NYSE: BG) with operational headquarters in St. Louis, Missouri. Viterra’s current headquarters in Rotterdam will be an important commercial location in the future of the combined company.
Parties to the Acquisition
Bunge-Bermuda:   Bunge Limited is an exempted company limited by shares incorporated under the laws of Bermuda. We are registered with the Registrar of Companies in Bermuda under registration number EC20791. We trace Bunge’s history back to 1818 when we were founded as a trading company in Amsterdam, Netherlands. We are a holding company and substantially all of our operations are conducted through our subsidiaries. Our corporate headquarters are located at 1391 Timberlake Manor Parkway, Chesterfield, Missouri, 63017, United States of America, and our telephone number is (314) 292-2000. Our registered office is located at 2 Church Street, Hamilton, HM 11, Bermuda.
If the Redomestication is completed prior to the Closing, Bunge-Switzerland will be a party to the Acquisition as our successor. See “Summary of the Redomestication — Parties to the Redomestication — Bunge-Switzerland.”
Viterra:   Viterra Limited is a private company limited by shares incorporated under the laws of Jersey with registration number 119669. Viterra is a food and feed supply company with an agricultural network spanning 37 countries. Viterra has used its extensive network to become one of the largest producer-facing businesses in the industry, storing, transporting and processing grains and other natural resources to the exact specifications of its valued customers. The registered office of Viterra is located at 3rd Floor, 44 Esplanade, St Helier, JE4 9WG, Jersey.
The Sellers:
Glencore:   Danelo Limited is a private company incorporated in Jersey with registration number 119668. Glencore is 100% beneficially owned by Glencore plc, one of the world’s largest global diversified natural resource companies. The registered office of Glencore is located at 26 New Street, St Helier, JE2 3RA, Jersey.
 
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CPP Investments:   CPPIB Monroe Canada Inc. is a Canadian corporation with registration number 968142-6. CPP Investments is 100% beneficially owned by Canada Pension Plan Investment Board, a Canadian federal Crown corporation. The registered office of CPP Investments is located at One Queen Street East, Suite 2500, Toronto ON, M5C 2W5 Canada.
BCI:   Venus Investment Limited Partnership is a limited partnership formed under the laws of the Province of Manitoba, Canada. The general partner of BCI is Venus Investment GP Inc., a Canadian corporation, which is 100% beneficially owned by British Columbia Investment Management Corporation, a British Columbia statutory corporation. The registered office of BCI is located at 2200-201 Portage Avenue, Winnipeg, Manitoba, R3B 3L3.
Ocorian:   Ocorian Limited is a private company incorporated in Jersey with registration number 52417 and is a party to the Business Combination Agreement solely in its capacity as trustee of the Viterra Employee Benefit Trust. The registered office of Ocorian is located at 26 New Street, St Helier, JE2 3RA, Jersey.
Background of the Acquisition
The following chronology summarizes the key meetings and events that led to the signing of the Business Combination Agreement. The following chronology does not purport to catalogue every conversation involving Bunge, Viterra, the Sellers and their respective representatives.
In the ordinary course, the Board of Directors, acting independently and with the advice of Bunge management, regularly reviews and assesses Bunge’s operations, financial performance and industry conditions in light of the current business and economic environment and in consideration of Bunge’s long-term business strategy to enhance value for its shareholders. Such reviews and assessments include periodic meetings or consultations with third-party advisors. From time to time, the Board of Directors and Bunge management teams have evaluated and considered a variety of potential financial and strategic options for growth opportunities, including potential acquisitions, business combinations and other transactions, in light of industry developments and changing economic and market conditions.
Beginning in September 2021 and periodically thereafter, over the course of several months, Bunge and Viterra engaged in discussions about a potential transaction involving the two companies. On September 9, 2021, Bunge and Viterra entered into a mutual confidentiality agreement to evaluate and negotiate such potential transaction. Bunge was simultaneously exploring other acquisition opportunities, including the acquisition of the grain and ingredients business of Gavilon Agriculture Investments, Inc. (“Gavilon”). On January 26, 2022, Viterra announced it had entered into a stock purchase agreement with Marubeni America Corporation to acquire Gavilon. Bunge elected to discontinue discussions with Viterra in light of Viterra’s pending acquisition of Gavilon and notified Viterra on February 24, 2022 to return or destroy any confidential information it received from Bunge under the confidentiality agreement. On October 3, 2022, Viterra completed its acquisition of Gavilon.
Following the completion of Viterra’s acquisition of Gavilon, between October and November 2022, Bunge management, representatives of BofA Securities and Latham & Watkins LLP (“Latham”), legal advisor to Bunge, and a group of certain members of the Board of Directors, including Mark Zenuk, the current Chair of the Board of Directors (such group, the “Board Working Group”), met periodically to evaluate Bunge’s potential acquisition of Viterra (the “Proposed Transaction”). They reviewed Viterra’s recent financial performance and commercial activity and discussed the strategic rationale for the Proposed Transaction. They also discussed potential governance and control issues that could arise in connection with the Proposed Transaction. The Board Working Group was formed for purposes of promptly responding to developments related to the Proposed Transaction and the Board of Directors approved all material decisions related to the Proposed Transaction as the Board of Directors retained the authority to make final decisions with respect to the Proposed Transaction.
On October 11, 2022, Bunge and Viterra entered into a mutual confidentiality agreement in order to explore the Proposed Transaction.
On November 4, 2022, Mr. Heckman and David Mattiske, the Chief Executive Officer of Viterra, spoke on the telephone about the possibility of the parties pursuing the Proposed Transaction.
 
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On November 6, 2022, the Board of Directors held a special meeting via video conference, with members of Bunge management and representatives of BofA Securities and Latham to discuss the Proposed Transaction. During the meeting, Bunge management provided an overview of Viterra’s business and discussed the strategic rationale for the Proposed Transaction. The Board of Directors discussed the potential impact of the Proposed Transaction on the combined company’s credit ratings. The Board of Directors also discussed valuation, consideration, certainty of closing and governance matters that would be embodied in any shareholder’s agreement that may be entered into in connection with the Proposed Transaction, including provisions relating to share transfer restrictions, standstills, voting obligations and customary restrictive covenants. The BofA Securities representatives reviewed the preliminary financial aspects of the Proposed Transaction with the Board of Directors and discussed how Viterra’s acquisition of Gavilon impacts the financial analysis of the Proposed Transaction and the assumptions underlying such financial analysis. After considering and discussing the Proposed Transaction, the Board of Directors unanimously approved the submission of a proposal to Viterra contemplating (i) issuing equity amounting to approximately 30% ownership in the combined company (prior to giving effect to any share buyback program by Bunge) and cash consideration of $2.2 billion, (ii) that the Sellers would be entitled to collectively appoint three directors to the board of directors of the combined company, which would consist of 12 directors and (iii) that each Seller would enter into agreements providing for certain shareholder rights and obligations, including transfer restrictions for one year, standstill provisions until such Seller’s ownership in the combined company fell below a mutually agreed threshold, customary restrictive covenants for a customary period and customary registration rights (such proposal, the “Initial Proposal”). In addition, the Board of Directors authorized Bunge management to engage in subsequent negotiations consistent with the discussion of the Proposed Transaction’s key terms at the meeting (including as to valuation, governance matters and appropriate protective provisions that would apply following closing of the Proposed Transaction), provided that the final terms of the Proposed Transaction would be subject to approval by the Board of Directors.
On November 16, 2022, Bunge delivered the Initial Proposal in writing to Viterra. In addition, on the same day, BofA Securities submitted a relationship disclosure letter to the Board of Directors, and the Board of Directors determined on this basis that there were no conflicts of interest that would affect the ability of BofA Securities to fulfill its responsibilities as financial advisor to Bunge.
On December 14, 2022, the Sellers responded to the Initial Proposal (the “December Counterproposal”), proposing that (i) the consideration offered by Bunge was insufficient and Bunge should pay the Sellers consideration reflecting a higher valuation of Viterra, to be delivered in a mix of stock and cash to be discussed by the parties, (ii) Glencore and CPP Investments, collectively, would be entitled to nominate four directors to the board of directors of the combined company, (iii) BCI would receive a board observer seat and information rights, (iv) transfer restrictions and standstill obligations would be limited to one year after the closing of the Proposed Transaction and (v) the Sellers would not be subject to any restrictions or obligations with respect to voting of their shares after consummation of the Proposed Transaction.
On December 22, 2022, representatives of Bunge met with representatives of the Sellers via video conference to discuss the differences in their positions in the Initial Proposal and the December Counterproposal. Among other things, the parties discussed the governance and leadership of the combined company, the restriction on the Sellers’ ability to acquire additional shares of the combined company and the standstill and voting obligations of the Sellers. The parties also discussed their views on valuation and consideration and agreed that Bunge would send a revised proposal to the Sellers.
On December 27, 2022, Bunge management updated the Board Working Group of such discussions, and the Board Working Group approved the submission of a revised proposal. The revised proposal offered the same valuation set forth in the Initial Proposal, with stock consideration equal to approximately 30% of the combined company (prior to giving effect to any share buyback program by Bunge) and additional cash consideration equal to one-third of the value of the stock consideration. The revised proposal also contemplated that (i) each of Glencore and CPP Investments would have the right to nominate two persons to the board of directors of the combined company, subject to continuing to satisfy certain stock ownership thresholds, (ii) each Seller would agree to a standstill, so long as such shareholder owns at least 5% of the stock of the combined company, and would agree to general transfer restrictions for one year and (iii) the Sellers would affirmatively vote for the slate of directors nominated by the combined company, including the directors who are not nominated by the Sellers. Bunge management sent the revised proposal to Viterra on December 29, 2022.
 
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Between January 4 and February 16, 2023, representatives of Bunge, CPP Investments, Glencore and Viterra met several times, via video conference, telephone and in person, to discuss Bunge’s strategic vision for the combined company, including leadership of, and succession planning for, the combined company, the Sellers’ position with respect to certain post-closing covenants and the process for approval of the Proposed Transaction. Despite the lack of agreement on certain key transaction terms, the parties agreed to proceed to draft transaction documents based on their discussions and the proposals previously exchanged.
In the second and third weeks of February 2023, Bunge and Viterra delivered due diligence request lists to one another, requesting customary business, financial, accounting and legal information. Representatives of Bunge and Viterra held regular meetings via video conference to discuss the status of the due diligence requests and population of their respective data rooms. On February 19, 2023, Bunge and Viterra entered into a mutual clean team agreement in order to exchange potentially competitively sensitive information in the diligence process. Over the course of the next several months, representatives of Bunge, Viterra, Latham and Viterra’s outside legal counsel held multiple diligence sessions to discuss the business, legal, tax, accounting and financial matters related to the Proposed Transaction. During this time, Bunge and Viterra communicated regularly to update their respective due diligence request lists, identify the key requests and report on the status of diligence.
On February 22 and 23, 2023, the Board of Directors held in-person meetings, with members of Bunge management, at which they discussed the economics of the Proposed Transaction, projected pro forma financials of the combined company and potential synergy and efficiency opportunities identified to date.
On February 24, 2023, Latham sent initial drafts of the Business Combination Agreement and the Shareholder Agreements to Weil, Gotshal & Manges LLP (“Weil”), legal advisor to the Sellers.
In March 2023, representatives of Bunge, CPP Investments and Glencore and their respective advisors met several times to review and discuss Bunge’s and Viterra’s respective footprints, strategic initiatives and business models, the operating model for the combined company, the proposed timing of the Redomestication, the composition of the board of directors of the combined company, the status of diligence and the valuation of Viterra. The parties and their advisors also discussed key issues in the transaction documents, including joint control of regulatory strategy and process, reciprocal purchase price adjustments, “locked box” mechanisms applicable to each of Viterra and Bunge, and post-closing governance, standstill and voting obligations. The parties were unable to reach an agreement on many of the key issues, including valuation, regulatory terms and standstill and governance provisions. Bunge management and representatives of BofA Securities regularly updated the Board Working Group on the ongoing discussions with the Sellers, Viterra and their advisors, Viterra’s financials and a potential plan to seek debt financing for the Proposed Transaction.
On March 28, 2023 and March 31, 2023, respectively, Weil sent revised drafts of the Shareholder Agreements and Business Combination Agreement to Latham.
On April 2, 2023, Bunge management contacted representatives of the Sellers to convey that the terms and conditions set forth in the drafts of the Business Combination Agreement and the Shareholder Agreements circulated by Weil did not reflect terms under which Bunge would be willing to pursue the Proposed Transaction and that the Sellers would need to address the concerns and priorities that Bunge had raised with the Sellers in prior meetings in order to continue negotiations of the Proposed Transaction.
On April 3, 2023, the Board of Directors held a special meeting via video conference, with members of Bunge management and representatives of BofA Securities and Latham. Among other things, the Board of Directors received updates regarding the valuation of Viterra, the timing of the Redomestication, the status of the transaction documents and terms that continued to be negotiated, with a focus on valuation, regulatory approvals and post-closing governance and control restrictions on the Sellers. Latham provided an update on the status of the approval process and key jurisdictions in which regulatory filings were expected to be required for purposes of consummating the Proposed Transaction. Representatives of BofA Securities reviewed, among other things, the economics of the Proposed Transaction, including the key historical and projected pro forma financial metrics in respect of the combined company and key assumptions related thereto. Additionally, Bunge management provided a preliminary summary of the debt financing plan for
 
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the Proposed Transaction. The Board of Directors provided input to Bunge management on key issues, including value, regulatory and governance matters, and directed Bunge management to continue to explore the Proposed Transaction.
On April 4 and April 5, 2023, representatives of Bunge, CPP Investments, Glencore and their respective advisors met in person and via video conference to discuss the key principles relevant to the Shareholder Agreements, including the standstill and voting obligations of the Sellers and other restrictive provisions to address potential control issues that could arise in connection with the Proposed Transaction. The parties also discussed Bunge’s and Viterra’s respective business models and certain key issues in the Business Combination Agreement, including with respect to certainty of closing, expenses and the appropriate approach to purchase price adjustments, tax indemnity obligations, certain regulatory matters and a potential ticking fee payable by Bunge to the Sellers. The parties also discussed a valuation of Viterra that assumed a stock consideration range equal to approximately 26-28% of the combined company (prior to giving effect to any share buyback program by Bunge) and additional cash consideration equal to one-third of the value of the stock consideration.
On April 6, 2023, representatives of the Sellers conveyed to Bunge that the Sellers disagreed with the consideration range presented at the meeting on April 5, 2023 and that the range of the stock consideration should be equal to approximately 30-32% of the combined company (prior to giving effect to any share buyback program by Bunge) and additional cash consideration equal to one-third of the value of the stock consideration. Bunge responded that it did not consider Viterra’s proposed valuation to be acceptable.
During the remainder of April and early May 2023, despite the inability to agree on valuation, the parties and their respective legal and financial advisors engaged in ongoing negotiations of the transaction documents, including discussing and negotiating, among other things (i) the impact on the purchase price of dividends and share buybacks by Viterra, (ii) certain possible purchase price adjustments in the Sellers’ favor, (iii) the treatment of transaction expenses, (iv) Bunge’s and Viterra’s respective regulatory obligations and related possible termination fees and (v) the parties’ respective indemnification obligations. During this time BCI agreed not to receive a board observer right and agreed to enter into a lock-up agreement. The parties also communicated regularly about the status of diligence and responded to diligence requests, including financing matters in connection with the Proposed Transaction.
On May 4, 2023, Bunge delivered a written proposal to the Sellers (the “May 4th Proposal”) offering the Sellers stock consideration equal to approximately 30% of the combined company (prior to giving effect to any share buyback program by Bunge) and additional cash consideration equal to one-third of the stock consideration. In addition, the May 4th Proposal (i) included an indemnity whereby the Sellers would indemnify Bunge for certain tax matters, (ii) provided that a specified sum of Viterra dividends could be paid to the Sellers without an adjustment to the purchase price and (iii) provided that, under certain circumstances, the combined company would bear a portion of the Sellers’ transaction expenses.
On May 8 and May 9, 2023, representatives of the Sellers and Bunge discussed the financial terms of the May 4th Proposal and representatives of BofA Securities and J.P. Morgan discussed Bunge’s and the Sellers’ respective positions on the ownership percentage of the Sellers in the combined company and the total amount of Viterra dividends that could be paid to the Sellers without a downward adjustment to the purchase price.
On May 10, 2023, the Board of Directors held a meeting, with members of Bunge management, during which Bunge management provided an update on the status of the Proposed Transaction negotiations, including the key open issues in the transaction documents.
On May 14, 2023, representatives of BofA Securities and J.P. Morgan discussed the financial analysis underlying the May 4th Proposal.
Between May 14 and May 24, 2023, representatives of Bunge (with the approval of the Board of Directors) and the Sellers discussed the valuation of Viterra and exchanged written proposals addressing the proposed resolution of the remaining key terms in the transaction documents, including with respect to (i) control of regulatory strategy, remedies and termination fees, (ii) permitted dividends by Viterra and (iii) the duration of Sellers’ voting and standstill restrictions as shareholders of the combined company.
 
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On May 24, 2024, the possibility of Bunge and Viterra exploring the Proposed Transaction was the subject of news reports by Reuters and other news organizations.
Between May 25 and June 10, 2023, representatives of Bunge (with the approval of the Board Working Group), CPP Investments, Glencore, BCI and their respective advisors continued to negotiate the key terms in the transaction documents, including with respect to the valuation of Viterra, permitted dividends, purchase price adjustments, the Sellers’ transaction expenses, the Sellers’ indemnification obligations, regulatory matters, the parties’ specific rights and obligations with respect to an extension of the outside date beyond the 18-month anniversary of signing and the Sellers’ standstill and voting obligations. During this period, Bunge and the Sellers agreed that (i) the Sellers would accept Bunge’s proposal of consideration consisting of 65.6 million shares of Bunge representing approximately 30% of the stock of the combined company (prior to giving effect to any buyback program by Bunge) and approximately $2.0 billion in cash, (ii) a regulatory termination fee would be payable by Bunge to the Sellers if the Proposed Transaction failed to close because certain specified regulatory approvals were not received, (iii) the outside date of the Proposed Transaction could be extended beyond the original eighteen (18) month “outside date” to obtain regulatory approvals, (iv) Viterra would be allowed to make certain dividends prior to closing of the Proposed Transaction, and (v) Glencore and CPP Investments would generally accept Bunge’s proposed scope of standstill and voting obligations applicable to Glencore and CPP Investments as post-closing shareholders of the combined company.
In late May and early June 2023, Latham and Weil exchanged drafts of the Shareholder Agreements, and Business Combination Agreement and Registration Rights Agreement. On June 8, 2023, Weil sent an initial draft of the BCI Lock-Up Agreement to be entered into by Bunge and BCI.
On June 10, 2023, the Board of Directors held a special meeting via video conference, with members of Bunge management and representatives of Latham and BofA Securities. A representative of Latham provided an update on the status of the negotiations with the Sellers and a summary of the key terms in the Business Combination Agreement and Shareholder Agreements, including regulatory matters, standstill and voting obligations and the fall-away dates of such obligations and the issues that remained subject to continued negotiations between the parties. In addition, representatives of Latham also reviewed the key terms in the Registration Rights Agreement. Bunge management then discussed the timing and approval of the Redomestication. Following this, representatives of BofA Securities presented to the Board of Directors its preliminary financial analyses of the Consideration provided for in the Proposed Transaction. Additionally, Bunge management reviewed the illustrative communication strategy for the announcement of the Proposed Transaction and the financing plan for the Proposed Transaction. The Board of Directors provided guidance on the remaining open issues in the transaction documents and instructed Bunge management to continue to work to negotiate an acceptable set of terms for the Proposed Transaction.
On June 11 and 12, 2023, Latham and Weil exchanged further revised versions of, and discussed, the proposals relating to the Business Combination Agreement and the Shareholder Agreements. The parties agreed on the allocation of transfer taxes, Bunge’s obligations for expense reimbursement and the survival period for the Sellers’ tax indemnity.
On June 12, 2023, the Board of Directors held a special meeting via video conference, with members of Bunge management and representatives of Latham and BofA Securities, to discuss the final outcome of negotiations. A representative of Latham reviewed the key terms in the Business Combination Agreement and the Shareholder Agreements, which were resolved since the special meeting held on June 10, 2023, as well as the remaining key open issues, including with respect to the tax indemnity, expenses reimbursable by Bunge, the duration and scope of Bunge’s representations and warranties insurance policy, applicable requirements for director nominees of the board of directors of the combined company and the voting obligations of CPP Investments. Also at this meeting, BofA Securities reviewed with the Board of Directors its financial analysis of the Consideration and delivered to the Board of Directors an oral opinion, which was confirmed by delivery of a written opinion dated June 12, 2023, to the effect that, as of that date and based on and subject to various assumptions and limitations described in such opinion, the Consideration provided for in the Proposed Transaction was fair, from a financial point of view, to Bunge. The Board of Directors discussed and concluded that the closing of the Proposed Transaction would be considered a change-in-control event for Bunge’s employees under their “double trigger” equity and severance arrangements. After discussing the materials presented at the meeting, and at the recommendation of Bunge management,
 
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the Board of Directors unanimously approved the Proposed Transaction and the execution by Bunge of the Business Combination Agreement, subject to the resolution of the final open issues in the transaction documents on substantially the terms discussed at the meeting, and recommended that the Bunge shareholders vote to approve the Proposed Transaction.
On June 13, 2023, Bunge, Viterra and the Sellers finalized the transaction documents and executed the Business Combination Agreement and, before the opening of trading on NYSE, Bunge issued a press release announcing the execution of the Business Combination Agreement.
Recommendation of the Board of Directors and Reasons for the Acquisition
The Board of Directors unanimously recommends that Bunge shareholders vote “FOR” the proposal to approve the Acquisition pursuant to the Business Combination Agreement.
At its meeting on June 12, 2023, the members of the Board of Directors unanimously approved the Business Combination Agreement and the Acquisition, including the issuance of the Bunge Shares to the Sellers as a portion of the Consideration payable under the Business Combination Agreement.
In evaluating the Business Combination Agreement and the Acquisition, the Board of Directors consulted with Bunge management, as well as Bunge’s internal and outside legal counsel and its financial advisor, BofA Securities, and considered and weighed both the perceived benefits of the Acquisition and the potential risks of the Acquisition.
The Board of Directors considered factors that it believes support its determinations and recommendations, including, but not limited to, the following (which are not presented in any particular order or ranking):

the expectation that the combination of Bunge’s and Viterra’s complementary businesses would both create a diversified supply chain operator across the key global export origins and import destinations for grains and oilseeds and better position the combined company across major processing markets to deliver immediate and long term value to Bunge shareholders;

Bunge shareholders, as shareholders of the combined company, have the potential to benefit from the synergies expected to result from the Acquisition, including $341 million of expected operational and network synergies by 2027, which excludes commercial synergies and the cost to achieve synergies that are still being determined as the integration planning process continues;

the belief of the Board of Directors that the combined company will have the opportunity to build, and benefit from increased investment in, differentiated, industry-leading capabilities across operations, sustainability, risk management and digitization of activities of the two companies;

the combined company will be better positioned to address the challenges of the agri-food supply chain in the twenty-first (21st) century, including food security, market access to farmers, efficiency, accessibility and the sustainability of food production, providing benefits to the combined company’s various stakeholders, including farmers, customers and shareholders, among others;

the expectation that the more diversified footprint as a result of combining the complementary footprints across geographies, crops and asset distribution along the global agribusiness value chain will be more resilient across a variety of macro-economic environments and disruptive events than the two companies are today on a standalone basis;

the expectation that the more diversified and resilient combined company would have a stronger business risk profile going forward, which will improve the credit profile as compared to Bunge’s and Viterra’s respective standalone credit profiles. This in turn will result in capital structure benefits in the form of enhanced funding capacity and lower cost of capital in the medium to long run;

the expectation that the combined company would have the capacity to drive strong earnings performance, invest in growth and deliver strong returns to shareholders;

the Board of Directors’ familiarity with and understanding of Bunge’s business, results of operations, financial and market position, and its expectations concerning Bunge’s future prospects;
 
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that the senior management team of the combined company will include Gregory Heckman from Bunge continuing as Chief Executive Officer of the combined company and David Mattiske from Viterra serving as Co-Chief Operating Officer of Agribusiness of the combined company;

the expectation that the combined company would have increased growth and cash flow over time with a stronger balance sheet and accretive earnings per share, providing incremental benefit to shareholders and delivery of more efficient supply chain and sustainable food supply to customers;

the Board of Directors’ belief that the combined company would benefit Bunge employees by providing career growth opportunities, expanding learning opportunities and providing the opportunity to enhance capabilities, such as managing sustainability and environmental, social and corporate governance (“ESG”) risks and the application of new digital technologies, thereby benefitting Bunge shareholders;

the Board of Directors’ ongoing evaluation of strategic alternatives for maximizing shareholder value over the long term, including Bunge senior management’s stand-alone plan, and the potential risks, rewards and uncertainties associated with various alternatives, as compared to the transaction with Viterra;

the view that the terms and conditions of the Business Combination Agreement and Acquisition, including the representations, warranties, covenants, closing conditions and termination provisions, are comprehensive and favorable to completing the Acquisition;

the terms of the Business Combination Agreement that restrict Viterra’s and the Designated Sellers’ ability to solicit competing acquisition proposals or engage in discussions with a third party interested in making a competing acquisition proposal, as further discussed in the section entitled “The Business Combination Agreement — No Solicitation by Bunge, Viterra or the Designated Sellers” beginning on page 101 of this proxy statement;

the review by the Board of Directors of the financial terms of the Acquisition, including the value of the Consideration based on the financial statements of Viterra and other financial metrics to the combined company;

the fact that Bunge shareholders will hold approximately 70% of the outstanding shares of the combined company upon the Closing of the Acquisition, and will, therefore, have the opportunity to participate in the further performance of the combined company;

the opinion of BofA Securities, dated June 12, 2023, to the Board of Directors as to the fairness, from a financial point of view and as of the date of the opinion, of the Consideration provided for in the Acquisition, as more fully described below in the section of this proxy statement entitled “— Opinion of BofA Securities;”

the results of Bunge’s business, legal, financial, tax, accounting and compliance due diligence review of Viterra; and

Bunge management’s recommendation in favor of the Acquisition.
The Board of Directors also considered a variety of risks and other countervailing factors, including, but not limited to, the following (not necessarily in order of relative importance):

the risk that Viterra’s financial performance decreases between January 1, 2023 and the completion of the Acquisition, and the Consideration will not be adjusted to account for such decrease in financial performance;

the risk that Bunge may not be fully protected from certain forms of value “leakage” from Viterra’s business between January 1, 2023 and the completion of the Acquisition under the leakage provisions in the Business Combination Agreement;

the risk of adverse events, including outcomes of pending, threatened or potential litigation or government investigations with respect to Viterra, and the possibility that such events, including an adverse judgment for monetary damages or equitable or other restrictions, could materially and adversely affect the business, operations or financial condition of Viterra (which may not entitle Bunge to terminate the Business Combination Agreement), or of the combined company;
 
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the restrictions on the conduct of Bunge’s business during the pendency of the Acquisition, which may delay or prevent Bunge from undertaking business opportunities that may arise or may negatively affect Bunge’s ability to attract and retain key clients and personnel;

the prohibition on Bunge soliciting competing acquisition proposals, as further described in the section entitled “The Business Combination Agreement — No Solicitation by Bunge, Viterra or the Designated Sellers” beginning on page 101 of this proxy statement;

the prohibition on the Board of Directors changing its recommendation to the Bunge shareholders concerning the Acquisition, subject to certain exceptions, as further described in the section entitled “The Business Combination Agreement — No Solicitation by Bunge, Viterra or the Designated Sellers” beginning on page 101 of this proxy statement;

the requirement that even if the Board of Directors changes its recommendation to Bunge shareholders concerning the Acquisition, Bunge must submit the Acquisition to a vote of the Bunge shareholders, as further described in the section entitled “The Business Combination Agreement — Change of Recommendation” beginning on page 102 of this proxy statement;

the ability of the Sellers to unilaterally terminate the Business Combination Agreement if the Board of Directors changes its recommendation to the Bunge shareholders concerning the Acquisition or if Bunge materially breaches the prohibition on Bunge soliciting competing acquisition proposals;

the requirement under the Business Combination Agreement that Bunge pay Viterra or the Sellers, as applicable, a termination fee of $400 million under certain circumstances following the termination of the Business Combination Agreement;

the requirement that Bunge reimburse Viterra for the legal, accounting, financial advisory, consulting and other third party fees, costs and expenses incurred up to $60 million under certain circumstances if the Acquisition is consummated;

the risk that the potential benefits, savings and synergies of the transaction may not be fully or partially achieved, or may not be achieved within the expected timeframe or without additional costs;

the challenges and difficulties relating to potential disruption associated with integrating the operations of Bunge and Viterra, and the potential effects of such disruption on the businesses, employees, culture and client relationships of Bunge and Viterra;

the risk of diverting Bunge management focus and resources from other strategic opportunities and from operational matters while working to implement the transaction with Viterra, and the potential effects of such diversion on the businesses, employees and client relationships of Bunge and Viterra;

the substantial costs to be incurred in connection with the transaction, including the costs of integrating the businesses of Bunge and Viterra and the transaction costs to be incurred in connection with the Acquisition, including costs to obtain regulatory approvals, financing and the substantial time and effort of management required to complete the Acquisition contemplated by the Business Combination Agreement;

that the consummation of the Acquisition requires receipt of regulatory approvals and the risk that governmental entities may seek to impose unfavorable terms or conditions, or otherwise fail to grant, such approvals, including the risk of potential delays in granting or failure to grant, by such governmental entities, regulatory approvals for the Acquisition;

the risk that Bunge shareholders might not approve the Acquisition;

the possibility of non-completion of the Acquisition and the potential consequences of non-consummation, including the potential negative impacts on Bunge, its business and the trading price of the Bunge Shares;

the possibility of losing key employees as a result of the Acquisition; and

the risks of the type and nature described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 28 and 41 of this proxy statement, respectively.
 
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The Board of Directors concluded that the uncertainties, risks and potentially negative factors relevant to the Acquisition were outweighed by the potential benefits that it expects Bunge and its shareholders to achieve as a result of the Acquisition.
This discussion of the information and factors considered by the Board of Directors includes the principal positive and negative factors considered by the Board of Directors, but is not intended to be exhaustive and does not include all of the factors considered by the Board of Directors. In view of the wide variety of factors considered in connection with its evaluation of the Acquisition, and the complexity of these matters, the Board of Directors did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Acquisition and to make its recommendations to the Bunge shareholders. Rather, the Board of Directors viewed its decisions as being based on the totality of the information presented to it and the factors it considered. In addition, individual members of the Board of Directors may have given differing weights to different factors. The explanation of the Board of Directors’ reasons for the Acquisition and all other information presented in this section is forward-looking in nature and therefore should be read in light of the factors discussed under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 41 of this proxy statement.
Certain Projections
Bunge Financial Projections
Bunge management does not as a matter of course publish detailed or long-term public forecasts or projections as to its future financial performance beyond the then-current fiscal year due to, among other things, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity as to the underlying assumptions and the estimates and the uncertainty inherent in Bunge’s business. However, in connection with the evaluation of the Acquisition, Bunge management prepared certain unaudited long-term illustrative financial projections of Bunge for fiscal years ending December 31, 2023 through 2027 (collectively, the “Bunge Financial Projections”). Such financial projections reflected Bunge management’s best estimates as to Bunge’s future performance and were on a stand-alone basis assuming Bunge would continue as an independent company without giving effect to the Acquisition. The Bunge Financial Projections were provided to the Board of Directors in connection with its evaluation of the Acquisition and were also provided to BofA Securities and approved by the Board of Directors for the use of and reliance by, as directed by the Board of Directors, and used and relied upon by, BofA in the financial analyses in connection with rendering its opinion as described in the section of this proxy statement entitled “— Opinion of Bank of BofA Securities.”
The Bunge Financial Projections were developed from historical financial statements and reflect numerous assumptions and estimates that Bunge’s management made in good faith at the time the Bunge Financial Projections were prepared, including, without limitation, as to industry performance, general business, economic, regulatory, market and financial conditions and other future events, and other factors described below in “— General.” These assumptions and estimates are predictions about the future, concern matters that may be beyond the control of Bunge, were made as of the date the Bunge Financial Projections were prepared, and may not be reflective of actual results, since the date the Bunge Financial Projections were prepared, now or in the future.
 
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The following table presents a summary of the Bunge Financial Projections (unaudited) for each of the fiscal years ended December 31 as listed below:
(in millions)
Bunge Financial Projections December 31,
Q2-Q4
2023E
2024E
2025E
2026E
2027E
Revenue
$ 60,091 $ 76,885 $ 77,244 $ 79,253 $ 79,253
Adjusted EBITDA(1)
$ 2,450 $ 3,021 $ 2,904 $ 3,029 $ 3,029
Adjusted EBIT(2)
$ 1,839 $ 2,148 $ 1,935 $ 2,029 $ 2,032
Unlevered Free Cash Flow(3)
$ 176 $ 297 $ 1,073 $ 1,739 $ 1,730
(1)
“Adjusted EBITDA” is defined as earnings before interest, taxes, depreciation and amortization and adjusted for mark-to-market timing differences and certain other gains and charges. Adjusted EBITDA is not a measure of financial performance under U.S. GAAP. Accordingly, it should not be considered as a substitute for net income (loss), operating income (loss) or other measures prepared in accordance with U.S. GAAP.
(2)
“Adjusted EBIT” is defined as earnings before interest and taxes and adjusted for mark-to-market timing differences and certain other gains and charges. Adjusted EBIT is further adjusted by a readily marketable inventories (“RMI”) charge, representing the cost of funding RMI. The calculation of Adjusted EBIT was not expressly included in the Bunge Financial Projections, but was derived from the Bunge Financial Projections and is included for reference. Adjusted EBIT is not a measure of financial performance under U.S. GAAP. Accordingly, it should not be considered as a substitute for net income (loss), operating income (loss) or other measures prepared in accordance with U.S. GAAP.
(3)
“Unlevered Free Cash Flow” is defined as tax-affected Adjusted EBIT plus depreciation and amortization, adjusted for changes in net working capital (excluding changes in RMI) and less capital expenditures. The calculation of Unlevered Free Cash Flow was not expressly included in the Bunge Financial Projections but was derived from the Bunge Financial Projections and is included for reference. Unlevered Free Cash Flow is not a measure of financial performance under U.S. GAAP. Accordingly, it should not be considered as a substitute for operating cash flows, net income (loss), operating income (loss) or other measures prepared in accordance with U.S. GAAP.
The Bunge Financial Projections were not prepared with a view to public disclosure and are included in this proxy statement for the purpose of providing Bunge shareholders access to the same financial projections of Bunge provided to the Board of Directors in connection with its evaluation of the Acquisition and provided to BofA Securities and approved by the Board of Directors for the use of and reliance by BofA Securities in the financial analysis performed in connection with BofA Securities’ opinion as described in the section of this proxy statement entitled “— Opinion of BofA Securities.”
Viterra Financial Projections
Viterra, in the ordinary course of business, does not prepare long-term financial projections, and consequently, Viterra could not provide Bunge with illustrative long-term financial projections in connection with the Acquisition, although Viterra did discuss with Bunge, among other things, the future prospects of Viterra. Thus, in connection with the Acquisition, Bunge management prepared certain unaudited long-term illustrative financial projections of Viterra for fiscal years ending December 31, 2023 through 2027 (the “Viterra Projections”). The Viterra Projections were prepared on a stand-alone basis assuming Viterra would continue as an independent company without giving effect to the Acquisition. The Viterra Projections were provided to the Board of Directors in connection with its evaluation of the Acquisition and were also provided to BofA Securities and approved by the Board of Directors for the use of and reliance by, and, as directed by the Board of Directors, used and relied upon by, BofA Securities in the financial analyses performed in connection with rendering its opinion as described in the section of this proxy statement entitled “— Opinion of BofA Securities.”
The following table presents a summary of the Viterra Projections (unaudited) for each of the fiscal years ended December 31 as listed below:
 
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(in millions)
Viterra Financial Projections December 31,
Q2-Q4
2023E
2024E
2025E
2026E
2027E
Adjusted EBITDA(1)
$ 1,555 $ 1,886 $ 1,784 $ 1,827 $ 1,827
Adjusted EBIT(2)
$ 822 $ 886 $ 878 $ 930 $ 924
Unlevered Free Cash Flow(3)
$ 474 $ 669