DEF 14A of Bunge Global SA, Apr 5, 2024

DEF 14A of Bunge Global SA

Filed Apr 5, 2024 · FY20230001996862-24-000087

Open on EDGAR

  1. By Order of the Board of Directors

    By Order of the Board of Directors

  2. By Order of the Board of Directors

    | | | | April 5, 2024 | Lisa Ware-Alexander Vice President, Deputy General Counsel and Corporate Secretary |

  3. By Order of the Board of Directors

    | Proxy Statement Summary | 1 | | Annual General Meeting Information | 1 | | Proposals and Voting Recommendations for the Annual Meeting | 1 | | Director Nominees | 3 | | Corporate Governance Highlights | 5 | | 2023 Financial and Strategic Highlights | 6 | | Sustainability Highlights | 7 | | Executive Compensation Highlights | 7 | | Shareholder Engagement Highlights | 8 | | Proposal 1 — Approval of the Swiss Statutory Consolidated Financial Statements and Swiss Standalone Statutory Financial Statements of Bunge Global SA for the year ended December 31, 2023 | 9 | | Proposal 2 — Approval of the Appropriation of Earnings for Fiscal Year 2023 | 10 | | Proposal 3 — Approval of a Cash Dividend in the Aggregate Amount of U.S. $2.72 Per Outstanding Share Out of Bunge Global SA’s Reserve from Capital Contribution in Four Equal Installments | 11 | | Proposal 4 — Discharge of the Members of the Board and of the Executive Management Team from Liability for the Activities During Fiscal 2023 | 12 | | Proposal 5 — Election of Directors | 13 | | Election of Directors | 13 | | Nominees | 14 | | Proposal 6 — Reelection of the Chair of the Board | 22 | | Proposal 7 — Reelection of the Members of the Human Resources and Compensation Committee | 23 | | Corporate Governance | 24 | | Board and Corporate Governance Developments | 24 | | Shareholder Engagement | 24 | | Board Structure and Size | 25 | | Director Selection and Qualifications | 26 | | Board Succession and Tenure | 27 | | Shareholder Recommendations and Director Nominations | 27 | | Board Independence | 28 | | Executive Sessions of Our Board | 28 | | Certain Relationships and Related Transactions | 29 | | Board Leadership Structure | 29 | | Board Meetings and Committees | 30 | | Board and Committee Evaluations | 34 | | Executive Succession Planning and Leadership Development | 34 | | Risk Oversight | 35 | | Corporate Governance Principles and Code of Conduct | 38 |

  4. By Order of the Board of Directors

    Bunge | 2024 Proxy Statement i

  5. By Order of the Board of Directors

    | Communications with Our Board | 38 | | Board Member Attendance at Annual General Meetings | 38 | | Environmental, Social and Governance | 39 | | Human Capital Management | 42 | | Public Policy Engagements | 44 | | Director Compensation | 45 | | Director Compensation Table | 47 | | Share Ownership of Directors, Executive Officers and Principal Shareholders | 48 | | Proposal 8 — Approval of the Bunge 2024 Long-Term Incentive Plan | 50 | | Proposal 9 — Advisory Vote to Approve Named Executive Officer Compensation Under U.S. Securities Law Requirements | 57 | | Compensation Discussion and Analysis | 58 | | Named Executive Officers | 58 | | Commitment to Shareholders | 58 | | Overview | 59 | | Determining Compensation | 61 | | Principal Elements of Our Executive Compensation Program | 64 | | Compensation Governance | 75 | | Compensation and Risk | 76 | | Human Resources and Compensation Committee Report | 77 | | Executive Compensation Tables | 78 | | Pay Ratio Disclosure | 87 | | Pay versus Performance Disclosure | 88 | | Proposal 10 — Approval of the Compensation of the Board and Executive Management Team Under Swiss Law; Advisory Vote on the Swiss Compensation Vote | 91 | | 10A. Approval of Maximum Aggregate Compensation of the Board for the Period Between the 2024 Annual General Meeting and the 2025 Annual General Meeting | 91 | | 10B. Approval of Maximum Aggregate Compensation of the Executive Management Team for the Fiscal Year 2025 | 91 | | 10C. Advisory Vote on Swiss Compensation Report | 92 | | Swiss Statutory Compensation Report | 94 | | Proposal 11 — Advisory Vote on the Swiss Statutory Non-Financial Matter Report | 102 | | Proposal 12 — Election of the Swiss Statutory Independent Voting Representative | 103 | | Proposal 13 — Appointment of Independent Auditor for U.S. Securities Law Reporting and Reelection of Statutory Auditor for Swiss Law Purposes | 104 | | General | 104 |

  6. By Order of the Board of Directors

    Bunge | 2024 Proxy Statement ii

  7. By Order of the Board of Directors

    | Fees | 104 | | Audit Fees | 105 | | Audit-Related Fees | 105 | | Tax Fees | 105 | | All Other Fees | 105 | | Pre-Approval Policies and Procedures | 105 | | Audit Committee Report | 106 | | Shareholder Proposals for the 2025 Annual General Meeting of Shareholders | 107 | | Information About this Proxy Statement and Meeting | 108 | | Information About the Meeting | 110 | | Information About Voting | 113 | | Solicitation of Proxies | 115 | | United States Securities and Exchange Commission Reports | 116 | | Other Matters | 116 | | Appendix A — Reconciliation of Non-GAAP Financial Measures | A-1 | | Appendix B — Bunge 2024 Long-Term Incentive Plan | B-1 | | Appendix C — Swiss Statutory Non-Financial Matters | C-1 |

  8. By Order of the Board of Directors

    Bunge | 2024 Proxy Statement iii

  9. By Order of the Board of Directors

    | PROXY STATEMENT SUMMARY |

  10. By Order of the Board of Directors

    This summary highlights certain information contained in this proxy statement. As it is only a summary, please review the entire proxy statement before voting. Annual General Meeting Information

  11. By Order of the Board of Directors

    | Time and Date: | Wednesday, May 15, 2024 at 8:30 a.m. Central Daylight Time (3:30 p.m. Central European Summer Time), with log in beginning 15 minutes before the meeting start time. | | Location: | The Annual 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 April 25, 2024 are entitled to vote. | | Voting: | Each issued and outstanding registered share is entitled to one vote. You may submit voting instructions by telephone, internet, mail or by accessing the Annual General Meeting. Please see "Information About Voting" on page 113. | | Attendance: | To access the Annual General Meeting, please follow the instructions contained in "Information About the Meeting" on page 110. Shareholders who access the meeting will be allowed to submit questions in our virtual shareholder meeting forum before and during the meeting. |

  12. By Order of the Board of Directors

    Proposals and Voting Recommendations for the Annual Meeting A majority of votes cast is required to approve each proposal, unless otherwise indicated.

  13. By Order of the Board of Directors

    | Proposal | | Board's Voting Recommendation | Page References (for more detail) | | 1 | Approval of the Swiss Statutory Consolidated Financial Statements and Swiss Standalone Financial Statements of Bunge Global SA for the year ended December 31, 2023 | P FOR | 9 | | 2 | Approval of the Appropriation of Earnings for Fiscal Year 2023 | P FOR | 10 | | 3 | Approval of a Cash Dividend in the Aggregate Amount of U.S. $2.72 Per Outstanding Share Out of Bunge Global SA’s Reserve from Capital Contribution in Four Equal Installments | P FOR | 11 | | 4 | Discharge of the Members of the Board and of the Executive Management Team from Liability for the Activities During Fiscal 2023 | P FOR | 12 | | 5 | Election of Directors | P FOR EACH NOMINEE | 13 |

  14. By Order of the Board of Directors

    | 6 | Reelection of the Chair of the Board | P FOR | 22 | | 7 | Reelection of the Members of the Human Resources and Compensation Committee | P FOR EACH NOMINEE | 23 | | 8 | Approval of the 2024 Long-Term Incentive Plan | P FOR | 57 | | 9 | Advisory Vote to Approve Named Executive Officer Compensation Under U.S. Securities Law Requirements | P FOR | 57 | | 10 | Approval of the Compensation of the Board and Executive Management Team under Swiss Law; Advisory Vote on the Swiss Compensation Report | P FOR EACH PROPOSAL | 91 | | 11 | Advisory Vote on the Swiss Statutory Non-Financial Matter Report | P FOR | 102 | | 12 | Election of the Swiss Statutory Independent Voting Representative | P FOR | 103 | | 13 | Appointment of Independent Auditor for U.S. Securities Law Purposes and Reelection of Statutory Auditor for Swiss Law Purposes | P FOR | 104 |

  15. By Order of the Board of Directors

    In this proxy statement, we sometimes refer to Bunge Global SA, as the context may require, as "we", "our", the "Company" or "Bunge". 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. Director Nominees The Board of Directors has nominated the 14 directors named below for election at the Annual General Meeting and recommends that shareholders vote FOR the election of each director nominee. The following table provides summary information about each of the current director nominees, including committee assignments, following the Annual General Meeting on May 15, 2024. See "Proposal 5 - Election of Directors" on page 13 for additional information regarding the nominees. On June 13, 2023 we entered into a Business Combination Agreement (“BCA”) with Viterra Limited (“Viterra”) and its shareholders, including certain affiliates of Danelo Limited (“Glencore”), Canada Pension Plan Investment Board Monroe Canada Inc. (“CPP Investments”), Venus Investment Limited Partnership (“BCI”), and Ocorian Limited in its capacity as trustee of the Viterra Employee Benefit Trust (together with Viterra, the “Sellers”), to acquire Viterra in a stock and cash transaction (the “Viterra Transaction”). At an extraordinary general meeting held on October 5, 2023, over 98.65% of our shareholders approved the business combination with Viterra. Subject to and effective upon consummation of the Viterra Transaction, Bunge and each of Glencore and CPP Investments will execute shareholder agreements (collectively, “Shareholder Agreements”) as described in Board and Corporate Governance Developments; pursuant to the terms of these agreements, each of Glencore and CPP Investments have proposed two director nominees which, if elected by shareholders, will join the Board upon the closing of the Viterra Transaction, which remains subject to customary closing conditions, including receipt of required regulatory approvals. Accordingly, each of Ms. Jensen and Mr. Isman are being recommended for nomination by CPP Investments, and each of Messrs. Mahoney and Walt are being recommended for nomination by Glencore, subject to closing of the Viterra Transaction pursuant to the Shareholder Agreements, as further discussed under "Corporate Governance - Board and Corporate Governance Developments" on page 24.

  16. By Order of the Board of Directors

    | Name | | Age | Director Since | Other Public Boards | Independent | Committee Membership | | | | | | | | | | | | Audit(1) | CGNC(2) | ERMC(3) | HRCC(4) | SCRC(5) | | | Eliane Aleixo Lustosa de Andrade | 61 | 2022 | 3 | Yes | l | | | | l | | | Sheila Bair Deputy Chair | 70 | 2019 | 1 | Yes | l | l (C) | l | | | | | Carol Browner | 68 | 2013 | 0 | Yes | | l | | | l (C) | | | Gregory Heckman Chief Executive Officer | 61 | 2018 | 1 | No | | | | | | | | Bernardo Hees | 54 | 2019 | 1 | Yes | | | | l | l | | | Michael Kobori | 64 | 2021 | 0 | Yes | | | l | | l | | | Monica McGurk | 54 | 2023 | 0 | Yes | | l | l | | | | | Kenneth Simril | 58 | 2021 | 0 | Yes | l | | | l (C) | | | | Henry "Jay" Winship | 56 | 2018 | 1 | Yes | l (C) | l | | l | | | | Mark Zenuk Board Chair | 57 | 2018 | 0 | Yes | | | l (C) | | | | | Adrian Isman | 61 | — | 0 | Yes | | | | | | | | Anne Jensen | 51 | — | 0 | Yes | | | | | | | | Christopher Mahoney | 65 | — | 0 | Yes | | | | | | | | Markus Walt | 46 | — | 0 | Yes | | | | | | | n Current director nominees n New director nominees subject to closing of Viterra Transaction l Member (C) Chair | | | | | | | | | | | | (1) Audit Committee | | | | (4) Human Resources and Compensation Committee | | | | | | | | (2) Corporate Governance and Nominations Committee | | | | (5) Sustainability and Corporate Responsibility Committee | | | | | | | | (3) Enterprise Risk Management Committee | | | | | | | | | | |

  17. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting Our director nominees possess a diverse range of relevant and complementary skills, qualifications, backgrounds and experience, as illustrated in the charts below. Additional information regarding each director nominees' qualifications, experience and skills are included in the director nominee skills matrix and in each director nominee’s profile, which are included in "Proposal 5 - Election of Directors." The high-level summary presented in the chart below illustrates the principal board skills as a whole and is not intended to be an exhaustive list of the director nominees' contributions to the Board. Corporate Governance Highlights Our commitment to good corporate governance practices includes the following: 2023 Financial and Strategic Highlights In 2023, the Company delivered an extremely strong year while also executing on key strategic endeavors. We announced transactions and projects that significantly accelerate our strategy to create a premier agribusiness solutions company. We progressed on our sustainability commitments and returned capital to shareholders through a balanced approach to capital allocation that included an increase in our quarterly dividend and share repurchases. We also completed a change of jurisdiction of incorporation of our group holding company from Bermuda to Switzerland (the “Redomestication”), which was approved by over 99% of Bunge voting shares at our Extraordinary General Meeting held on October 5, 2023. More information regarding the Redomestication can be found under “Corporate Governance – Board and Corporate Governance Developments.” Highlights of our operational, strategic and financial achievements in 2023 are provided below: (1)As a result of the Redomestication on November 1, 2023, each common share of Bunge Limited was cancelled in exchange for an equal number and par value of registered shares of Bunge Global SA. References to the terms "share", "common share", or "registered share" refer to Bunge Limited common shares prior to the Redomestication and Bunge Global SA registered shares after the Redomestication, unless otherwise specified. (2)Adjusted EPS, Adjusted Total Segment EBIT and Adjusted Funds from Operations are non-GAAP financial measures, see Appendix A – Reconciliation of Non-GAAP Financial Measures for reconciliation to the most directly comparable U.S. GAAP measure. Sustainability Highlights We also continue our commitment to sustainability and further embedding climate-focused decision-making into our strategies, operations and investments. We’ve taken robust actions to reduce our own environmental footprint and increased our collaboration with partners, customers and other stakeholders to improve the sustainability of the food production chain. Our approach to sustainability reflects our three priority areas, and includes some of the important achievements described below: We view sustainability as a key part of our strategy to maximize long-term shareholder value, as we believe that operating responsibly and providing products that help our customers and farmers achieve their sustainability goals provides us opportunities to (1) grow our business, (2) increase customer collaboration and loyalty, (3) attract, retain and engage employees, and (4) reduce our impact on the environment. Executive Compensation Highlights Our executive compensation philosophy is built upon a strong foundation of linking pay with performance over the long-term and is structured to: •Align the interests of executives with the long-term interests of shareholders. The majority of pay opportunity for our Named Executive Officers (NEOs) is delivered in the form of performance-based incentives. •Drive business goals and strategies. Incentive plan targets are directly tied to business goals and strategies, including ESG goals, and are based upon metrics that drive long-term value creation. •Reward profitable growth and increased shareholder value. Performance metrics balance earnings growth and returns on investment. The pay mix is equity leveraged, resulting in realized compensation in line with stock price performance. The table below highlights our current executive compensation practices that drive performance and serve our shareholders' long-term interests. Shareholder Engagement Highlights Shareholder feedback is a key input to our compensation program. At our 2023 Annual General Meeting, 96.2% of the votes cast on our annual say-on-pay advisory vote were in favor of our executive compensation program. Annually, we reach out to our top shareholders representing 40 - 50% of our issued and outstanding shares, as well as proxy advisory firms and other industry thought leaders.

  18. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | PROPOSAL 1 — APPROVAL OF SWISS STANDALONE STATUTORY FINANCIAL STATEMENTS AND SWISS STATUTORY CONSOLIDATED FINANCIAL STATEMENTS OF BUNGE GLOBAL SA FOR THE YEAR ENDED DECEMBER 31, 2023 |

  19. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    Under Swiss law, the management report (except where the Company establishes consolidated financial statements pursuant to a recognized international accounting standards such as accounting principles generally accepted in the United States of America ("U.S. GAAP")), the standalone statutory financial statements and, if applicable, the consolidated financial statements of a company with regard to the preceding financial year must be submitted to shareholders for approval at each annual general meeting. As a result, shareholders are being asked to approve the audited consolidated financial statements of Bunge Global SA ("Bunge") for fiscal year 2023 and the audited standalone statutory financial statements of Bunge for fiscal year 2023. Bunge's consolidated financial statements are prepared in accordance with U.S. GAAP and therefore, Bunge is not required to submit the management report to a shareholder vote. If the shareholders do not approve this proposal, the Board may call an extraordinary general meeting of shareholders for reconsideration of this proposal by shareholders, but is not required to do so. The audited consolidated financial statements of Bunge for fiscal year 2023 and the audited standalone statutory financial statements of Bunge for fiscal year 2023, together with the audit reports by Deloitte SA, the Company's statutory auditor pursuant to the Swiss Code of Obligations (the "Swiss Code"), are contained in the Company's 2023 Annual Report, which, along with this proxy statement, are available at: investors.bunge.com/governance/governance-document. In its reports, Deloitte SA recommended without qualification that the Company’s Swiss Statutory Consolidated Financial Statements and Swiss Standalone Statutory Financial Statements for the fiscal year ended December 31, 2023, be approved. Deloitte SA expresses its opinion that the consolidated financial statements for the fiscal year ended December 31, 2023 present fairly in all material respects the consolidated financial position of the Company as of December 31, 2023, the Company's consolidated financial performance and the Company's consolidated cash flows for the year then ended in accordance with U.S. GAAP and comply with Swiss law and the Company's articles of incorporation. Deloitte SA further expresses its opinion and confirms that the statutory financial statements for the period from February 14, 2023 to December 31, 2023 comply with Swiss law and the Articles of Association of the Company.

  20. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | R | OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF SWISS STANDALONE STATUTORY FINANCIAL STATEMENTS AND SWISS STATUTORY CONSOLIDATED FINANCIAL STATEMENTS OF BUNGE GLOBAL SA FOR THE YEAR ENDED DECEMBER 31, 2023 |

  21. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | PROPOSAL 2 — APPROVAL OF THE APPROPRIATION OF EARNINGS FOR FISCAL YEAR 2023 |

  22. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    Under Swiss law, the appropriation of available earnings or accumulated loss, as the case may be, as set forth in the Company's Swiss statutory standalone (i.e., non-consolidated) financial statements1 must be submitted to shareholders for approval at each annual general meeting. Available earnings may be carried forward or be distributed to shareholders as dividends. We do not expect to pay dividends from available earnings in the foreseeable future as they would not be exempt from Swiss withholding tax; instead, as proposed under agenda item 3, we intend to declare distributions from the Company's capital contribution reserves. Unlike dividends declared from available earnings, distributions from capital contribution reserves will be exempt from Swiss withholding tax. The Company does not have any available earnings at this time, and accordingly, the Board proposes that available earnings be carried forward to the next account as follows:

  23. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | Amounts in thousands Proposed Appropriation of Accumulated Loss in U.S. $ | | U.S. dollars | | Swiss francs | | Retained earnings | U.S. | $3,563 | CHF | 2,986 | | Net loss for the period | U.S. | $(87,930) | CHF | (73,685) | | Total accumulated loss | U.S. | $(84,367) | CHF | (70,699) |

  24. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    Text of the Shareholder Resolution: IT IS RESOLVED, that the total accumulated loss of $84,367 shall be carried forward.

  25. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | R | OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE CARRY FORWARD OF THE TOTAL ACCUMULATED LOSS AS OF DECEMBER 31, 2023 |

  26. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    1 A copy of the Company’s Swiss statutory standalone (i.e., non-consolidated) financial statements are contained in the Company's 2023 Annual Report, which, along with this proxy statement, are available at: investors.bunge.com/governance/governance-document.

  27. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | PROPOSAL 3 — APPROVAL OF A CASH DIVIDEND IN THE AGGREGATE AMOUNT OF U.S. $2.72 PER OUTSTANDING SHARE OUT OF BUNGE GLOBAL SA'S RESERVES FROM CAPITAL CONTRIBUTION IN FOUR EQUAL INSTALLMENTS |

  28. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    Under Swiss law, shareholders must approve at a general meeting of shareholders the payment of a dividend paid out of capital contribution reserves. The Board proposes that the Company pay an ordinary cash dividend in the amount of $2.72 per share out of reserves from capital contributions as shown on the balance sheet included in our Swiss financial statements. Payment of the dividend will be made in four equal quarterly installments of $0.68, with the first installment to be paid on June 3, 2024 to shareholders of record at the close of business on May 20, 2024, the second installment to be paid on September 2, 2024 to shareholders of record at the close of business on August 19, 2024, the third installment to be paid on December 2, 2024 to shareholders of record at the close of business on November 18, 2024, and the fourth installment to be paid on March 4, 2025 to shareholders of record at the close of business on February 18, 2025. Dividend payments will be made with respect to our outstanding share capital on the record date for the applicable dividend payment, which will exclude any shares of Bunge Global SA ("Bunge") held by Bunge or any of its direct or indirect subsidiaries. The reduction to our reserves from capital contributions in our Swiss statutory financial statements will be determined based on the aggregate amount of the dividend paid through all quarterly installments. If the proposal is approved, the aggregate U.S. dollar amount of the dividend will be capped at an amount such that the aggregate reduction to our capital contribution reserves will not exceed $658,632,000. This includes a 67% margin (compared to the aggregate dividend amount calculated by reference to the 145,319,668 shares outstanding as of December 31, 2023 and an ordinary cash dividend in the amount of $2.72 per share) to accommodate new share issuances that may occur between the annual general meeting and the record date for the fourth installment payment. The number of shares eligible for dividend payments may change due to the repurchase of shares, the sale of treasury shares, or the issuance of new shares, including based on the Company's capital band and conditional share capital. Shares issued out of treasury or our capital band will be entitled to quarterly dividend installments if issued and outstanding as of an applicable record date for a dividend installment. If we close on the Viterra Transaction in a stock and cash transaction on or before the record date for a dividend installment, the approximately 65.6 million shares we currently expect to issue to the Sellers will also become entitled to the quarterly dividend installments as of the applicable record date. For more information see “Corporate Governance – Board and Corporate Governance Developments– Shareholder Agreements.” on page 24. If the aggregate dividend payment is lower than the cap, any unused amount will be allocated back to the Company's reserve from capital contribution. To the extent that a dividend payment would cause the cap to be exceeded, the U.S. dollar per share amount of the current or future dividends will be reduced on a pro rata basis so that the aggregate amount of all dividends paid does not exceed the cap. If the cap were reached, no further installment payments could be made. Our statutory auditor, Deloitte SA has confirmed that the dividend proposal conforms with the requirements of the Swiss Code and our Articles of Association.

  29. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | R | OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF A CASH DIVIDEND IN THE AGGREGATE AMOUNT OF U.S. $2.72 PER OUTSTANDING SHARE OUT OF BUNGE GLOBAL SA'S RESERVES FROM CAPITAL CONTRIBUTION IN FOUR EQUAL INSTALLMENTS |

  30. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | PROPOSAL 4 — DISCHARGE OF THE MEMBERS OF THE BOARD AND OF THE EXECUTIVE MANAGEMENT TEAM FROM LIABILITY FOR THE ACTIVITIES DURING FISCAL 2023 |

  31. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    In accordance with Article 698, paragraph 2, item 7 of the Swiss Code, it is customary for Swiss companies to request shareholders at the annual general meeting to discharge the members of the Board and the Executive Management Team from personal liability for their activities during the preceding fiscal year. Accordingly, shareholders are being requested to grant the members of the Board and of the Executive Management Team discharge from personal liability for their activities from the effective date of the Redomestication, November 1, 2023, to December 31, 2023. Discharge pursuant to the proposed resolution is only effective with respect to facts that have been disclosed to shareholders (including through any publicly available information, whether or not included in our filings with the SEC) and only binds shareholders who either voted in favor of the proposal or who subsequently acquired shares with knowledge that the shareholders have approved this proposal. In addition, shareholders who vote against this proposal, abstain from voting on this proposal, do not vote on this proposal, or acquire their shares without knowledge of the approval of this proposal, may bring, as a plaintiff, any claims in a shareholder derivative suit within twelve months after the approval of the proposal. After the expiration of the twelve-month period, such shareholders will generally no longer have the right to bring, as a plaintiff, claims in shareholder derivative suits against members of the Board or Executive Management Team with respect to activities during fiscal year 2023.

  32. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | R | OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE DISCHARGE OF THE MEMBERS OF THE BOARD AND OF THE EXECUTIVE MANAGEMENT TEAM FROM LIABILITY FOR THE ACTIVITIES DURING FISCAL 2023 |

  33. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | PROPOSAL 5 — ELECTION OF DIRECTORS |

  34. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    Election of Directors Our Board, based on the recommendations of the Corporate Governance and Nominations Committee, has nominated each of the 14 nominees listed below for election at the Annual General Meeting, each to hold office until next year's annual general meeting. Under the terms of each Shareholder Agreement, each of Glencore and CPP Investments will have the right to designate two individuals for nomination to the Board so long as they continue to own at least 10% of the total outstanding Bunge Shares. As a result of such designations, the Board has nominated each of Ms. Jensen and Mr. Isman, as representatives of CPP Investments, and each of Messrs. Mahoney and Walt, as representatives of Glencore, for election to the Board. The Corporate Governance and Nominations Committee and the Board believe they are qualified nominees who are committed to promoting the long-term interests of our shareholders. Other than Ms. Jensen and each of Messrs. Isman, Mahoney and Walt, each nominee is presently a member of the Bunge Board of Directors. Each nominee has agreed to serve if elected. For more information see “Corporate Governance – Board and Corporate Governance Developments– Shareholder Agreements.” on page 24. Ms. Jensen's and each of Messrs. Isman's, Mahoney's and Walt's elections will be contingent and effective upon the closing of the Viterra Transaction. From and following the closing date of the Viterra Transaction the size of the board will consist of 12 directors, and two incumbent directors will transition off the board. Nominees The Board believes that the nominees possess the requisite tenure, diversity and variety of complementary skills, qualifications, backgrounds and experience that contribute to the Board's ability to oversee our operations and to shape our long-term business strategy. Ms. Jensen and each of Messrs. Isman, Mahoney and Walt have been nominated pursuant to the Shareholder Agreements entered into with CPP Investments and Glencore, subject to the closing of the Viterra Transaction, as further described in the Board and Corporate Governance Developments. The Board believes it has nominated the appropriate slate of incumbent directors to oversee the Company both pre- and post-closing of the Viterra Transaction. The following director nominee skills matrix is a high-level summary which highlights the top four skills of each director nominee and is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board. The following paragraphs set forth information about the nominees and their expected committee memberships and roles following the Annual General Meeting.

  35. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | Eliane Aleixo Lustosa de Andrade, 61 Board Member since 2022 Committees: Audit; Sustainability and Corporate Responsibility | Ms. Aleixo Lustosa most recently served as Managing Director at the Brazilian Development Bank, National Bank for Economic and Social Development, where she was responsible for capital markets and the execution of the Brazilian Privatization Program. Earlier in her career, she was the Chief Financial Officer of LLX Logística S.A. (currently Prumo Logística S.A.), Vice President of Finance and Control of Grupo Abril S.A., Executive Director of Globex Utilidades S.A. and Chief Investment Officer of the Petrobras’ Employee Pension Fund. Ms. Aleixo Lustosa currently serves as a non-employee director of the following companies: Grupo CCR S.A., BrasilAgro S.A., and Aegea Saneamento S.A. She has been a referee of the Brazilian Arbitration Chamber of Novo Mercado Bovespa - B3 - Brazilian Stock Market since 2004, and is member of the Bluebell Index advisory board. Ms. Aleixo Lustosa has a Ph.D in Finance and Masters of Arts and Bachelor of Arts degrees in Economics from Pontifical Catholic University of Rio de Janeiro, Brazil, where she later served as a professor of microeconomics and international relations. She has two Board Member Certificates, one issued by Competent Boards – Global ESG & Climate Certificate & Designation Program and one issued by the Brazilian Institute of Corporate Governance, where she also teaches Corporate Governance. Skills and Qualifications: Ms. Aleixo Lustosa brings to the Board significant experience in global capital markets and financial risk management, as well as regulation and public policy and advising large, complex organizations in both the public and private sectors. She also has experience and insights into South America capital and energy markets. | | Sheila Bair, 70 Board Member since 2019 Deputy Chair Committees: Audit; Corporate Governance and Nominations (Chair); Enterprise Risk Management | Ms. Bair is the former Chair of the Federal Deposit Insurance Corporation (FDIC), where she served in that capacity from 2006 to 2011. After leaving the FDIC, she joined the Pew Charitable Trust as a senior advisor, a role she held from 2011 through 2015. Ms. Bair also served as president of Washington College from 2015 to 2017, and senior advisor to the international law firm DLA Piper, from 2014 to 2015. Earlier in her career, she also served as Assistant Secretary for Financial Institutions at the U.S. Department of the Treasury (2001 to 2002), Senior Vice President for Government Relations of the New York Stock Exchange (1995 to 2000), Commissioner of the Commodity Futures Trading Commission (1991 to 1995), and as counsel to Kansas Republican Senate Majority Leader Bob Dole (1981 to 1988). She continues her work on public policy issues as chair emeritus of the Systemic Risk Council, as a founding director of the Volcker Alliance, and as a Senior Fellow of the Center for Financial Stability. Ms. Bair is a non-employee director of Lion Electric Company, where she serves as a member of the Compensation Committee and chairs the Nomination and Corporate Governance Committee. She is a former Board Chair of Fannie Mae and non-employee director of Host Hotels & Resorts, Inc., Thomson Reuters and the Industrial and Commercial Bank of China Ltd. She is an accomplished author and has written several books on financial issues. In 2021, she was appointed trustee of the prestigious Economists for Peace and Security, and the Eminent Persons Group, which advises the IFRS Foundation on sustainability financial disclosures. She holds a bachelors from the University of Kansas and a J.D. from the University of Kansas School of Law. She also holds honorary doctorates from Kansas University, Amherst College and Drexel University. Skills and Qualifications: Ms. Bair brings to the Board significant experience in global capital markets and financial risk management, as well as regulation and public policy, and advising large, complex organizations in both the public and private sectors. |

  36. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | Carol Browner, 68 Board Member since 2013 Committees: Corporate Governance and Nominations; Sustainability and Corporate Responsibility (Chair) | Ms. Browner is senior of counsel at Covington & Burling LLP, a multinational law firm, and is a member of their environmental, social and governance practice. From 2011 to 2021, Ms. Browner was senior counsel at Albright Stonebridge Group, a global advisory firm. From 2009 to 2011, she served as Assistant to President Barack Obama and director of the White House Office of Energy and Climate Change Policy. From 2001 to 2008, Ms. Browner was a founding principal of the Albright Group and Albright Capital Management LLC. Previously, she served as Administrator of the Environmental Protection Agency from 1993 to 2001. She also chairs the board of the League of Conservation Voters. She holds a J.D. and B.A. from the University of Florida. Skills and Qualifications: Ms. Browner brings to the Board significant experience in regulation and public policy, the environment and sustainability, particularly with respect to agriculture, energy and renewable fuels, and also advising large, complex organizations in both the public and private sectors. | | Gregory Heckman, 61 Board Member since 2018 | Mr. Heckman has been our CEO since 2019 and also has served as a director since October 2018. Mr. Heckman has more than 30 years of experience in the agriculture, energy and food processing industries. He is Founding Partner of Flatwater Partners and has served as CEO of The Gavilon Group from 2008 to 2015. During his time at Gavilon, he led the company through a period of considerable growth in both the agriculture and energy industries prior to the eventual sale of the agriculture business to Marubeni Corporation and the energy business to NGL Energy Partners. Prior to that, he served as Chief Operating Officer of ConAgra Foods Commercial Products and President and COO of ConAgra Trade Group. Mr. Heckman serves on the board of the Federal Reserve Bank of St. Louis and as a non-executive director on the Board of Directors of OCI NV, a global producer of fertilizer and chemicals. In addition, he serves on the New York Stock Exchange Board Advisory Council and the Executive Committee of the Chair's Council for Greater St. Louis, Inc. Mr. Heckman holds a B.S. in agriculture economics and marketing from the University of Illinois at Urbana-Champaign. Skills and Qualifications: Mr. Heckman's deep agribusiness and food industry knowledge and leadership experience, his proven track record in driving growth and shareholder value at Bunge and previous businesses he has led, as well as his experience as our CEO, provides the Board with valuable perspectives as we continue to grow our portfolio of businesses, while increasing our focus on sustainability and optimizing our operation and risk management execution. |

  37. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | Bernardo Hees, 54 Board Member since 2019 Committees: Human Resources and Compensation; Sustainability and Corporate Responsibility | Mr. Hees was a partner at 3G Capital, a global investment firm, from 2010 until the end of 2019. Mr. Hees served as CEO of The Kraft Heinz Company from July 2015 until June 2019 and as CEO of H.J. Heinz Company from June 2013 until its merger with Kraft Foods Group, Inc. in July 2015. Previously, Mr. Hees served as CEO of Burger King Worldwide Holdings, Inc., a global fast food restaurant chain, from September 2010 to June 2013 and Burger King Worldwide, Inc. from June 2012 to June 2013, and as CEO of América Latina Logística, a logistics company, from January 2005 to September 2010. Mr. Hees serves as Executive Chairman of the Board of Directors of Avis Budget Group, Inc. He holds a B.A. in Economics from the Pontifical Catholic University of Rio de Janeiro and an MBA from Warwick Business School in the United Kingdom. Skills and Qualifications: Mr. Hees' experience as a former chief executive of a large international consumer products company and his experience as a former partner of a global investment firm provides the Board with valuable perspective relating to mergers and acquisitions and global food and food ingredient supply chains. He also provides the Board with insights into the South American marketplace. He has a finance background, and a strong understanding of compensation and sustainability matters. | | Adrian Isman, 61 CPP Investments Board Nominee | Mr. Isman has been CEO of Calosense Inc, a medical services company, since joining in November 2023. Prior to Calosense, Mr. Isman started working at Louis Dreyfus Company (LDC), a global agriculture commodities company in 1985. He left LDC in 1997 to serve as Chief Executive Officer of Marc Rich Agriculture Latin America until 2000, when he returned to LDC until his retirement in 2022. While at Louis Dreyfus, Mr. Isman served as CEO North America Region from 2017 to 2022. Prior to that, he served in various roles of increasing responsibility in regions across South America, Asia and the United States, including commodities trading, government relations, Chief Operations Officer and Chief Executive Officer of various regions, Head of the Juices platform and Co-Head of the Grains and Oilseeds platform. Mr. Isman currently serves as a director for Purefield Ingredients, a private agriculture company, and previously served as a director and Chairman of the Board for Biosev SA, a public company in Brazil that was subsequently acquired by Raizen SA, and for Calyx SA. Mr. Isman holds an undergraduate degree in Economics from the Universidad de Buenos Aires, an Advanced Management Program degree from INSEAD and Fundacao Dom Cabral, and a Corporate Governance Program certificate from the Columbia Business School. Skills and Qualifications: Mr. Isman's extensive global leadership experience at a global agriculture commodities company, as well as his extensive experience in commodities trading, mergers and acquisitions and government relations, provides the Board with valuable leadership expertise in agriculture, commodities, transactions and public policy. In addition, Mr. Isman brings a wealth of international experience, with a strong focus on South America. He also has extensive experience in oilseed processing. |

  38. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | Anne Jensen, 51 CPP Investments Board Nominee | Ms. Jensen became the Chief Operating Officer, Assets & Logistics for Norden, a global shipping company located in Denmark in January 2024. Previously, she served as President and Chief Executive Officer for TotalEnergies EP Canada, a global energy company, from 2021 to 2023, Vice President Midstream from 2019 to 2021 and Managing Director Total Energy Trading 2018 to 2019. Prior to that, Ms. Jensen was the Managing Director for Trading at Maersk Oil, where she was responsible for strategy, business development, commercial negotiations, organizational change and regulatory compliance. Prior to working at Maersk Oil, she worked for Shell in various countries and commercial areas, such as West Africa, North Sea, Americas and Denmark, where she was responsible for maximizing profitability and customer portfolios. Ms. Jensen has a Business Administration – Marketing Management degree from Copenhagen Business School, Denmark. Skills and Qualifications: Ms. Jensen brings extensive experience in trading in the energy industry and has a strong understanding of investments, commodities and supply chains from her roles at TotalEnergies, Maersk Oil and Shell. In addition, she has experience leading in a global company, as well as experience in strategy, risk management, logistics, sustainability and compliance. She also has extensive experience in dealing with Canadian markets and regulatory agencies, where Viterra has a significant footprint. | | Michael Kobori, 64 Board Member since 2021 Committees: Enterprise Risk Management; Sustainability and Corporate Responsibility | Mr. Kobori is currently the Chief Sustainability Officer at Starbucks Coffee Company, a position he has held since 2020. Prior to joining Starbucks, he was with Levi Strauss & Co. where he served as Vice President, Sustainability from 2007 to 2020 and the Director, Global Code of Conduct from 2001 to 2006. Prior to that, he was with The Asia Foundation, where he supported human rights and economic development in Bangladesh, Thailand and Vietnam. Mr. Kobori currently serves on the Advisory Committee for Voluntary Foreign Assistance and the President's Leadership Council of The Asia Foundation. Mr. Kobori has been a lecturer in corporate sustainability at the Haas School of Business, University of California at Berkeley. He is the Executive Producer of Utopia Theatre Project, an artist-led social justice theater company. Mr. Kobori has served on a number of not-for profit boards and advisory commissions, including the Cotton Board, Better Cotton Initiative, Sustainable Apparel Coalition, ILO Better Work, and Levi Strauss Foundation. He holds a Masters of Public Policy and AB, Psychology and Asian Studies degrees from the University of California, Berkeley. Skills and Qualifications: Mr. Kobori brings to the Board significant experience in environmental matters, sustainability and public policy, particularly with respect to climate, agriculture and water. He also has experience working for a large multinational beverage and manufacturing company with complex supply chains. In addition, his extensive experience in the private sector provides unique perspectives on diversity and social justice matters. He also provides the Board with insights on business operations in Asia. |

  39. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | Christopher Mahoney, 65 Glencore Board Nominee | Mr. Mahoney is the former Chief Executive Officer for Glencore Agriculture Ltd. where he worked for 21 years and served as CEO from 2016 until his retirement in 2019. While at Glencore, Mr. Mahoney led the 2012 acquisition of Viterra Ltd. and led their grain-trading operations for 17 years until his retirement. Mr. Mahoney has served as a non-executive director and member of the risk committee for Viterra Ltd. since 2019. He also currently serves non-executive Chairman of the Board of Director of ED&F Man Holdings Ltd., a global agricultural commodities and financial services merchant, a position he has held since 2021. Prior to working for Glencore, Mr. Mahoney worked for Cargill in various roles of increasing responsibility from 1982 to 1997. Mr. Mahoney has a Master of Arts from Oriel College, University of Oxford U.K., and completed the Tuck Executive Program at Dartmouth College. Skills and Qualifications: Mr. Mahoney’s experience as a former chief executive officer of a large international agriculture company and his extensive experience in commodities trading provides the Board with valuable perspectives. In addition, he has significant merger and acquisition experience and brings invaluable insight into Viterra’s business, where he has served as non-executive director since 2019. He also brings significant global experience, working in both the U.S., Europe and Switzerland, as well as extensive experience with Asia and South America markets. | | Monica McGurk, 54 Board Member since 2023 Committees: Corporate Governance and Nominations; Enterprise Risk Management | Ms. McGurk is currently the Chief Executive Officer of the North American Business Unit at Tropicana Brands Group, a position she has held since October 2023 after joining the company as the CEO of its Mainstream & Chilled Brands business Unit in September 2022. Previously, she served as the Chief Global Growth Officer at Kellogg Company from 2019 to 2022 and the Chief Global Revenue and eCommerce Officer from 2018 to 2019. Prior to working at Kellogg Company, she worked at Tyson Foods and The Coca-Cola Company where she held various P&L and functional leadership positions across strategy, eCommerce and digital media/marketing. She is currently a non-employee director of the privately held company, PivotBio. Ms. McGurk holds a B.A. in Government from Harvard University and a M.B.A. and Certificate in Public Management along with a M.A. in Education from Stanford University. Additionally, she completed the Executive Education Agribusiness Seminar at Harvard Business School; Ethics of AI at the University of Helsinki, Finland; and Introduction to ESG at the Corporate Finance Institute. Skills and Qualifications: Ms. McGurk brings to the Board significant experience in enterprise risk management, ESG, health and nutrition, food waste and packaging, as well as diversity, equity and inclusion initiatives at large multinational companies. She also has significant experience in digital, cybersecurity and AI. In addition, she also has significant leadership experience in each of these areas, including strategy and commercial initiatives globally. |

  40. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | Kenneth Simril, 58 Board Member since 2021 Committees: Audit; Human Resources and Compensation (Chair) | Mr. Simril is the former President and Chief Executive Officer of Fleischmann's Ingredients, a position he held from 2006 to 2021. Prior to joining Fleischmann's, he was the Chief Financial Officer and Chief Operations Officer of Clipper Corporation, a manufacturer of both custom and semi-custom items for the food service industry. Before Clipper Corporation, Mr. Simril was the Chief Financial Officer of ClearPath Networks Inc. He has also served in various finance and engineering roles with Mobil Oil Corporation and Exxon Mobil Corporation. Mr. Simril is a former non-employee director of At Home Group, Inc. He currently serves as an independent director of American Funds managed by the Capital Group, a privately held company. He holds a B.S. in Petroleum Engineering from the University of Southern California and an MBA from Harvard Business School. Skills and Qualifications: Mr. Simril brings to the Board significant financial and leadership expertise and experience working for large, complex multinational companies. In addition, he brings significant food and ingredients experience, energy sector experience, manufacturing, logistics, strategic and investment management experience. Mr. Simril is an audit committee financial expert. | | Markus Walt, 46 Glencore Board Nominee | Mr. Walt is Head of Business Development for Glencore plc, a major producer and marketer of metals and energy commodities headquartered in Switzerland. He is a member of Glencore’s Global Investment and Capital Allocation Committee. Mr. Walt started his career at Glencore in 1999 as an accountant in metals and oil trading based in Baar and London, gaining expertise and in-depth knowledge of the trading environment. In 2002, he joined Glencore’s asset team and performed numerous due diligence and integrations worldwide as the company was acquiring more industrial production assets. Subsequently, he was involved in the Group's strategic M&A activities, including the Glencore IPO in 2011, and the acquisitions of Viterra (2012) and Xstrata (2013). Since 2016, he has served on the Viterra Board and as a member of its audit and remuneration committees. Mr. Walt graduated from the University of Zurich with an MBA and is a CFA® Charter holder. Skills and Qualifications: Mr. Walt brings to the Board significant experience in mergers and acquisitions, strategic planning and value creation gained through his time working for a natural resource company, with a focus on activities such as global agriculture and trading. Mr. Walt has significant risk management experience, establishing the risk management function at Glencore with a focus on aggregated market and credit risk metrics. He led the Glencore team in planning and executing the ownership diversification of Glencore’s agricultural division and has been representing Glencore on the Board of Viterra Limited since 2016 when CPP Investments and BCi became shareholders. He also brings to the board extensive accounting, finance, strategy, compensation and remuneration expertise. |

  41. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | Henry "Jay" Winship, 56 Board Member since 2018 Committees: Audit (Chair); Corporate Governance and Nominations; Human Resources and Compensation | Mr. Winship is the Founder and Managing Member of Pacific Point Capital, LLC and the Founder and Managing Member of Pacific Point Advisors, LLC. Prior to that, he was a Principal, Senior Managing Director and Member of the Investment Committee at Relational Investors, which he joined in 1996. He has over 25 years of experience as an institutional investor and in investment management, accounting and financial management. Mr. Winship is a non-employee director of C.H. Robinson and former non-employee director of CoreLogic, Inc. He also serves on the Board of Advisors of the Corporate Governance Institute at San Diego State University Fowler College of Business. He is a Certified Public Accountant and holds the professional designation of Chartered Financial Analyst. He holds a bachelor's degree in finance from the University of Arizona and an MBA from the University of California, Los Angeles. Skills and Qualifications: Mr. Winship brings to the Board expertise and experience as an institutional investor helping to grow shareholder value at a wide range of public companies. Mr. Winship has significant experience in the areas of finance, capital allocation and risk management, and provides our Board with valuable perspectives on a range of agricultural and food ingredient industry topics. Mr. Winship is an audit committee financial expert and has extensive corporate governance expertise. | | Mark Zenuk, 57 Board Member since 2018 Board Chair Committees: Enterprise Risk Management (Chair) | Mr. Zenuk has served as Managing Partner of Tillridge Global Agribusiness Partners, an agribusiness private equity firm, since 2016. Prior to Tillridge, he was a Managing Director at NGP Energy Capital Management where he led the agribusiness investment platform from 2010 to 2016. Before joining NGP Energy Capital Management, he served in many domestic and international executive leadership roles with Archer Daniels Midland Company ("ADM"), having most recently led ADM’s oilseed business unit. Before joining ADM in 1999, he served as General Manager of the Commodity Marketing Group for the Saskatchewan Wheat Pool and Marketing Manager for the Canadian Wheat Board. He holds a B.S. in Agricultural Economics from the University of Saskatchewan. Skills and Qualifications: Mr. Zenuk's senior leadership experience provides deep knowledge of global agribusiness and food and ingredients markets, along with risk management expertise and, through his private equity experience, financial acumen and a strong commitment to strategic growth and shareholder value. Mr. Zenuk also brings manufacturing and logistics experience in global operations. |

  42. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | R | OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR |

  43. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | PROPOSAL 6 — REELECTION OF THE CHAIR OF THE BOARD |

  44. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    Pursuant to the Swiss Code and our Articles of Association, the authority to elect the Chair of the Board is vested with the general meeting of shareholders. The term of office of the Chair of the Board is the same as the other directors’ terms and extends until completion of the next annual general meeting. The Chair elected at the 2024 Annual General Meeting will have the powers and duties as provided for in our Articles of Association and Organizational Regulations. Upon the recommendation of the Corporate Governance and Nominations Committee, the Board nominates Mark Zenuk for reelection by the shareholders as the Chair of the Board. Mr. Zenuk has served on the board of Bunge’s ultimate holding company since 2018. Since 2023, he has served as the Chair of the Board and is also Chair of the Enterprise Risk Management Committee. Mr. Zenuk’s biographical information may be found above under Proposal 5.

  45. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | R | OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF MARK ZENUK AS CHAIR OF THE BOARD OF DIRECTORS |

  46. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | PROPOSAL 7 — REELECTION OF THE MEMBERS OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE |

  47. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    Pursuant to the Swiss Code and our Articles of Association, the authority to elect the members of the Human Resources and Compensation Committee of the Board is vested with the annual general meeting of shareholders. The term of office of the members of the Human Resources and Compensation Committee is the same as the other directors’ term and extends until completion of the next annual general meeting. Upon the recommendation of the Corporate Governance and Nominations Committee, the Board has nominated Bernardo Hees, Kenneth Simril, and Henry "Jay" Winship, who are currently members of the Human Resources and Compensation Committee, to stand for re-election by the shareholders at the 2024 Annual General Meeting. Biographical information regarding the nominees may be found above under Proposal 5.

  48. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | R | OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE REELECTION OF THE NOMINEES OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS |

  49. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | CORPORATE GOVERNANCE |

  50. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    The following sections provide an overview of our corporate governance policies and practices, including with respect to shareholder outreach, Board structures, tenure and refreshment, independence of directors, Board leadership, risk oversight and key aspects of our Board and committee operations. The Board regularly reviews our policies and processes in the context of current corporate governance trends, regulatory changes and recognized best practices. Board and Corporate Governance Developments Redomestication. This Annual General Meeting will be the first for the Company since shareholders approved the Company’s Redomestication from Bermuda to Switzerland at the Extraordinary General Meeting held on October 5, 2023. At the Extraordinary General Meeting, our shareholders also approved the business combination with Viterra. Subject to and effective upon closing of the Viterra Transaction, Bunge and each of Glencore and CPP Investments will execute shareholder agreements, pursuant to which each of Glencore and CPP Investments have the right to propose two director nominees who, if elected by shareholders, will join the Board upon the closing of the Viterra Transaction. Closing of the Viterra Transaction remains subject to customary closing conditions, including receipt of required regulatory approvals. At this Annual General Meeting, Glencore's and CPP Investments' Board nominees are proposed for election to the Board. However, their election is conditional on the closing of the Viterra Transaction.The Redomestication effectively changed the Company’s place of incorporation and residence from Bermuda to Switzerland. This Redomestication allowed for a multitude of benefits, including the alignment of Bunge’s corporate legal structure and commercial operations, a more central location within our major markets and with balanced corporate governance requirements, a more sophisticated financial and commercial infrastructure and a stable and well-developed legal system. Following the Redomestication, Swiss law now requires the Company to put to a shareholder vote certain proposals that were previously not required, which is why this year's proxy contains additional, new proposals that are subject to shareholder vote. Additionally, we remain subject to SEC reporting requirements, the mandates of the Sarbanes-Oxley Act and the corporate governance requirements of the New York Stock Exchange ("NYSE"), and we continue to report our financial results in U.S. dollars and under U.S. GAAP. Shareholder’s Agreements. Concurrently with the Business Combination Agreement ("BCA"), we have agreed to the terms of the Shareholder’s Agreement with each of Glencore and CPP Investments, which will be executed and become effective at the closing of the Viterra Transaction. Under the Shareholder Agreements, Glencore and CPP Investments will each have the right to designate two individuals for nomination to the Board so long as they continue to own at least 10% of Bunge's total issued and outstanding shares1. As a result of Glencore's and CPP Investments' designations, we have nominated each of Mr. Isman and Ms. Jensen, as representatives of CPP Investments, and each of Messrs. Mahoney and Walt, as representatives of Glencore, for election to the Board. Each nominee has agreed to serve if elected. Ms. Jensen's and each of Messrs. Isman's, Mahoney's and Walt's elections will be contingent and effective upon the closing of the Viterra Transaction. As previously mentioned, we are confident that joining forces with Viterra will, among other valuable factors, facilitate an even stronger company financially, 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. Appointing each of the four members to the Board pursuant to the Shareholder Agreements will allow for the Company to take even more advantage of this highly valuable combination with Viterra, further facilitating the integration of the unique value provided by both companies. Shareholder Engagement Shareholder engagement is a key priority of our Board and management. As a result, the Board has worked with management over the years to develop a robust year-round shareholder outreach program with our investors. Similar to previous years, we solicited engagement with institutional investors representing approximately 40% to 50% of our issued and outstanding shares to offer the opportunity to discuss current and emerging issues that matter most to them, including our performance and strategy, governance matters, executive compensation, sustainability, climate, human capital management, diversity and inclusion and other matters. These meetings included members of our management team, investor relations, human resources, executive compensation, sustainability and legal, as well as our independent Board chair. Additionally, in 2023, we participated in a program led by an ESG advisory organization 1 If their shareholding is at least 5% of the total outstanding Bunge Shares, then each of Glencore and CPP Investments will have the right to designate one individual for nomination to the Board. Glencore and CPP Investments will have no board nomination rights if they hold less than 5% of the total outstanding Bunge Shares. to meet with a consortium of investors to discuss our sustainability strategy, with particular focus on receiving feedback about climate transition planning. Feedback from these discussions is relayed to the Board and is a key element in the development of our governance, compensation and sustainability policies, as well as the ongoing evaluation of our business strategy and performance. For example, as a result of feedback received and collaboration with our shareholders in recent years we have: •taken significant action to refresh our Board and the leadership and composition of our Board committees; •made meaningful changes to our executive compensation program; •implemented simple majority voting at general meetings; •enhanced our proxy disclosures with respect to the composition, skill sets and diversity of our Board; •enhanced our sustainability policies and programs, particularly with respect to addressing deforestation risks in our supply chain, climate-related risks and water sustainability; •updated our Corporate Governance Principles to enhance our Board Membership Criteria, including the addition of a Diversity Policy and director succession planning; •updated our committee charters to clarify the roles and responsibilities with respect to ESG matters; •enhanced our sustainability, risk, compensation and governance disclosures to align them to the relevant elements of the reporting frameworks developed by the Sustainability Accounting Standards Boards (SASB) and the Task Force on Climate-related Financial Disclosures (TCFD); and •implemented full declassification of our Board. The Board will continue to seek investor input in furtherance of its commitment to enhancing our governance practices and building long-term shareholder value. Board Structure and Size As of the date of this proxy statement, our Board consists of 10 directors. However, pursuant to the Shareholder Agreements that will be entered into in connection with the Viterra Transaction, from and following the closing date of the Viterra Transaction, the Board size will increase to 12 directors, with 2 incumbent Bunge directors transitioning off the Board following the closing date. Directors are elected at each annual general meeting of shareholders to hold office for one-year terms until the next annual general meeting of shareholders. Director Selection and Qualifications

  51. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    Our Board maintains a robust process whereby the members focus on identifying, considering and evaluating potential board candidates. As provided in its charter, our Corporate Governance and Nominations Committee leads this process by considering prospective candidates at its meetings. In identifying appropriate candidates, with support from an independent search firm, the committee conducts a thoughtful evaluation focused on recommending candidates, pursuant to the Board Membership Criteria and Diversity Policy set forth in the Corporate Governance Principles, that (1) complement the current members of the Board and other proposed nominees to further the objective of having a Board that guides the long-term strategy and ongoing business operations of the Company, and (2) reflects a diversity of background and experience to effectively perform the functions of the Board and its committees. The following provides an overview of our Board refreshment process. Director Re-elections: Additionally, the Corporate Governance and Nominations Committee annually reviews the tenure, performance, skills and contributions of existing Board members to the extent they are candidates for re-election. Directors eligible for re-election abstain from Board discussions regarding their nomination. In determining whether to recommend a director for re-election, the Committee also considers the director’s participation in and contributions to the activities of the Board, the results of the most recent Board evaluation and meeting attendance. The Board does not believe that directors should expect to be re-nominated annually. Membership on other Boards: Under the Corporate Governance Principles, directors must inform the Chair of the Board and the Chair of the Corporate Governance and Nominations Committee in advance of accepting an invitation to serve on another public company board. In addition, no director may sit on the board, or beneficially own more than 1% of the outstanding equity securities (other than through mutual funds or similar non-discretionary, undirected arrangements), of any of our competitors in our principal lines of business. Board Membership Criteria and Diversity Policy: For all directors, we require an independent mindset, high personal and professional ethics, integrity, sound business judgment, the ability and willingness to commit sufficient time to the Board and to promoting the long-term interests of the Company's shareholders. Our Board considers many factors in evaluating the suitability of individual director candidates, including, but not limited to: a general understanding of global business, finance and other disciplines relevant to the success of a large, publicly traded company; understanding of our business and technology; education, professional background and personal accomplishments; and geographic, gender, age, and racial and ethnic diversity. The Board is committed to actively seeking highly qualified women and individuals from historically underrepresented groups to include in the candidate pool from which Board nominees are selected. Independent Search Firm: A professional search firm recently assisted the Corporate Governance and Nominations Committee in connection with its recommendation of Messrs. Kobori and Simril, who were both appointed to the Board in 2021, Ms. Aleixo Lustosa, who was appointed in 2022 and Ms. McGurk, who was elected to the Board at the 2023 Annual General Meeting. When using a professional search firm, the Corporate Governance and Nominations Committee directs the firm to include in each director search a diverse slate of qualified candidates based on the Board Membership Criteria and Diversity Policy outlined in our Corporate Governance Principles. After consulting with the Corporate Governance and Nominations Committee, the firm further screens and interviews candidates to assess their qualifications, interest and any potential conflicts of interest, and provides its results to the Committee, which uses its independent judgment to determine whether to recommend to the Board a candidate for nomination. Each of the nominees for election at the Annual General Meeting was recommended for nomination to the Board by the Corporate Governance and Nominations Committee. Board Succession and Tenure Director Succession: The Board actively reviews and refreshes its membership. In furtherance of this objective, the Corporate Governance and Nominations Committee assists the Board in developing succession planning guided by the long-term strategy and ongoing business operations of the Company. As part of succession planning, the Corporate Governance and Nominations Committee annually, and on an as needed basis, reviews the composition of the Board against the skills criteria applicable to potential candidates for nomination to the Board, as well as existing directors, and makes director nomination recommendations to the Board. Director Tenure: No director who has reached the age of 72 can be nominated for re-election or re-appointment to the Board; however, the Board does not impose director tenure limits as the Board believes that imposing limits on director tenure could arbitrarily deprive it of the valuable contributions of its most experienced members. Accordingly, length of Board service is one of the factors considered by the Corporate Governance and Nominations Committee in making director nomination recommendations to the Board. Additionally, each director must be re-nominated by the Board on an annual basis, which provides the Board with the opportunity to consider the optimal mix of characteristics, skills, qualifications and experience in the evaluation of the Board members each year. Board Refreshment: Over the course of the last six years, 11 directors have either left the Board or decided not to stand for re-election. As a result, the average tenure of our director nominees is less than three years, with the longest tenured nominee having served for ten years. This significant Board refreshment process has resulted in an increase in the depth, qualifications and diversity represented on the Board. Shareholder Recommendations and Director Nominations

  52. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    The Corporate Governance and Nominations Committee will evaluate candidates recommended by shareholders in the same manner as candidates recommended by the Board. In accordance with our Articles of Association, shareholders who wish to propose a director nominee must give written notice to our Corporate Secretary at our registered address at Route de Florissant 13, 1206 Geneva, Switzerland, at least 120, but no more than 150 calendar days, prior to the first anniversary of the date (as stated in the Company's proxy materials established under applicable U.S. securities laws) on which the Company's definitive proxy statement for the prior year's Annual General Meeting was first released to the Company's shareholders. 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, written notice must be given 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 the Company first makes public disclosure regarding such other meeting date. In each case, the notice must include, as to each person the shareholder proposes to nominate for election or re-election as director, (i) all information relating to that person required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, which includes such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and evidence satisfactory to us that such nominee has no interests that would limit such nominee's ability to fulfill their duties of office and (ii) all information and documentation required pursuant to our Articles of Association, including the information to be included in the Access Notice (as defined in our Articles of Association) and the Nominee Information (as defined in our Articles of Association). We may require any nominee to furnish such other information as reasonably may be required by us to determine the eligibility of such nominee to serve as a director. A shareholder may propose a director nominee to be considered by our shareholders at the annual general meeting provided that the notice provisions in our Articles of Association as set forth above are met, even if such director nominee is not nominated by the Corporate Governance and Nominations Committee. A shareholder may also recommend director candidates for consideration by the Corporate Governance and Nominations Committee at any time. Any such recommendations should include the nominee's name and qualifications for Board membership. Board Independence

  53. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | With respect to the 2024 director nominees, the Board has determined that each non-employee director who served in 2023 and each non-employee director nominee is independent in accordance with the New York Stock Exchange Corporate Governance Standards and that no major relationship exists with Bunge other than as a director. |

  54. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    Regulatory Requirements: In accordance with the listing standards of the New York Stock Exchange (the "NYSE"), to be considered independent, a director must have no material relationship with Bunge directly or as a partner, shareholder or officer of an organization that has a relationship with Bunge. The NYSE has also established enhanced independence standards applicable to members of our Audit Committee and our Human Resources and Compensation Committee. The Board has concluded that each member of our Audit Committee and our Human Resources and Compensation Committee satisfied the applicable enhanced independence standards of the NYSE. Independence Governance Framework: In accordance with the Corporate Governance Principles and our Policy for the Review and Approval of Related Person Transactions, the Corporate Governance and Nominations Committee assists the Board annually to review commercial and other relationships between directors and members of their immediate families and Bunge to make a determination regarding the independence of each director or director nominee. In addition, the Board has adopted categorical standards of director independence which are set forth in Annex A to our Corporate Governance Principles. The Corporate Governance Principles are available through the "Investor Center — Governance" section of our website, bunge.com. Independence Determination: In making its independence determinations, the Board considers relevant facts and circumstances, including that in the normal course of business, purchase and sale and other commercial and charitable transactions or relationships may occur between Bunge and other companies or organizations with which some of our directors or their immediate family members are affiliated. The Board monitors the independence of its members on an ongoing basis to assist it in making determinations of director independence. For 2023, the Board considered the following transactions and relationships and determined them to be immaterial: •Each of Mses. Aleixo Lustosa, Bair, Browner and McGurk and Messrs. Heckman, Hees, Isman, Mahoney, Simril and Winship serve as a non-employee director, trustee or advisory board member of another company that Bunge did business within the ordinary course; •Each of Mses. Browner, Jensen and McGurk, and Messrs. Kobori and Walt serve as executives, partners or officers of another company that Bunge did business within the ordinary course; the Board has reviewed these arrangements and found them to be arms length transactions and determined that each of these directors is independent; and •Mr. Zenuk serves as Managing Partner of Tillridge Global Agribusiness Partners ("Tillridge"), a private equity firm. Bunge conducts business with certain portfolio companies of Tillridge. The highest amount of annual purchase or sale transactions between Bunge and any of the portfolio companies in 2023 was approximately $13 million. Mr. Zenuk does not serve as an officer or employee of any of these portfolio companies and has no involvement in Bunge's dealings with these companies. Additionally, these commercial relationships predated Mr. Zenuk joining our Board. The Board concluded that these transactions were arm's length and determined that Mr. Zenuk is independent. Executive Sessions of Our Board Our Corporate Governance Principles provide that the non-employee directors shall meet without management directors at regularly scheduled executive sessions and at such other times as they deem appropriate. Our Board meets in executive session without management directors present at each regularly scheduled Board meeting. Our non-employee, independent Board Chair presides over these sessions. Certain Relationships and Related Transactions Various policies and procedures, including our Code of Conduct, Corporate Governance Principles, Conflict of Interest Policy, and annual questionnaires and/or certifications completed by our directors and executive officers, require disclosure of and/or otherwise identify transactions or relationships that may constitute conflicts of interest or may require disclosure under applicable SEC rules as "related person transactions". Our Corporate Governance and Nominations Committee has adopted the Policy for the Review and Approval of Related Person Transactions, which is a written policy for the review and approval of related person transactions. This policy is designed to operate in conjunction with and as a supplement to the provisions of our Code of Conduct. These transactions are also reviewed in the context of making annual independence determinations regarding directors. See "Board Independence" above for further information. Under the policy, our legal department will review all actual and proposed related person transactions presented to or identified by it and then submit any transaction in which a related person is reasonably likely to have a direct or indirect material interest to the Corporate Governance and Nominations Committee for review and approval or ratification. In determining whether to approve or ratify a related person transaction, the Corporate Governance and Nominations Committee will consider all the available and relevant facts and circumstances, including, but not limited to, (a) whether the transaction was the product of fair dealing, (b) the terms of the transaction and whether similar terms would have been obtained from an arm's length transaction with a third party and (c) the availability of other sources for comparable products or services. The policy also identifies certain types of transactions that our Board has identified as not involving a direct or indirect material interest and are, therefore, not considered related person transactions for purposes of the policy. For purposes of the policy, the terms "related person" and "transaction" have the meanings contained in Item 404 of Regulation S-K. Board Leadership Structure Our Board does not have a requirement that the roles of CEO and Board Chair be either combined or separated. The Board believes this determination should be made based on the best interests of Bunge and its shareholders at any point in time based on the facts and circumstances then facing the Company. Demonstrating the Board's commitment to making these thoughtful and careful determinations, our Board has separated the Chair and CEO roles since 2013 and has had an independent, non-employee Board Chair since January 1, 2014. Mr. Zenuk currently serves as Board Chair and ex officio member of each committee. The Board believes that its current leadership structure, led by an independent Board Chair and five fully independent committees, is in the best interests of the Company and its shareholders at this time and demonstrates its commitment to independent oversight, which is a critical aspect of effective governance. If, in the future, our CEO also serves as our Board Chair, our Corporate Governance Principles provide that our non-management directors would, on an annual basis, select an independent director to serve as the Board’s lead independent director. The specific responsibilities of a lead independent director are set forth in our Corporate Governance Principles. Mr. Zenuk is expected to continue to serve as Board Chair of the Board following the Annual General Meeting. He has been a director since 2018 and is an independent director under NYSE standards. In addition to Mr. Zenuk’s expected continued role as the Chair of the Board, his governance responsibilities include chairing the Enterprise Risk Management Committee that supervises the quality and integrity of our risk management practices, reviews and approves our risk management policies, oversees the Enterprise Risk Management framework and reviews the scope of our enterprise risks.

  55. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    Mr. Zenuk serves as Managing Partner of Tillridge Global Agribusiness Partners, an agribusiness private equity firm. Previously, he was a Managing Director at NGP Energy Capital Management where he led the agribusiness investment platform and he has held many domestic and international executive leadership roles with Archer Daniels Midland Company. He has a seasoned and long-term perspective and insight into Bunge’s operations, as well as a thorough understanding of our businesses and expertise in our industry. Given his senior leadership experience and deep knowledge of global agribusiness and food and ingredients markets, along with his risk management expertise, the independent members of the Board find that he is the most appropriate choice to serve as Board Chair. Board Meetings and Committees The Board normally has five regularly scheduled meetings per year, and committee meetings are normally held in conjunction with Board meetings. Additionally, the Board holds virtual meetings to receive updates on our business and as circumstances may require. Our Board met eight times and acted by written consent seven times in 2023. All directors serving on the Board as of December 31, 2023 attended at least 95% of the combined Board and committee meetings on which they served during the last fiscal year. Our Organizational Regulations give our Board the authority to delegate its powers to committees appointed by the Board. We have five standing Board committees: the Audit Committee, the Human Resources and Compensation Committee, the Enterprise Risk Management Committee, the Corporate Governance and Nominations Committee and the Sustainability and Corporate Responsibility Committee. Each of these committees is chaired by an independent director and composed entirely of independent directors. The members of the Audit Committee and the Human Resources and Compensation Committee also meet the enhanced independence rules of the SEC and NYSE applicable to such committees. Pursuant to their charters, each of these committees is authorized and assured of appropriate funding to retain and consult with external advisors and counsel, as they deem appropriate, to assist in the performance of their duties. The committees are required to conduct meetings and take action in accordance with the directions of the Board, the provisions of our Organizational Regulations and the terms of their respective committee charters. Each of these committees has the power under its charter to sub-delegate the authority and duties designated in its charter to subcommittees or individual members of the committee as it deems appropriate, unless prohibited by law, regulation or any NYSE listing standard. Copies of these committee charters are available through the "Investor Center — Governance — Governance documents" section of our website, bunge.com. Please note that the information contained in or connected to our website is not intended to be part of this proxy statement. The tables that follow provide primary responsibilities and 2023 membership and meeting information for each Board committee as of December 31, 2023 (for the membership of each of the Board Committees that is expected following the Annual General Meeting, see "Director Nominees" on page 3). See "Environmental, Social and Governance" for a description of the role each Board committee serves with respect to the oversight of ESG matters:

  56. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | Audit Committee |

  57. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | 2023 meetings l 9 | Primary Responsibilities: | | Members: Henry "Jay" Winship (Chair) Eliane Aleixo Lustosa de Andrade Sheila Bair Kenneth Simril | •the quality and integrity of our financial statements and related disclosures; •compliance with legal and regulatory requirements; •the independent auditor's qualifications, independence, fees and performance; •the performance of our internal audit and control functions; and •assists the Board in its oversight of cybersecurity. |

  58. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    The Audit Committee meets separately with our independent auditor and also in quarterly executive sessions with members of management, including our chief audit executive and our chief compliance officer. Additionally, the Audit Committee regularly meets in executive sessions at which only the Audit Committee members are in attendance, without any members of our management present. No Audit Committee member may simultaneously serve on the audit committees of more than two other public companies without the prior approval of the Board. Messrs. Winship and Simril qualify as audit committee financial experts.

  59. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | Human Resources and Compensation Committee |

  60. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | 2023 meetings l 5 | Primary Responsibilities: | | Members: Kenneth Simril (Chair) Bernardo Hees Henry "Jay" Winship | •designing, reviewing and overseeing Bunge's executive compensation program; •reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating the performance of the CEO in light of these goals and objectives and setting the CEO's compensation based on this evaluation; •reviewing the evaluation by the CEO of each executive officer reporting directly to the CEO and overseeing and approving the total compensation packages for each executive officer reporting directly to the CEO; •reviewing and approving employment, consulting, retirement and severance agreements and arrangements, as applicable, for the CEO and executive officers reporting directly to the CEO; •reviewing and making recommendations to the Board regarding our incentive compensation plans, including our equity incentive plans, and administering our equity incentive plans; •establishing and reviewing our executive and director share ownership guidelines; •reviewing our compensation practices to ensure that they do not encourage unnecessary and excessive risk-taking; •administering Bunge’s clawback policy and performing such duties and responsibilities as may be assigned in accordance with the terms of the policy; •making recommendations to the Board on director compensation; and •overseeing talent management programs, succession planning and the Company's initiatives and policies related to diversity and inclusion, workforce environment and culture. |

  61. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    The Human Resources and Compensation Committee has sole authority to select and retain any compensation consultants or advisors and to approve their fees. For additional information on the Human Resources and Compensation Committee's role, its use of outside advisors and their roles, as well as the Human Resources and Compensation Committee's processes and procedures for the consideration and determination of executive compensation, see "Compensation Discussion and Analysis — Determining Compensation" beginning on page 61 of this proxy statement.

  62. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | Corporate Governance and Nominations Committee |

  63. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | 2023 meetings l 4 | Primary Responsibilities: | | Members: Sheila Bair (Chair) Carol Browner Monica McGurk Henry "Jay" Winship | •monitoring significant developments in the law and practice of corporate governance and overseeing, reviewing, and recommending changes to the Company’s corporate governance framework; •leading the Board in its annual performance evaluation; •developing and recommending to the Board and overseeing the Corporate Governance Principles of the Company; •advising the Board with respect to charters, structure, and functions of the committees of the Board and qualifications for membership thereon; •assisting the Board by actively identifying individuals qualified to become Board members; •overseeing policies and processes relating to director orientation and continuing education; •assisting the Board with director succession planning and director recruitment processes; •making director independence recommendations to the Board; •recommending to the Board the director nominees for election at the next annual meeting of shareholders; and •periodically reviewing the political contribution program and the Company's position and engagement on relevant public policy governance issues. |

  64. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | Enterprise Risk Management Committee |

  65. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | 2023 meetings l 4 | Primary Responsibilities: | | Members: Mark Zenuk (Chair) Sheila Bair Michael Kobori Monica McGurk | •supervising the quality and integrity of our risk management practices; •reviewing and approving our risk management policies and risk limits on a periodic basis (including climate-related risks) and advising our Board on risk management practices (see "Risk Oversight" on page 35 for more information); and •overseeing the development of an Enterprise Risk Management framework, periodically reviewing a wider scope of enterprise risks facing the Company, including climate-related risks, and management's risk mitigation strategies. |

  66. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | Sustainability and Corporate Responsibility Committee |

  67. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | 2023 meetings l 4 | Primary Responsibilities: | | Members: Carol Browner (Chair) Eliane Aleixo Lustosa de Andrade Bernardo Hees Michael Kobori | •oversight of our governance policies, strategies and programs with respect to sustainability and corporate social responsibility, including matters related to: –human rights; –food safety; –environmental matters related to climate change and emissions, water conservation and management, energy consumption and efficiency, product stewardship, and waste disposal; –the Company's public commitments regarding non-deforestation and emissions reductions; –corporate sustainability reporting; –ESG external trends and public affairs; –relations with stakeholders; –assisting the Board and Enterprise Risk Management Committee in fulfilling their risk management oversight responsibility relating to ESG; and –philanthropy and community relations. |

  68. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    Board and Committee Evaluations Pursuant to NYSE requirements, our Corporate Governance Principles and the charters of each of the Board’s committees, the Board and each of its committees conducts annual self-assessments of their performance. The Board recognizes that a thorough and constructive assessment process is an essential component of good corporate governance. These self-assessments are intended to facilitate a candid assessment and discussion by the Board and each committee of its effectiveness and performance and identification of areas for improvement. A summary of the process is below:

  69. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | Questionnaires: | •The Corporate Governance and Nominations Committee Chair and the Committee members oversee the overall Board committee self-assessment process. •Questionnaires for the Board and each standing committee are reviewed and updated on an annual basis prior to distribution to each of the directors. •Topics include, but are not limited to: –Board and committee dynamics, meetings, materials and effectiveness; –the flow of information to and from the Board and its committees; –Board composition, size and leadership; and –corporate strategy, risk oversight and management, director and executive compensation, succession planning and shareholder engagement. | | Individual Directors: | •Each director is provided with a questionnaire for the full Board and one for each standing committee on which the director serves. | | Reviews: | •The Corporate Governance and Nominations Committee, along with the third-party facilitator, which may be retained as deemed appropriate, reviews and discusses the responses to the Board and all committee questionnaires. •Each committee reviews and discusses the responses to their respective committee questionnaires. •The Corporate Governance and Nominations Committee provides the Board with a summary of the Board and committee questionnaires and develops recommendations for areas that the Board and its committees should consider as improvements. These areas are further discussed by the Board. | | Board Summary and Feedback: | •The Chair of the Corporate Governance and Nominations Committee, working with the Board Chair, other directors and the senior management team as appropriate, develops action plans for any items that require follow-up. | | Changes implemented: | •In addition to significant Board refreshment, in recent years the Board’s approach to Board and committee self-assessments has resulted in changes made to Board agendas, meeting materials, management presentations, committee responsibilities and charters, committee consultants, leadership and composition. |

  70. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    Executive Succession Planning and Leadership Development Succession planning and leadership development are top priorities for the Board and management. On an annual and as needed basis, the Human Resources and Compensation Committee, with oversight by the Board, reviews succession plans and candidate profiles for the CEO and other senior management positions, and oversees talent management programs that drive capability building, leadership development and workforce culture. The Human Resources and Compensation Committee also reviews workforce health metrics at each meeting that provide insight into workforce movement, diversity and inclusion initiatives, engagement and culture. The Board believes that succession planning: •is a board-driven, collaborative and continuous process; •should consider the Company's long-term strategic goals; and •involves building a diverse and inclusive, talent-rich organization by attracting and developing the right people. Individuals who are identified as succession candidates for critical positions are given exposure and visibility to Board members through formal presentations and informal events. Risk Oversight Our Board of Directors oversees management's approach to risk management, which is designed to support the achievement of our strategic objectives and enhance shareholder value. Our Board has considered the most effective organizational structure to appropriately oversee major risks. It has established a dedicated Board committee, the Enterprise Risk Management Committee, which enables greater focus at the Board level on risk oversight tailored to our business and industries. Additionally, each of our other Board committees considers risks within its area of responsibility. All Board committees regularly report on their activities to the full Board to promote effective coordination and to ensure that the entire Board remains apprised of major risks, how those risks may interrelate, and how management addresses those risks. Finally, Bunge has management teams responsible for risk, including a Chief Risk Officer, a Management Risk Committee and an Internal Audit team to assist with the day-to-day implementation, governance and monitoring of risk management strategies and risk mitigation efforts. An overview of each Board committee and their respective roles in risk oversight are outlined below:

  71. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | Entity | Primary Responsibility for Risk Management | | Enterprise Risk Management Committee | •Oversees the quality and integrity of our risk management practices relating to the following key areas: commodities risk, foreign exchange risk, liquidity, interest rate and funding risk, credit and counterparty risk, country risk, climate-related risk, new trading or investing business activity risk and sanctions and derivatives compliance. •Reviews and approves corporate risk policies and limits associated with our risk appetite. •Oversees the development of an Enterprise Risk Management framework, periodically reviewing a wider scope of enterprise risks facing the Company, and management's risk mitigation strategies. •Meets regularly with our CEO, CFO, Chief Risk Officer, Chief Compliance Officer and other members of senior management to receive regular updates on our risk profile and risk management activities. | | Audit Committee | •Oversees risks related to our financial statements, the financial reporting process and accounting and financial controls. •Receives an annual risk assessment briefing from our chief audit executive, as well as periodic update briefings, and reviews and approves the annual internal audit plan that is designed to address the identified risks. •Reviews key risk considerations relating to the annual audit with our independent auditor. •Assists the Board in fulfilling its oversight responsibility with respect to legal and compliance matters, including meeting with and receiving periodic briefings from members of our legal staff and chief compliance officer. •Oversees our cybersecurity and other information technology risks, including risk management programs and controls. |

  72. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | Entity | Primary Responsibility for Risk Management | | Human Resources and Compensation Committee | •Oversees risks relating to compensation and benefits programs to ensure incentives are appropriately balanced and do not motivate executives and employees to take imprudent risks. •Oversees programs, policies and practices relating to talent management, diversity and inclusion, and workforce environment and culture. •Oversees CEO and senior management succession planning and compensation. •Advises the Board on CEO and director compensation. •Administering the Company’s clawback policy and performing such duties and responsibilities as may be assigned in accordance with the terms of the policy. See "Compensation and Risk" beginning on page 76 of this proxy statement for more information. | | Corporate Governance and Nominations Committee | •Oversees risks related to our governance framework and processes. •Identifies individuals qualified to serve as Board members pursuant to the guidelines and diversity policy established by the Board in the Corporate Governance Principles. •Provides oversight of Board effectiveness and independence. •Conducts the annual Board and committee self-assessment process that is aimed at ensuring that the Board and its committees are functioning effectively and able to meet their responsibilities, including risk oversight. | | Sustainability and Corporate Responsibility Committee | •Oversees the Company's governance, policies, strategies and programs related to sustainability, corporate social responsibility matters, human rights, food safety, product stewardship, and environmental trends, issues, risks and concerns which could affect the Company’s business activities and performance. •Oversees and provides guidance to management on sustainability, corporate social responsibility, political and environmental governance matters in public debate, public policy, regulation and legislation. •Reviews the Company's charitable giving policies and programs. |

  73. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    | Entity | Primary Responsibility for Risk Management | | Management | •Chief Risk Officer: Implements an effective risk management framework and provides daily oversight of risk. •Chief Technology Officer: Provides updates to the Audit Committee and the Board on cyber trends, incidents, risks, and the Company's response systems and mitigation strategies on a periodic annual and as needed basis. •Chief Audit Executive: Provides reliable and timely information to our Board, Audit Committee and management regarding our Company’s effectiveness in identifying and appropriately controlling risks. •Chief Compliance Officer: Implements the Compliance and Ethics program and provides updates to the Audit Committee and the Enterprise Risk Management Committee regarding regulatory compliance and ethics related risks and mitigation strategies. •Management Risk Committee: Reviews and monitors key exposures, emerging risks and drivers of risk. Serves as the most senior management-level risk governance body at the Company, and reviews on an ongoing basis key enterprise risks. Provides oversight for all risk management activities, including the risk framework. |

  74. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    Corporate Governance Principles and Code of Conduct Our Board has adopted Corporate Governance Principles that set forth our corporate governance objectives and policies and, subject to our Articles of Association and Organizational Regulations, govern the functioning of the Board. Our Corporate Governance Principles are available through the "Investor Center — Governance" section of our website, bunge.com. Please note that information contained in or connected to our website is not intended to be part of this proxy statement. The Code of Conduct reflects our values, vision and culture and sets forth our commitment to ethical business practices and reinforces various corporate policies. Our Code of Conduct applies to all of our directors, officers and employees worldwide, including our CEO and senior officers. Our Code of Conduct is available on our website. We intend to post amendments to and waivers of (to the extent applicable to certain officers and our directors) our Code of Conduct on our website. Communications with Our Board To facilitate the ability of shareholders to communicate with our Board and to facilitate the ability of interested persons to communicate with non-management directors, the Board has established a physical mailing address and an electronic address to which such communications may be sent, which is available on our website, bunge.com, through the "Investor Center — Governance" section. Communications received are initially directed to our legal department, where they are screened to eliminate communications that are merely solicitations for products and services, items of a personal nature not relevant to us or our shareholders and other matters that are improper or irrelevant to the functioning of the Board or Bunge. All other communications are forwarded to the relevant director, if addressed to an individual director or a committee chair, or to the members of the Corporate Governance and Nominations Committee if no particular addressee is specified. Board Member Attendance at Annual General Meetings It is the policy of our Board that our directors attend each annual general meeting of shareholders. In 2023, all nominees who were serving as directors at the time attended our annual general meeting. Environmental, Social and Governance We leverage our leadership, extensive knowledge of the industry, and our deeply rooted relationships with customers at both ends of the value chain to address the sustainability challenges facing the food, feed, and fuel supply chains in which we operate. We intend to address those challenges by, among other things, connecting farmers and our end customers as they seek to establish common approaches to overcome shared sustainability challenges. This means that the decisions we make — from strategy to investments to operations — look at the associated GHG impact and how it will shape our long-term climate ambitions. With a sustainability mindset, we can enhance our focus on decarbonization in both our operations and in our supply chains, continue providing low carbon solutions to our food, feed, and fuel customers, and ensuring climate-related risks are deeply embedded into our governance framework. We have a proud history of accomplishment that we are building on to realize our approach. We recognize the interconnectedness of addressing climate change, building a more sustainable food system and efforts to enhance food security. Bunge’s size and connectivity means we not only have a unique perspective on a variety of aspects of the food security conversation but we believe we can also help to influence the solutions at scale. That is why we strive to incorporate sustainability into many areas of our business, from how we plan and develop our strategic goals, compensate employees and operate our facilities to how we engage with our customers, suppliers, employees, communities and other stakeholders. The very nature of the work we do—connecting farmers to consumers to deliver essential food, feed and fuel to the world—requires a deep understanding of the environment and market demands around us. It means we must face head on the realities of a changing climate and food insecurity, as we work to minimize our impact on the planet while meeting the needs of consumers and communities. Our key areas of growth—expansion of our oilseed processing and origination capabilities, production of renewable feedstocks, increasing our plant lipids portfolio and development of new plant-based protein ingredients—are not only central to our business strategy but also a testament to the alignment of sustainability with our corporate vision. In recent years, company-wide improvements enabled Bunge to take advantage of improved market conditions and generate record earnings, which we expect will position us for long-term success. We aim to provide value for our shareholders while continuing to accelerate our focus on sustainable business opportunities that contribute to more climate-friendly agribusiness and food systems. Bunge’s five Board committees oversee Bunge’s governance, compensation, risk management and sustainability practices, including climate-related risks and opportunities. Members of our executive leadership team are directly involved in the development and execution of our sustainability strategy, which includes the management of climate-related risks and opportunities. Below are some highlights of their involvement and responsibilities: •Chief Executive Officer is the final arbiter in the management of sustainability strategy, risks and opportunities, and helps to set the overall vision for the company. •Co-Presidents of Agribusiness oversee the commercial and industrial operations of the business, with management over the sustainability opportunities from products and services, and the implementation of sustainability commitments within the multiple value chains of the enterprise. •President of Food Solutions oversees the sustainability solutions for key global customers in Bunge’s food and ingredients business, particularly in tropical and edible oils. •Chief Financial Officer (CFO) is the management lead of the Audit Committee. The CFO provides overall guidance and strategic input into financial opportunities and risks associated with sustainability issues, as well as oversight of Bunge’s sustainability-linked credit facilities and other “green” loans. •Chief Human Resources Officer (CHRO) is the management lead of the Human Resources and Compensation Committee. The CHRO oversees the embedding of ESG metrics—such as emissions performance and safety— into the compensation of Bunge employees. The CHRO also leads the diversity, equity and inclusion strategy, along with the talent development programs throughout the business. •Chief Risk Officer (CRO) is the management lead of the Enterprise Risk Management Committee. The CRO oversees the enterprise risk management process of the company, with the inclusion of climate-related risks and opportunities and their impacts on the business strategy, operations and investments. •Chief Transformation Officer assesses long-term business growth strategy and opportunities, and considers the sustainability impact they may have. •Chief Legal Officer (CLO) is the management lead of the Corporate Governance and Nominations Committee. The CLO manages legal and ethical risks and regulatory compliance of the business. •Our Chief Technology Officer (CTO) oversees the global business transformation team and supports and enables technology solutions which align with our sustainability commitments, objectives and opportunities.

  75. Key Skills, Qualifications, Backgrounds and Experience Following the 2024 Annual General Meeting

    •Chief Sustainability Officer and Government Affairs (CSO) is the management lead of the Sustainability and Corporate Responsibility Committee. The CSO leads a global team operating across multiple geographies and functions, which regularly engages business leadership to ensure company-wide alignment with sustainability objectives and opportunities. Over the past year, Bunge has established multiple cross-functional teams of subject matter experts focused on ESG matters, including human rights, climate, water and non-deforestation, in an effort to further embed sustainability throughout the company. The teams meet regularly to discuss a range of topics that can help achieve our sustainability commitments and disclosures, or which might have a strategic, operational or financial impact on our business. Additional information on sustainability governance and oversight can be found in Bunge’s upcoming 2024 Global Sustainability Report, which will be located on our website at bunge.com/sustainability.

  76. Our Culture of Belonging

    | DIRECTOR COMPENSATION |

  77. Prohibitions Against Short Sales, Hedging, Margin Accounts and Pledging

    | | Non-Employee Director Compensation | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Total ($) | | Eliane Aleixo Lustosa de Andrade | $110,000 | $199,919 | $309,919 | | Sheila Bair | $130,000 | $199,919 | $329,919 | | Carol Browner | $120,000 | $199,919 | $319,919 | | J. Erik Fyrwald(3) | $43,516 | $— | $43,516 | | Bernardo Hees | $100,000 | $199,919 | $299,919 | | Kathleen Hyle(3) | $63,462 | $— | $63,462 | | Michael Kobori | $100,000 | $199,919 | $299,919 | | Monica McGurk(4) | $63,736 | $199,919 | $263,655 | | Kenneth Simril(4) | $122,747 | $199,919 | $322,666 | | Henry "Jay" Winship | $125,000 | $199,919 | $324,919 | | Mark Zenuk(4) | $171,429 | $299,834 | $471,263 |

  78. Key Elements of 2023 Executive Compensation

    | Pay Element | Pay Philosophy | Components | Performance Link | | | Base Salary | Varies based on role, skill level, individual contributions and geographic circumstances | Cash | Sustained individual performance | | | Annual Incentive Plan ("AIP")(1) | Driven by achievement of the company and individual performance against strategic priorities | Cash | Bunge Financial Performance | Adj PBT(I) +/- Scorecard Objectives Modifier | | | | | Individual / Strategic Goal | | | Long-Term Incentive Plan ("LTIP") | Aligns interests of executives with shareholders and drives achievement of sustained long-term value creation | PBRSUs | 3-Year Cumulative EPS | | | | | | 3-Year Average AROIC | | | | | | 3-Year RTSR (Modifier) | | | | | | Stock Price Appreciation | | | | | TBRSUs | | |

  79. Target Mix of Executive Compensation

    | | Base Salary | Annual Cash Incentive | Long-Term Equity Based Incentive | | CEO Target Total Compensation Mix(1) | 9% | 15% | 76% | | | | 91% Variable | |

  80. Target Mix of Executive Compensation

    | | Base Salary | Annual Cash Incentive | Long-Term Equity Based Incentive | | Other NEO Target Total Compensation Mix(1) | 22% | 20% | 58% | | | | 78% Variable | |

  81. Target Mix of Executive Compensation

    Role of the Human Resources and Compensation Committee Ensure strong governance and adherence to pay for performance principles. The Human Resources and Compensation Committee is composed entirely of non-employee independent directors and is responsible for the governance of our executive compensation program, including but not limited to designing, reviewing and overseeing administration of the program. Each year, the Human Resources and Compensation Committee reviews and approves all compensation decisions relating to the NEOs. Generally, all decisions with respect to determining the amount or form of NEO compensation are made by the Human Resources and Compensation Committee in accordance with the methodology described below. When making compensation decisions, the Human Resources and Compensation Committee analyzes data from the comparator groups described on page 63 of this proxy statement. In addition, the Human Resources and Compensation Committee also considers several factors that it deems important in setting target total direct compensation for each NEO: •Individual responsibilities, experience and achievements of the NEO and potential contributions towards our performance; •Input and recommendations from the independent compensation consultant; •Recommendations from the CEO and CHRO (for officers other than themselves); and •Relationship between pay and performance against the peer group. The differences in target compensation levels among our NEOs are primarily attributable to the differences in the median range of compensation for similar positions in the comparator groups and the factors described above. Role of Executive Officers Assist in executing on our pay for performance strategy. The CEO assists the Human Resources and Compensation Committee in setting the strategic direction of our executive compensation program, evaluates the performance of the NEOs (excluding himself) and makes recommendations to the Human Resources and Compensation Committee regarding their compensation in consultation with the CHRO. Although it gives significant weight to the CEO's recommendations, the Human Resources and Compensation Committee retains full discretion in making compensation decisions. The CEO is not present during the deliberations on his compensation. The CEO, CFO and the CHRO also participate in developing and recommending the performance criteria and measures for our NEOs under our annual and long-term incentive plans for consideration by the Human Resources and Compensation Committee. No other executive officers participated in the executive compensation process for 2023. Our human resources department, under the supervision of the CHRO, also supports the Human Resources and Compensation Committee in its work and implements our executive compensation program. Role of Independent Compensation Consultant Provide independent advice toward the fulfillment of the Human Resources and Compensation Committee's mission. Pursuant to its charter, the Human Resources and Compensation Committee is empowered to hire outside advisors as it deems appropriate to assist in the performance of its duties. The Human Resources and Compensation Committee has sole authority to retain or terminate any such advisors and to approve their fees. The Human Resources and Compensation Committee has retained Semler Brossy as its independent compensation consultant to provide information, analysis and objective advice regarding our executive compensation program. Management has no role in the Human Resources and Compensation Committee selecting Semler Brossy. The Human Resources and Compensation Committee periodically meets with Semler Brossy to review our executive compensation program and discuss compensation matters. For 2023, Semler Brossy performed the following functions at the Human Resources and Compensation Committee's request: •Assisted the Human Resources and Compensation Committee in its review and assessment of the peer group for the purpose of providing competitive market information for the design of executive compensation programs; •Compared each element of the NEOs' target total direct compensation opportunity with the corresponding compensation elements for the comparator groups to assess competitiveness; •Prepared an analysis of pay and performance relative to the peer group to support the Human Resources and Compensation Committee's goal of aligning our executive compensation program with shareholders' interests; •Prepared the compensation risk assessment in relation to our executives; •Advised the Human Resources and Compensation Committee on competitive pay practices for non-employee director compensation; •Prepared presentations for the Human Resources and Compensation Committee on general U.S. trends and practices in executive compensation; •Supported the Human Resources and Compensation Committee in its review of this CD&A; and •Advised the Human Resources and Compensation Committee on the design of executive incentive programs and arrangements. The Human Resources and Compensation Committee reviews its relationship with Semler Brossy annually. The process includes a review of the quality of the services provided, the fee structure for the services, and the factors impacting Semler Brossy's independence under the rules of the SEC and the listing standards of the NYSE. In March 2024, the Human Resources and Compensation Committee concluded that no conflict of interest exists that would prevent Semler Brossy from independently advising the Human Resources and Compensation Committee. Competitive Market Positioning Opportunities to earn superior pay for superior performance. We use various methods to determine the elements of our executive compensation program and review current compensation practices and levels. Our executive compensation program strives to provide a mix of base salary, target annual cash incentive awards and target annual long-term equity-based incentive award values (referred to, in aggregate, as target total direct compensation) that is aligned with the program's principles and objectives and is competitive with compensation provided by a peer group of selected publicly traded companies. The Human Resources and Compensation Committee, in consultation with its independent compensation consultant, Semler Brossy, selects several peer companies having one or more of the following characteristics:

  82. Target Mix of Executive Compensation

    | Peer Group Composition | | 2023 Peer Group (n=16) | | Industry | •Agricultural, Chemicals, Fertilizers •Food Processing •Raw Materials •Logistics/Distribution | •Alcoa Corporation •Archer-Daniels-Midland Company •Conagra Brands, Inc. •Corteva, Inc. •Dow Inc. •General Mills, Inc. •Ingredion Incorporated •International Paper Company •Kellonova (f/k/a Kellogg Company) •The Mosaic Company •Nutrien Ltd. •PPG Industries, Inc. •Sysco Corporation •Tyson Foods, Inc. •US Foods Holding Corp. •WestRock Company | | Revenue | •Revenue targeted between 0.2 to 1.5x Bunge •Preference for companies with more than 25% of revenue generated outside the United States | | | Market Capitalization | •Market Capitalization targeted between 0.5 to 3.0x Bunge | |

  83. Target Mix of Executive Compensation

    Bunge has few direct competitors, so we have built a peer group comprised of companies in relevant and adjacent industries that have similar global operations, scale and are of similar size to Bunge. These peers generally represent companies from which Bunge may attract talent and, therefore, provide the best comparison for the purpose of determining appropriate compensation levels. The ratio of market capitalization relative to revenue in commodities-based businesses such as ours regularly results in our placing in the top quartile in revenue and at approximately the lower quartile in market capitalization within our peer group.

  84. Bunge position (I) vs. 2023 Peer Group

    Bunge position (I) vs. 2023 Peer Group

  85. Bunge position (I) vs. 2023 Peer Group

    | | 0 | 25 | | 50 | 75 | | 100 | | Revenue(1) | | | | | | | | | | | | | | | 88th Percentile | | | Market Capitalization(1) | | | | | | | | | | | | 41st Percentile | | | | |

  86. Bunge position (I) vs. 2023 Peer Group

    (1)Based on publicly available data for the peer group as of December 31, 2023. The Human Resources and Compensation Committee periodically reviews the composition of the peer group and, as appropriate, updates it to ensure continued relevance and to reflect mergers, acquisitions or other business-related changes that may occur. No changes were made to the peer group for 2023. We continue to maintain an adequate number of peers to establish a robust data set and better balance the composition of revenue and market capitalization among the peers. In determining NEO compensation, the Human Resources and Compensation Committee reviews a market analysis prepared by Semler Brossy, which includes equally weighted general industry and peer group compensation data provided by Willis Towers Watson. This data enables the Human Resources and Compensation Committee to compare the competitiveness of NEO compensation based on their individual responsibilities and scope against comparable positions within our peer group and a broader general industry group of public companies. We refer to the peer group and other data sources collectively as the "comparator groups." As an initial guideline, the Human Resources and Compensation Committee generally seeks to set target total direct compensation levels for the NEOs at levels that are competitive with the median of the comparator groups. Our executive compensation program retains the flexibility to set target total direct compensation above or below the median of the comparator groups in the Human Resources and Compensation Committee's reasonable discretion to recognize factors such as market conditions, job responsibilities, experience, skill sets and ongoing or potential contributions to Bunge. In addition, actual compensation earned in any annual period may be at, above, or below the median depending on the individual's and Bunge's performance for the year.

  87. Bunge position (I) vs. 2023 Peer Group

    | PRINCIPAL ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM |

  88. Bunge position (I) vs. 2023 Peer Group

    Base Salary Compensation for responsibilities, skill and experience. A portion of annual cash compensation is paid as base salary to provide NEOs with a competitive level of pay for the execution of their key responsibilities. Base salaries for the NEOs are reviewed on an annual basis, and in connection with a promotion, individual performance or other change in responsibilities. The Human Resources and Compensation Committee establishes base salaries for the NEOs based on several factors, including: •Evaluation of the executive's scope of responsibilities; •Experience, contributions, skill level and pay compared to comparable executives in the comparator groups; •Input and recommendations from its independent compensation consultant; and •Recommendations from the CEO, in consultation with the CHRO, for each NEO, other than the CEO. No NEOs received a base salary increase in 2023. There is no set schedule for base salary increases. Salary increases are periodically provided based on competitive factors or in connection with an increase in responsibilities. Base salaries are generally targeted at approximately the median level for comparable executives in the comparator groups. The Human Resources and Compensation Committee set the base salaries of the NEOs in 2023 as follows:

  89. Bunge position (I) vs. 2023 Peer Group

    | Executive | Base Salary (as of 12/31/2023) | | Gregory Heckman | $1,200,000 | | John Neppl | $750,000 | | Christos Dimopoulos(1) | $831,810 | | Julio Garros(2) | $728,008 | | Joseph Podwika | $600,000 |

  90. Bunge position (I) vs. 2023 Peer Group

    (1)Amounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.1883 U.S. dollars per Swiss franc as of December 31, 2023. (2)Amounts shown have been converted from Brazilian reals to U.S. dollars at the exchange rate of 0.2061 U.S. dollars per Brazilian real as of December 31, 2023. The base salary earned by each NEO is set forth in the "Salary" column of the Summary Compensation Table on page 78 of this proxy statement. Annual Incentive Plan Drive achievement of short-term progress toward long-term value creation. The Human Resources and Compensation Committee provides certain NEOs an opportunity to earn cash incentive awards under our Annual Incentive Plan (AIP), an annual, performance-based incentive plan that is directly related to the achievement of overall Company financial and predetermined strategic measures, aligned with our long-term strategy and goals. This same plan is available to a broad group of employees. Target annual cash incentive award opportunities under the AIP are established by the Human Resources and Compensation Committee using analyses of comparable executives in the comparator groups and based on a percentage of each respective NEO's base salary. The Human Resources and Compensation Committee generally sets target annual cash incentive opportunities to be competitive with the median level for comparable executives in the comparator groups. The following target annual incentive awards were established for our NEOs in 2023:

  91. Bunge position (I) vs. 2023 Peer Group

    | Executive | 2023 Target Annual Incentive Percent of Base Salary | 2023 Target Annual Incentive Award Opportunity | | Gregory Heckman | 170% | $2,040,000 | | John Neppl | 100% | $750,000 | | Christos Dimopoulos(1) | N/A | N/A | | Julio Garros(2) | 100% | $728,008 | | Joseph Podwika | 75% | $450,000 |

  92. Bunge position (I) vs. 2023 Peer Group

    (1)Mr. Dimopoulos participates in the RMOI (as discussed below), therefore, is not eligible for the AIP. (2)Amounts shown have been converted from Brazilian reals to U.S. dollars at the exchange rate of 0.2061 U.S. dollars per Brazilian real as of December 31, 2023. For 2023, the target annual incentive award opportunity for our NEOs, including the CEO, Mr. Heckman, did not change. The actual annual incentive awards earned by each NEO may be above, at, or below the established target level based on Bunge's financial performance and the respective NEO's individual performance goals attained for the relevant year. In order to receive a partial incentive award under the AIP, a threshold level must be attained before a payout is made. Incentive opportunities are also subject to caps on the amounts that can be earned. For 2023, Messrs. Heckman, Neppl and Garros were eligible to receive a payout ranging from 0% to 240%, and for Mr. Podwika 0% to 235%, of their target annual incentive award opportunity shown in the far-right column in the table above. In order to earn a maximum payout, both financial and individual performance must be achieved at maximum levels of 250% and 200% of target, respectively. For 2023, the Human Resources and Compensation Committee established the following performance weightings for NEOs under the AIP:

  93. Bunge position (I) vs. 2023 Peer Group

    | Executive | Financial Performance | Individual Performance | | | Adj PBT(I) +/- Modifiers | Strategic Objectives | | Gregory Heckman | 80% | 20% | | John Neppl | 80% | 20% | | Christos Dimopoulos(1) | N/A | N/A | | Julio Garros | 80% | 20% | | Joseph Podwika | 70% | 30% |

  94. Bunge position (I) vs. 2023 Peer Group

    (1) Mr. Dimopoulos participates in the RMOI (as discussed below), therefore, is not eligible for the AIP.

  95. Financial Performance

    Financial Performance Maintain focus on One Bunge and overall Company performance. For 2023, we once again operated under our funding approach for the annual incentive plan. The funding approach calculates a share of profit that is then allocated based on the individual incentive targets for each of the more than 7,000 employees in the plan. The funding approach is intended to remove variability driven by difficulty in forecasting our commodity driven business and better align with overall results for shareholders. The main funding mechanism is Adj PBT(I). This may then be modified up or down by the scorecard objectives, which are driven by operational performance and ESG and HCM goals. The AIP funding rate is evaluated annually by the Human Resources and Compensation Committee and set at a level that ensures 1) the range of outcomes is competitive to market, including payouts consistent with standard levels of probability, 2) no payout is generated unless cost of capital is achieved and 3) the target payout is aligned with our externally stated baseline earnings. The AIP funding rate for 2023 was set at 4.2% of Adj PBT(I), +/- 1.8% based on the modifiers, as established by the Human Resources and Compensation Committee on March 13, 2023.

  96. Financial Performance

    | Adj PBT(I)x | Final Funding Rate | ÷ | Aggregate AIP Financial Performance Target | = | Payout of Financial Performance |

  97. Financial Performance

    | Performance Metric | Threshold (30% Payout) | Target (100% Payout) | Maximum (250% Payout) | Actual | | Implied Adj PBT(I)(1) | $314 | $1,048 | $2,619 | $2,603 | | | | Payout of Financial Performance | | 248% | | (1) Based on an Aggregate AIP Financial Performance Target of $54M | | | | |

  98. 2023 Annual Incentive Award Determinations

    2023 Annual Incentive Award Determinations The Human Resources and Compensation Committee reviews and approves the annual incentive awards based on audited results of the financial performance and the achievement of individual performance objectives, as described above. The Human Resources and Compensation Committee seeks to set rigorous, but achievable, goals at the beginning of the year and evaluates preliminary payouts at year-end to ensure appropriate alignment of pay and performance. The table below sets forth the actual annual incentive awards paid to each NEO for performance achieved in 2023:

  99. 2023 Annual Incentive Award Determinations

    | Executive | 2023 Calculated Award Percent of Target | 2023 Actual Award Total Value | | Gregory Heckman | 238% | $4,863,360 | | John Neppl | 233% | $1,750,500 | | Christos Dimopoulos(1) | N/A | N/A | | Julio Garros(2) | 238% | $1,735,572 | | Joseph Podwika | 226% | $1,017,450 |

  100. 2023 Annual Incentive Award Determinations

    (1)Mr. Dimopoulos participates in the RMOI (as discussed below), therefore, is not eligible for the AIP. (2)Amounts shown have been converted from Brazilian reals to U.S. dollars at the exchange rate of 0.2061 U.S. dollars per Brazilian real as of December 31, 2023. The actual amount awarded to each NEO is also set forth in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table on page 78 of this proxy statement. Annual Risk Management & Optimization Incentive Awards Mr. Dimopoulos had responsibility for optimizing the financial contribution derived from managing the related physical and financial flows within our Agribusiness segment. This financial contribution results from optimizing the risk created from managing the timing differences of procuring from farmers when they are willing to sell and selling to customers when they are ready to buy. Accordingly, he participated in a separate performance-based annual cash incentive award opportunity in 2023—the annual Risk Management & Optimization Incentive ("RMOI") award.

  101. 2023 Annual Incentive Award Determinations

    | Executive | Financial Performance | Risk Management & Optimization | | | Adj PBT(I) +/- Modifiers | Risk Adjusted Profit | | Gregory Heckman(1) | N/A | N/A | | John Neppl(1) | N/A | N/A | | Christos Dimopoulos | 50% | 50% | | Julio Garros(1) | N/A | N/A | | Joseph Podwika(1) | N/A | N/A |

  102. 2023 Annual Incentive Award Determinations

    A portion of this award opportunity reflects the role as executive leader in contributing to the overall success of the Company and is linked directly to the achievement of the same financial performance results as described for the AIP above: Adj PBT(I), modified by our achievement of scorecard objectives. The remainder of this award opportunity reflects the direct impact of Mr. Dimopoulos on the earnings from trading, merchandising and positioning to maximize the earnings at risk in our asset base. The performance metric used for the RMOI award is Risk Adjusted Profit, which we define as the aggregate contribution generated from optimizing the physical and financial flows of our Agribusiness value chains after applying working capital and risk capital charges to take into account the quality of earnings generated relative to the amount of capital utilized during the year. The award opportunity is intended to align the compensation we provide for Mr. Dimopoulos with the compensation provided to comparable executives in commodity-based environments in the comparator groups. The award is subject to a minimum level of performance that must be achieved before a payout under the award will occur. The award is also subject to a maximum for which the payout may not exceed. The following target RMOI award was established by the Human Resources and Compensation Committee in 2023:

  103. 2023 Annual Incentive Award Determinations

    | Executive | 2023 Target RMOI Percent of Base Salary | 2023 Target RMOI Award Opportunity | | Gregory Heckman(1) | N/A | N/A | | John Neppl(1) | N/A | N/A | | Christos Dimopoulos(2) | 125% | $1,039,762 | | Julio Garros(1) | N/A | N/A | | Joseph Podwika(1) | N/A | N/A |

  104. 2023 Annual Incentive Award Determinations

    (2)Amounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.1883 U.S. dollars per Swiss franc as of December 31, 2023. For 2023, target RMOI award opportunity for Mr. Dimopoulos did not change. The actual annual incentive award earned may be above, at, or below the established target level based on Bunge's financial performance and the RMOI performance attained for the relevant year. Incentive opportunities are also subject to caps on the amounts that can be earned. For 2023, Mr. Dimopoulos was eligible to receive a payout ranging from 0% to 250% of his target RMOI award opportunity shown in the far-right column in the table above.

  105. 2023 RMOI Award Determinations

    | | Payout for 2023 Actual RMOI | | Payout Mix for 2023 Actual RMOI | | | Executive | Percent of Target | Total Value | Paid | Deferred | | Gregory Heckman(1) | N/A | N/A | N/A | N/A | | John Neppl(1) | N/A | N/A | N/A | N/A | | Christos Dimopoulos(2) | 249% | $2,589,008 | $1,939,157 | $649,851 | | Julio Garros(1) | N/A | N/A | N/A | N/A | | Joseph Podwika(1) | N/A | N/A | N/A | N/A |

  106. 2023 RMOI Award Determinations

    (1)Messrs. Heckman, Neppl, Garros and Podwika participate in the AIP and, therefore, are not eligible for the RMOI. (2)Amounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.1883 U.S. dollars per Swiss franc as of December 31, 2023. The actual amount awarded is also set forth in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table on page 78 of this proxy statement. Long-Term Incentive Plan Aligns majority of pay with shareholder interests. The long-term equity-based incentive element of our executive compensation program is designed to incentivize actions that will drive sustainable, long-term value creation by providing NEOs with a continuing stake in our long-term success and to serve as an important component of retention. We further emphasize equity ownership by senior executives through the share ownership guidelines described on page 75 of this proxy statement. Pursuant to the 2016 EIP, the Human Resources and Compensation Committee primarily grants long-term incentive awards to NEOs in the form of PBRSUs and TBRSUs that vest upon continued service over a specified period of time. Grants are generally made in the first quarter of each year, when compensation decisions for the year are made and after the public release of our year-end audited financial results. In limited, special situations, equity awards may be granted at other times in the event of a new hire, promotion, for retention purposes or to recognize exceptional performance. The mix of long-term incentives for the 2023 annual grant cycle for the NEOs was 60% PBRSUs and 40% TBRSUs. The Human Resources and Compensation Committee targets the value of the long-term incentive awards granted to the NEOs to provide total compensation opportunities that approximate the median of comparable executives in the comparator groups. The Human Resources and Compensation Committee also considers the following factors in determining the type and amount of long-term incentive awards: •feedback from shareholder engagement; •input and recommendation from its independent compensation consultant; •potential shareholder dilution; •share overhang (defined as the number of shares available for grant, plus outstanding stock option and restricted stock unit awards); •burn rate or run rate (defined as the number of shares granted divided by the number of registered shares issued and outstanding); and •projected cost and accounting expense on our earnings. In 2023, the Human Resources and Compensation Committee granted the following long-term incentive award amounts to NEOs:

  107. 2023 RMOI Award Determinations

    | Executive | 2023 Total LTIP Target Value | | Gregory Heckman | $10,600,000 | | John Neppl | $2,500,000 | | Christos Dimopoulos | $2,000,000 | | Julio Garros | $2,000,000 | | Joseph Podwika | $1,500,000 |

  108. Performance-Based Restricted Stock Unit Awards

    Performance-Based Restricted Stock Unit Awards Reward achievement of long-term value drivers, EPS and AROIC, and stock price appreciation. PBRSUs are tied to our long-term performance to ensure that NEO pay is directly linked to the achievement of sustained long-term operating performance. Reflective of the desire to balance earnings growth and efficient use of capital, the Human Resources and Compensation Committee has chosen to measure performance in an equal mix of three-year cumulative EPS and three-year average AROIC for Bunge as a whole, with a relative TSR ("RTSR") modifier. AROIC is used to account for mark-to-market timing differences and adjust for readily marketable inventories. The Human Resources and Compensation Committee considers EPS and AROIC key drivers of shareholder value and fundamental to long-term value creation. On February 17, 2023, the Human Resources and Compensation Committee approved the grant of PBRSUs to the NEOs for the 2023-2025 performance period. Payouts of the PBRSUs, if any, will generally be subject to the NEO's continued employment through the vesting date (generally, the third anniversary of the grant date) and will be based (i) 50% on our achievement of cumulative EPS targets and (ii) 50% on our achievement of average AROIC targets established by the Human Resources and Compensation Committee on the grant date. Once the achievement of the financial targets has been calculated, up to an additional 25% may be added or subtracted from the results depending on Bunge's three-year performance relative to the S&P 500 Industrials comparator group. In the event that the RTSR would result in a positive modifier, but Total Shareholder Return of Bunge is negative over the three-year period, the RTSR modifier will not be applied. In no event will the RTSR modifier result in an overall PBRSU achievement greater than the maximum payout attached to the award, which for the 2023 grant is 200% of the award target. Upon vesting, each PBRSU is settled with a Bunge registered share. In addition, dividend equivalents are paid in our registered shares on the date that PBRSUs are otherwise paid out, based on the number of shares vesting. However, in no event will dividend equivalents be paid on any shares in excess of the target award granted. In setting the 2023-2025 targets, the Human Resources and Compensation Committee considered multiple factors, including: •our externally stated goals; •investor expectations; •peer and broader market historical performance; •industry economic factors; •our historical and potential performance; •long-range plans and capital investments; and •typical distributions of payouts over time. The resulting EPS and AROIC targets are established at levels that are intended to incentivize achievement of our long-term strategic plans and the continuous improvement of returns above our cost of capital. Given our policy to not provide specific earnings guidance, performance targets for the 2023-2025 cycle are not disclosed prior to the end of the performance period as the Human Resources and Compensation Committee believes that disclosure would cause competitive harm to the Company. As mentioned above, the Human Resources and Compensation Committee targeted to deliver 60% of the value of the 2023 long-term incentive award in PBRSUs. Information regarding the fair market value and number of PBRSUs that the NEOs may earn at the end of the 2023-2025 performance period, subject to satisfaction of the performance metrics described above, is shown in the Grants of Plan Based Awards Table on page 80 of this proxy statement. 2021-2023 PBRSU Award Determinations. Each year, following the end of a three-year PBRSU performance cycle, the Human Resources and Compensation Committee reviews and certifies the performance attained based on our reported audited financial statements, subject to the Human Resources and Compensation Committee's discretion under the 2016 EIP to adjust such results for unusual, unanticipated or non-recurring items and events. In February 2024, the Human Resources and Compensation Committee reviewed and certified achievement of the performance metrics for the PBRSUs granted on March 15, 2021 for the 2021-2023 performance period. Fifty percent of the 2021-2023 awards vest based on three-year cumulative diluted EPS from continuing operations and 50% on three-year average AROIC. The RTSR modifier has the potential to add or subtract up to 25% from the results. Based on the Human Resources and Compensation Committee's determination that performance was at the levels set forth in the table below, PBRSUs were paid out at 200% of awarded target for the 2021-2023 performance period:

  109. Performance-Based Restricted Stock Unit Awards

    | Performance Metric | Threshold (30%) | Target (100%) | Maximum (200%) | Actual(1) | Results | | EPS | $9.00 | $15.00 | $21.00 | $39.75 | 200% | | AROIC | 6.6% | 10.0% | 12.0% | 20.1% | 200% | | | Weighted average payout of performance metrics | | | | 200% | | RTSR Modifier | 25%ile | 50%ile | 75%ile | 89%ile | +25% | | | Total payout with modifier (capped at maximum; no modifier applied) | | | | 200% |

  110. Performance-Based Restricted Stock Unit Awards

    (1)Adjusted for the same gains and charges as the Annual Incentive Plan, as described above.

  111. Time-Based Restricted Stock Unit Awards

    Time-Based Restricted Stock Unit Awards Reward stock price appreciation and continued service. For 2023, the Human Resources and Compensation Committee granted TBRSUs with 40% weighting for all NEOs to promote alignment with shareholder interests as the ultimate value received will be a function of stock price performance. TBRSUs also help us maintain competitive compensation levels and retain executive talent through a multi-year vesting schedule. TBRSUs generally vest in full on the third anniversary of the date of grant. On February 17, 2023, the Human Resources and Compensation Committee approved the grant of TBRSUs to the NEOs effective March 15, 2023. Information regarding the grant date fair value and the number of TBRSUs awarded to each NEO is set forth in the Grants of Plan Based Awards Table on page 80 of this proxy statement. Retirement and Executive Benefits Competitively address basic health, welfare and retirement income needs. We provide employees with a wide range of retirement and other employee benefits that are designed to assist in attracting and retaining employees critical to our long-term success and to reflect the competitive practices of the companies in the peer group. U.S.-based NEOs are eligible for retirement benefits under the following plans: (i) Bunge Retirement Savings Plan; (ii) Bunge Excess Contribution Plan; (iii) Bunge Supplemental Excess Contribution Plan; and (iv) Bunge Deferred Compensation Plan. Each non-U.S.-based NEO is eligible to participate in a statutory retirement plan that covers substantially all employees who are employed in the country where the NEO is based. Amounts contributed by Bunge to such plans are set forth in the "All Other Compensation" column of the Summary Compensation Table on page 78 of this proxy statement. Our executive compensation program also provides NEOs with limited perquisites and personal benefits. The Human Resources and Compensation Committee, in consultation with Semler Brossy, periodically reviews the benefits provided to the NEOs to ensure competitiveness with market practices.

  112. Perquisites and Executive Benefits

    Perquisites and Executive Benefits It is the Human Resources and Compensation Committee's practice to limit special perquisites and executive benefits provided to the Company's executives. The Human Resources and Compensation Committee periodically reviews the perquisites provided to our executive officers under our executive compensation program. Under the current policy, we provide U.S.-based executive officers, including the NEOs, with a limited annual perquisite allowance of $9,600. Non-U.S. NEOs are provided with an automobile allowance in accordance with Company programs and local market practices. In 2023, the Human Resources and Compensation Committee approved a limited budget of up to $100,000 of incremental cost for non-business use of the company charter aircraft by the CEO. Post-Employment and Change of Control Benefits Focus executives on shareholder interests during periods of uncertainty. Our executive compensation program is designed to provide for the payment of post-employment benefits upon certain types of terminations. Providing post-employment and change of control benefits assists us in attracting and retaining executive talent and reduces the personal uncertainty that executives are likely to feel when considering a corporate transaction. These arrangements also provide valuable retention incentives that encourage executives to complete such transactions, thus enhancing long-term shareholder value. Messrs. Dimopoulos, Garros and Podwika are provided with post-employment benefits under the Executive Severance Plan, which includes change of control severance protections. Specifically, it contains a "double trigger" vesting requirement for the payment of post-employment benefits, meaning that both (1) a change of control must occur and (2) the NEO's employment must also be terminated under certain specified circumstances before they are entitled to any payments. All unvested equity awards are also subject to double trigger vesting upon a change of control. The Executive Severance Plan includes a 24-month non-competition and non-solicitation covenant in the case of change of control. Neither our Executive Severance Plan nor other compensation arrangements provide for a golden parachute excise tax gross up. Messrs. Heckman and Neppl are provided with certain post-employment benefits pursuant to individual Executive Employment Agreements. The terms of Executive Severance Plan and the Executive Employment Agreements are set forth under the Potential Payments Upon Termination of Employment or Change of Control table beginning on page 83 of this proxy statement.

  113. Perquisites and Executive Benefits

    The Human Resources and Compensation Committee maintains and is committed to a policy of strong corporate governance. The principal governance elements of our executive compensation program are described in further detail below. Executive Compensation Recoupment Policy Mitigate unnecessary risk-taking that may have adverse impact on Bunge. The Board has adopted a recoupment policy ("clawback") with respect to executive compensation. The policy provides that, if the Board or an appropriate committee thereof determines that an executive officer or other senior executive has engaged in any fraud or misconduct that caused or was a significant contributing factor to having to restate all or a portion of its financial statement(s), the Board or committee shall take such actions as it deems appropriate to remedy the misconduct and prevent its recurrence. The actions that may be taken against a particular executive include: •requiring reimbursement of any bonus or incentive compensation paid to the executive; •causing the cancellation of any equity-based awards granted to the executive; and •seeking reimbursement of any gains realized on the disposition or transfer of any equity-based awards, if and to the extent that, (i) the amount of compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to a restatement, (ii) the executive engaged in fraud or misconduct that caused or significantly contributed to the restatement and (iii) the amount of the compensation that would have been awarded to or received by the executive had the financial results been properly reported would have been lower than the amount actually awarded or received. Any clawback under this policy is in addition to any other remedies that may be available to Bunge under applicable law. Effective December 1, 2023, Bunge adopted an additional recoupment policy to comply with the final Dodd-Frank clawback rules adopted by the SEC and the NYSE (the “Dodd-Frank Policy”). Under the Dodd-Frank Policy, in the event that Bunge is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under U.S. securities law, Bunge (with limited exceptions) will recover compensation from each current or former executive officer who, during the three fiscal years preceding the date on which Bunge is required to file the accounting restatement, received compensation from incentive awards based on the erroneous financial data that exceeds the amount of incentive-based compensation the executive would have received based on the restatement. The Human Resources and Compensation Committee has sole discretion to determine how to seek recovery under the policy and may forgo recovery if it determines that it would be impracticable and either the cost of recovery would exceed the amount sought to be recovered, or that recovery would cause an otherwise tax-qualified retirement plan broadly available to employees to fail to meet applicable tax qualification requirements. A copy of the Dodd-Frank Policy is included as an exhibit in Bunge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Share Ownership Guidelines Ensure appropriate level of long-term wealth tied to shareholder returns. To further align the interests of senior management with our shareholders, the Board maintains share ownership guidelines that require executive officers to hold significant amounts of our registered shares. Executive officers are expected to meet minimum ownership guidelines by April 30 following the fifth anniversary of the date the executive is hired or appointed to a covered title, as applicable. The guideline applicable to senior executives is based on a multiple of base salary. •CEO – 6x base salary •Other NEOs – 3x base salary •Other Senior Executives - 2x base salary The Human Resources and Compensation Committee reviews the progress of the NEOs toward meeting the ownership guidelines annually. In the event of financial hardship or other good cause, the Human Resources and Compensation Committee may approve exceptions to the share ownership guidelines as the Human Resources and Compensation Committee deems appropriate. For a description of the ownership guidelines applicable to our non-employee directors, see "Director Compensation" on page 45 of this proxy statement. The following count towards meeting the ownership guideline: (i) shares beneficially owned by the executive directly or indirectly and (ii) 50% of the value of unvested TBRSUs. Unvested and vested unexercised stock options do not count toward achievement of the guidelines, along with unearned PBRSUs. Executive officers, including the NEOs, are required to hold a minimum of 50% of the shares net of taxes acquired through long-term incentive plans (including stock options, PBRSUs and TBRSUs) until the guidelines are met. If the initial ownership period has lapsed, and the minimum ownership guideline is not met, executive officers are required to hold 100% of net shares acquired until the guideline is met. Compliance with the executive share ownership guidelines is reviewed annually. As of December 31, 2023, all NEOs have satisfied the share ownership guidelines. To further encourage a long-term commitment to our sustained performance, executive officers are prohibited from hedging, pledging or using their registered shares as collateral for margin loans. Tax Deductibility of Compensation Section 162(m) of the Internal Revenue Code (and the regulations promulgated thereunder) precludes a public corporation from taking an income tax deduction for compensation exceeding $1 million payable in any year to the corporation’s chief executive officer and other “covered employees,” as defined in Section 162(m). Although our executive compensation program has sought to maximize the tax deductibility of compensation payable to our executive officers to the extent permitted by law, the Human Resources and Compensation Committee continues to retain the flexibility and discretion to make compensation decisions that are driven by market competitiveness and based on the other factors discussed in the CD&A when necessary or appropriate (as determined by the Human Resources and Compensation Committee in its sole discretion) to enable Bunge to continue to retain, attract, reward and motivate its highly-qualified executives.

  114. Perquisites and Executive Benefits

    We believe our compensation programs are designed to establish an appropriate balance between risk and reward in relation to our overall business strategy. To that end, the Human Resources and Compensation Committee has conducted a compensation risk assessment, with the assistance of management and Semler Brossy, the Human Resources and Compensation Committee's independent compensation consultant. Semler Brossy prepared a risk assessment of the executive programs while management prepared an assessment of all other compensation programs used by the Company. The Human Resources and Compensation Committee largely focused its assessment on our executive compensation program, as these are the employees whose actions are most likely to expose us to significant business risk. The relevant features of the executive compensation program that mitigate risk are as follows: •The program utilizes annual and long-term financial performance goals that are tied to key measures of short-term and long-term performance that drive shareholder value, and targets are set with a reasonable amount of stretch that should not encourage imprudent risk-taking. •The Human Resources and Compensation Committee sets target awards under the executive compensation program following the receipt of advice and benchmarking analysis provided by Semler Brossy. •The annual incentive and long-term equity-based compensation program awards are tied to several performance metrics to reduce undue weight on any one measure. •The annual incentive program's performance metric targets a share of profit to align with overall results for shareholders while maintaining performance orientation through scorecard factors and individual performance allocations. •The use of non-financial performance factors in determining the actual payout of annual incentive compensation serves as a counterbalance to the quantitative performance metric. •The executive compensation program is designed to deliver a significant portion of compensation in the form of long-term incentive opportunities, which focuses executives on our long-term success and discourages excessive focus on annual results. •The equity incentive program uses a mix PBRSUs and TBRSUs that vest over several years to ensure that employees are focused on maximizing long-term shareholder value and financial performance and to mitigate the risks associated with the exclusive use of stock price-based awards. •The performance metrics for the PBRSUs are based on overall Bunge performance over a three-year period, reducing incentives to maximize one segment's results and focusing on sustainable performance over a three-year cycle rather than any one year. •Maximum awards that may be paid out under the annual incentive and equity incentive programs are subject to appropriate caps and the Human Resources and Compensation Committee retains the discretion to reduce payouts under the plans. •We have adopted share ownership guidelines that further align the long-term interests of executives with those of our shareholders, as well as restrictions on hedging, holding our registered shares in a margin account and using our registered shares as collateral for loans, which seek to discourage a short-term stock price focus. •We have adopted an executive compensation recoupment policy for senior executives, as discussed in "Executive Compensation Recoupment Policy" on page 75 of this proxy statement. The Human Resources and Compensation Committee reviewed and discussed the findings of the risk assessment and believes that our compensation programs are appropriately balanced and do not motivate employees to take risks that are reasonably likely to have a material adverse effect on Bunge.

  115. Perquisites and Executive Benefits

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($)(2)(3) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation Total ($)(6) | Total ($)(7) | | Gregory Heckman | 2023 | $1,200,046 | $— | $10,964,403 | $— | $4,863,360 | $— | $560,061 | $17,587,870 | | Chief Executive Officer | 2022 | $1,200,046 | $— | $11,480,361 | $— | $4,745,040 | $— | $474,244 | $17,899,691 | | | 2021 | $1,200,046 | $— | $9,991,055 | $— | $4,608,000 | $— | $349,126 | $16,148,227 | | John Neppl | 2023 | $750,029 | $— | $2,585,876 | $— | $1,750,500 | $— | $203,213 | $5,289,618 | | Chief Financial Officer | 2022 | $737,528 | $— | $2,707,599 | $— | $1,707,000 | $— | $200,002 | $5,352,129 | | | 2021 | $700,027 | $— | $1,990,250 | $— | $1,645,000 | $— | $116,766 | $4,452,043 | | Christos Dimopoulos | 2023 | $831,810(8) | $— | $2,068,659 | $— | $2,589,008(8) | $— | $155,913(8) | $5,645,390 | | Co-President, Agribusiness | 2022 | $730,823 | $— | $3,702,366 | $— | $2,354,196 | $— | $137,683 | $6,925,068 | | | 2021 | $655,500 | $— | $2,373,493 | $— | $4,326,357 | $— | $94,687 | $7,450,037 | | Julio Garros | 2023 | $746,925(9) | $— | $2,068,659 | $— | $1,735,572(9) | $— | $23,598 | $4,574,754 | | Co-President, Agribusiness | 2022 | $570,525 | $— | $2,165,962 | $— | $1,583,024 | $— | $21,652(9) | $4,341,163 | | Joseph Podwika | 2023 | $600,000 | $— | $1,551,546 | $— | $1,017,450 | $— | $131,975 | $3,300,971 | | Chief Legal Officer | 2022 | $593,750 | $— | $1,624,448 | $— | $946,800 | $— | $126,325 | $3,291,323 |

  116. Equity Acceleration Under the Equity Incentive Plans

    Equity Acceleration Under the Equity Incentive Plans Under the 2009 Equity Incentive Plan and the 2016 EIP, a participant's equity award will be subject to the following treatment upon a termination of employment (except as otherwise may be provided under an individual award agreement or employment agreement): •In the event of a termination of employment due to death, disability or retirement (age 65 or age 55 with 10 years of service), an individual's stock options granted (i) under the 2009 Equity Incentive Plan will become fully vested and immediately exercisable and (ii) under the 2016 EIP will vest pro rata through the date of termination. Disability has the same meaning as under our long-term disability plan for all awards except incentive stock options, for which disability means permanent and total disability within the meaning of Section 22(e)(3) of the Internal Revenue Code. •In the event of a termination of employment without "cause," all stock options granted (i) under the 2009 Equity Incentive Plan that would have vested in the 12-month period following termination of employment will immediately vest and become exercisable and (ii) under the 2016 EIP will vest pro rata through the date of termination. Generally, for all terminations of employment other than for Cause or voluntary resignation, all TBRSU and PBRSU awards vest pro rata through the date of termination (for PBRSUs, subject to satisfaction of applicable performance goals and a minimum one-year service period). Upon a change of control of the Company, outstanding equity awards under the 2009 Equity Incentive Plan and the 2016 EIP will be subject to the terms and conditions of the Executive Severance Plan.

  117. Estimated Payments Upon Termination of Employment or Change of Control

    Estimated Payments Upon Termination of Employment or Change of Control The potential amount of compensation payable to the listed officer in each situation is shown in the following table. The amounts assume that the respective termination of employment event occurred on December 31, 2023. These amounts are estimates only and do not necessarily reflect the actual amounts that would be paid to the listed officers, which would only be known at the time that they become eligible for payment. The amounts are in addition to: (i) vested or accumulated benefits generally under our retirement plans and nonqualified deferred compensation plans, which are set forth in the disclosure tables above; (ii) benefits paid by insurance providers under life and disability insurance policies; and (iii) benefits generally available to U.S.-based salaried employees, such as accrued vacation. Unless stated otherwise, the value of unvested and accelerated stock options shown in the tables below have been determined by multiplying (i) the number of unvested stock options that would have been accelerated by (ii) the difference between (x) the exercise price of the stock option and (y) $100.95, which was the closing price of our registered shares on December 29, 2023. Likewise, the value of unvested restricted stock unit awards shown in the tables below have been determined by multiplying (i) the number of unvested restricted stock units that would have been accelerated by (ii) the closing price of our registered shares on December 29, 2023.

  118. Estimated Payments Upon Termination of Employment or Change of Control

    | Name / Event of Termination | Cash Severance ($) | Notice Period and Non-Compete Payments ($) | Continuation of Benefits ($) | Accelerated Vesting of Equity ($) | Excise Tax Gross-up or Cut-back ($) | Total ($)(1) | | Gregory Heckman(2) | | | | | | | | Termination "For Cause" | $— | $— | $— | $— | $— | $— | | Termination "Without Cause" or "For Good Reason" | $— | $6,480,000 | $30,084 | $15,020,350 | $— | $21,530,434 | | Termination Related to Change of Control | $— | $6,480,000 | $30,084 | $26,782,539 | $— | $33,292,623 | | Death, Disability or Retirement | $— | $— | $— | $20,294,988 | $— | $20,294,988 | | John Neppl(3) | | | | | | | | Termination "For Cause" | $— | $— | $— | $— | $— | $— | | Termination "Without Cause" or "For Good Reason" | $— | $3,000,000 | $48,409 | $3,362,948 | $— | $6,411,357 | | Termination Related to Change of Control | $— | $3,000,000 | $48,409 | $4,592,316 | $— | $7,640,725 | | Death, Disability or Retirement | $— | $— | $— | $4,592,316 | $— | $4,592,316 | | Christos Dimopoulos(4)(7) | | | | | | | | Termination "For Cause" | $— | $— | $— | $— | $— | $— | | Termination "Without Cause" or "For Good Reason" | $1,871,572 | $— | $— | $3,134,701 | $— | $5,006,273 | | Termination Related to Change of Control | $3,743,144 | $— | $— | $4,972,797 | $— | $8,715,941 | | Death, Disability or Retirement | $— | $— | $— | $4,097,057 | $— | $4,097,057 | | Julio Garros(5)(7) | | | | | | | | Termination "For Cause" | $— | $— | $— | $— | $— | $— | | Termination "Without Cause" or "For Good Reason" | $1,456,016 | $— | $— | $2,196,773 | $— | $3,652,789 | | Termination Related to Change of Control | $2,912,032 | $— | $— | $3,145,098 | $— | $6,057,130 | | Death, Disability or Retirement | $— | $— | $— | $3,145,098 | $— | $3,145,098 | | Joseph Podwika(6)(7) | | | | | | | | Termination "For Cause" | $— | $— | $— | $— | $— | $— | | Termination "Without Cause" or "For Good Reason" | $1,050,000 | $— | $37,662 | $2,066,345 | $— | $3,154,007 | | Termination Related to Change of Control | $2,100,000 | $— | $37,662 | $2,808,429 | $— | $4,946,091 | | Death, Disability or Retirement | $— | $— | $— | $2,808,429 | $— | $2,808,429 |

  119. Estimated Payments Upon Termination of Employment or Change of Control

    (1)Total does not include vested amounts or accumulated benefits through December 31, 2023, including vested stock options, accumulated retirement benefits and amounts under deferred compensation plans, as those amounts are set forth in the disclosure tables above. PBRSUs for the 2021-2023 performance cycle and annual incentive awards for calendar year 2023 are not included in the table, as they are considered earned as of December 31, 2023. For disclosure purposes only, we have assumed that target performance measures were achieved for performance-based awards as of December 31, 2023. (2)For the purposes of this table, Mr. Heckman's compensation for 2023 is as follows: base salary equal to $1,200,000 and a target annual bonus equal to $2,040,000. (3)For purposes of this table, Mr. Neppl’s compensation for 2023 is as follows: base salary equal to $750,000 and a target annual bonus equal to $750,000. (4)For purposes of this table, Mr. Dimopoulos’s compensation for 2023 is as follows: base salary equal to $831,810 and a target annual bonus equal to $1,039,762. Amounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.1883 U.S. dollars per Swiss franc as of December 31, 2023. (5)For purposes of this table, Mr. Garros's compensation for 2023 is as follows: base salary equal to $728,008 and a target annual bonus equal to $728,008. Amounts shown have been converted from Brazilian reals to U.S. dollars at the exchange rate of 0.2061 U.S. dollars per Brazilian real as of December 31, 2023. (6)For the purposes of this table, Mr. Podwika's compensation for 2023 is as follows: base salary equal to $600,000 and a target annual bonus equal to $450,000. (7)Pursuant to the Executive Severance Plan, if employment is terminated by the Company without “Cause” or he resigns for “Good Reason,” each NEO is entitled to a payment equal to (i) 12 months of his then base salary, (ii) 12 months of his target AIP award and (ii) continued payment of COBRA premiums for the NEO (and the NEO's eligible dependents) for up to 18 months.

  120. Estimated Payments Upon Termination of Employment or Change of Control

    | PAY RATIO DISCLOSURE |

  121. Estimated Payments Upon Termination of Employment or Change of Control

    The pay ratio information is provided pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this pay ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We have elected to identify our median employee every three years unless a significant change in our employee population or employee compensation arrangements has occurred.

  122. Median Employee to CEO Pay Ratio

    Median Employee to CEO Pay Ratio For 2023, we calculated annual total compensation for the median employee using the same methodology as for our NEOs as described in the 2023 Summary Compensation Table on page 78 of this proxy statement. The annual total compensation for Mr. Heckman, our CEO, was $17,587,870 (the same amount as reported under the 2023 Summary Compensation Table above) and the median annual total compensation of all of our employees (other than our CEO), was $85,513 adjusted for cost of living. For the cost-of-living adjustment, we used the World Bank's Purchasing Power Parity conversion factor for GDP. This adjustment takes into account the local cost of an equivalent basket of goods, which embeds the exchange rate and inflation into the comparison such that the basket of goods is priced the same in both countries. Based on this information, our CEO's annual total compensation is 206 times that of the median of the annual total compensation of all employees. In addition, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees without any cost-of-living adjustment is 655 times the median employee. This is based on the foreign exchange rate as of December 31, 2023.

  123. Median Employee to CEO Pay Ratio

    | PAY VERSUS PERFORMANCE DISCLOSURE |

  124. Median Employee to CEO Pay Ratio

    The pay versus performance information is provided pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K. The following table sets forth information regarding the compensation per the Summary Compensation Table (SCT) on page 78 of this proxy statement, the compensation actually paid (CAP) to our principal executive officer (PEO) and, on average, to our other NEOs (non-PEO NEOs) during the specified years, as calculated in accordance with the Pay Versus Performance (PvP) disclosure rule, and the Company's performance.

  125. Median Employee to CEO Pay Ratio

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(1) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) ($) | Value of Initial Fixed $100 Investment Based On(3): | | Net Income ($M) | Adjusted EPS ($)(5) | | | | | | | Total Shareholder Return ($) | Industry Index Total Shareholder Return ($)(4) | | | | 2023 | $17,587,870 | $18,428,607 | $4,702,683 | $4,989,878 | $197 | $124 | $2,243 | $13.66 | | 2022 | $17,899,691 | $36,869,068 | $4,977,421 | $6,799,877 | $190 | $137 | $1,610 | $13.91 | | 2021 | $16,148,227 | $53,419,822 | $6,527,939 | $12,048,134 | $173 | $121 | $2,078 | $12.93 | | 2020 | $12,525,442 | $36,032,900 | $5,882,927 | $10,231,847 | $119 | $105 | $1,145 | $8.30 |

  126. Median Employee to CEO Pay Ratio

    (1)Compensation Actually Paid represents the Summary Compensation Table Total adjusted to (a) exclude any positive aggregate change in the actuarial present value of all defined benefit pension plan benefits for the applicable year and (b) include the fair value of current and prior year equity awards that are outstanding, vested or forfeited during the applicable year, instead of the grant date value of awards granted during the applicable year. The following tables show what amounts were deducted from, and added to, the Summary Compensation Table Total to calculate the PEO and Average Non-PEO NEO Compensation Actually Paid:

  127. Median Employee to CEO Pay Ratio

    | PEO SCT Total to CAP Reconciliation | | | | | | | | | | | | Year | Summary Compensation Table Total Compensation | | Deductions | | | Additions | | | | Compensation Actually Paid | | | | | Grant Date Fair Value of Stock and Option Awards(i) | Change in Pension Value & Nonqualified Deferred Compensation Earnings(ii) | | Fair Value at FYE of Stock and Option Awards(iii) | Change in Fair Value of Outstanding and Unvested Stock and Option Awards(iv) | Change in Fair Value of Vested Stock and Option Awards(v) | | | | 2023 | $17,587,870 | - | $10,964,403 | $— | + | $11,184,037 | $2,885,552 | $(2,264,449) | = | $18,428,607 | | 2022 | $17,899,691 | | $11,480,361 | $— | | $15,386,996 | $5,751,424 | $9,311,318 | | $36,869,068 | | 2021 | $16,148,227 | | $9,991,055 | $— | | $18,082,222 | $24,119,250 | $5,061,178 | | $53,419,822 | | 2020 | $12,525,442 | | $6,589,310 | $— | | $21,157,143 | $10,411,408 | $(1,471,783) | | $36,032,900 |

  128. Median Employee to CEO Pay Ratio

    | Average Non-PEO NEO SCT Total to CAP Reconciliation | | | | | | | | | | | | Year | Summary Compensation Table Total Compensation | | Deductions | | | Additions | | | | Compensation Actually Paid | | | | | Grant Date Fair Value of Stock and Option Awards(i) | Change in Pension Value & Nonqualified Deferred Compensation Earnings(ii) | | Fair Value at FYE of Stock and Option Awards(iii) | Change in Fair Value of Outstanding and Unvested Stock and Option Awards(iv) | Change in Fair Value of Vested Stock and Option Awards(v) | | | | 2023 | $4,702,683 | - | $2,068,685 | $— | + | $2,109,884 | $496,315 | $(250,319) | = | $4,989,878 | | 2022 | $4,977,421 | | $2,550,094 | $— | | $3,264,413 | $663,074 | $445,063 | | $6,799,877 | | 2021 | $6,527,939 | | $2,649,102 | $2,848 | | $4,253,230 | $3,534,002 | $384,913 | | $12,048,134 | | 2020 | $5,882,927 | | $1,528,073 | $100,767 | | $3,689,683 | $2,152,985 | $135,092 | | $10,231,847 |

  129. Median Employee to CEO Pay Ratio

    (i) Represents the grant date fair value of stock and option awards granted in Fiscal Year. (ii) No NEOs were eligible to participate in the U.S. pension plan in 2022 or 2023. For 2020 and 2021, no service costs were accrued as Mr. Zachman's pension was under a frozen plan and the other NEOs were not eligible to participate in the U.S. pension plan. No NEOs participate in the deferred compensation program, including our PEO. (iii) Fair value at Fiscal Year-end of outstanding and unvested stock and option awards granted in Fiscal Year. (iv) Change in fair value of outstanding and unvested stock and option awards granted in prior Fiscal Years. (v) Change in fair value as of vesting date of stock and option awards granted in prior Fiscal Years for which applicable vesting conditions were satisfied during Fiscal Year. (2)For 2020 and 2021, the Non-PEO NEOs consisted of Messrs. Neppl, Padilla, Zachman and Dimopoulos. For 2022 and 2023, the Non-PEO NEOs consist of Messrs. Neppl, Dimopoulos, Garros and Podwika. (3)Pursuant to the rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in our registered shares. Historic stock price performance is not necessarily indicative of future stock performance. (4)The industry index is the Standard and Poor's (S&P) 500 Food Products Index as disclosed in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2023. (5)Represents Adjusted Earnings Per Share excluding certain gains and charges, which is the financial measure from the Company performance measure below that the Company uses to link compensation paid to the Company's PEO and Non-PEO NEOs for the years shown to the Company's performance. Adjusted Earnings Per Share excluding notables, as used in this proxy statement, is a non-GAAP financial measure, see Appendix A – Reconciliation of Non-GAAP Financial Measures for reconciliation to the most directly comparable U.S. GAAP measure.

  130. Most Important Performance Measures

    | R | OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE, ON AN ADVISORY BASIS, FOR THE RETROSPECTIVE COMPENSATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS AS SET FORTH IN THE SWISS COMPENSATION REPORT |

  131. Table 1

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(2)(3)(4) | Total ($)(2) | | Eliane Aleixo Lustosa de Andrade(5) | $110,000 | $199,919 | $309,919 | | Sheila Bair | $130,000 | $199,919 | $329,919 | | Carol Browner | $120,000 | $199,919 | $319,919 | | Bernardo Hees | $100,000 | $199,919 | $299,919 | | Michael Kobori | $100,000 | $199,919 | $299,919 | | Monica McGurk | $63,736 | $199,919 | $263,655 | | Ken Simril | $122,747 | $199,919 | $322,666 | | Henry Winship | $125,000 | $199,919 | $324,919 | | Mark Zenuk | $171,429 | $299,834 | $471,263 |

  132. Table 2

    | Name and Principal Position | Salary ($) (1) | Bonus ($) | Stock Awards ($) (1)(2) | Non-Equity Incentive Plan Compensation ($) (1)(3) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) (1)(4) | Registrant Contributions for Medical and Insurance Premiums and Other Social Charges ($)(5) | All Other Compensation ($)(6) | Total ($) (1) | | Gregory A. Heckman Chief Executive Officer | $1,200,046 | $ - | $10,964,403 | $4,863,360 | — | $634,739 | $560,061 | $18,222,609 | | John N. Neppl Chief Financial Officer | $750,029 | $ - | $2,585,876 | $1,750,500 | — | $208,548 | $203,213 | $5,498,166 |

  133. Board of Directors

    Board of Directors The following table sets forth the shares, options and share units held as of year-end 2023 by each member of our board of directors serving on our board at fiscal year-end 2023. The shares ownership of Mr. Heckman, our Chief Executive Officer, who is a member of the board of directors, is set forth in Executive Management Team.

  134. Board of Directors

    | Name | Year | Shares Held | TBRSUs Held (1) | | Eliane Aleixo Lustosa de Andrade | 2023 | 635 | 2,269 | | Sheila Bair | 2023 | 9,098 | 2,269 | | Carol M. Browner | 2023 | 23,527 | 2,269 | | Bernardo Hees | 2023 | 14,998 | 2,269 | | Michael Kobori | 2023 | 2,726 | 2,269 | | Monica McGurk | 2023 | — | 2,269 | | Kenneth Simril | 2023 | 2,726 | 2,269 | | Henry W. Winship, IV | 2023 | 27,385 | 2,269 | | Mark N. Zenuk | 2023 | 18,324 | 3,402 |

  135. Board of Directors

    (1)Subject to acceleration upon certain events, the Time-Based Restricted Stock Units (TBRSUs) vest over time, are settled in shares upon vesting on a one-for-one basis and receive dividend equivalent units. There are no grants of stock options or performance-based shares to Directors.

  136. Executive Management Team

    Executive Management Team The following table sets forth the shares, options and share units held as of year-end 2023 by each member of our Executive Management Team serving in such position for the period starting November 1, 2023—the effective date of our redomestication to Switzerland—through December 31, 2023.

  137. Table 4

    Table 4

  138. Table 4

    | Name | Year | Shares Held | Options Held (1) | Options Exercise Price (1) | Years of Expiration | TBRSUs Held (2) | PBRSUs Held (2)(3) | | Gregory A. Heckman | 2023 | 478,667 | 480,000 455,000 | $53.43 $42.76 | 2029 2030 | 138,153 | 207,764 | | John N. Neppl | 2023 | 65,908 | 36,500 | $42.76 | 2030 | 30,662 | 45,998 |

  139. Table 4

    (1)Each option provides the right to purchase one share at the exercise price. Subject to acceleration upon certain events, the share options are exercisable in equal installments on anniversaries of grant dates. (2)Subject to acceleration upon certain events, the TBRSUs and PBRSUs vest over time, are settled in shares upon vesting on a one-for-one basis and receive dividend equivalent units. (3)The PBRSU amounts in the table above assume achievement of target level of performance including target dividend equivalent units through December 31, 2023. Under the terms of the PBRSUs, shares of stock are earned based on the company’s Adjusted Return on Invested Capital, Earnings Per Share and relative Total Shareholder Return. Vesting of PBRSUs occurs on the third anniversary of the grant date following the date when the Human Resources and Compensation Committee certifies the results of the three-year performance period. Annual PBRSUs are awarded on March 15th of each year.

  140. Board of Directors and Executive Management Team Biographies

    Board of Directors and Executive Management Team Biographies

  141. Board of Directors

    Board of Directors Eliane Aleixo Lustosa de Andrade, 61-Ms. Aleixo Lustosa most recently served as Managing Director at the Brazilian Development Bank, National Bank for Economic and Social Development, where she was responsible for capital markets and the execution of the Brazilian Privatization Program. Earlier in her career, she was the Chief Financial Officer of LLX Logística S.A. (currently Prumo Logística S.A.), Vice President of Finance and Control of Grupo Abril S.A., Executive Director of Globex Utilidades S.A. and Chief Investment Officer of the Petrobras’ Employee Pension Fund. Ms. Aleixo Lustosa currently serves as a non-employee director of the following companies: Grupo CCR S.A., BrasilAgro S.A., and Aegea Saneamento S.A. She has been a referee of the Brazilian Arbitration Chamber of Novo Mercado Bovespa - B3 - Brazilian Stock Market since 2004, and is member of the Bluebell Index advisory board. Ms. Aleixo Lustosa has a Ph.D in Finance and Masters of Arts and Bachelor of Arts degrees in Economics from Pontifical Catholic University of Rio de Janeiro, Brazil, where she later served as a professor of microeconomics and international relations. She has two Board Member Certificates, one issued by Competent Boards – Global ESG & Climate Certificate & Designation Program and one issued by the Brazilian Institute of Corporate Governance, where she also teaches Corporate Governance. Sheila Bair, 70-Ms. Bair is the former Chair of the Federal Deposit Insurance Corporation (FDIC), where she served in that capacity from 2006 to 2011. After leaving the FDIC, she joined the Pew Charitable Trust as a senior advisor, a role she held from 2011 through 2015. Ms. Bair also served as president of Washington College from 2015 to 2017, and senior advisor to the international law firm DLA Piper, from 2014 to 2015. Earlier in her career, she also served as Assistant Secretary for Financial Institutions at the U.S. Department of the Treasury (2001 to 2002), Senior Vice President for Government Relations of the New York Stock Exchange (1995 to 2000), Commissioner of the Commodity Futures Trading Commission (1991 to 1995), and as counsel to Kansas Republican Senate Majority Leader Bob Dole (1981 to 1988). She continues her work on public policy issues as chair emeritus of the Systemic Risk Council, as a founding director of the Volcker Alliance, and as a Senior Fellow of the Center for Financial Stability. Ms. Bair is a non-employee director of Lion Electric Company, where she serves as a member of the Compensation Committee and chairs the Nomination and Corporate Governance Committee. She is a former Board Chair of Fannie Mae and non-employee director of Host Hotels & Resorts, Inc., Thomson Reuters and the Industrial and Commercial Bank of China Ltd. She is an accomplished author and has written several books on financial issues. In 2021, she was appointed trustee of the prestigious Economists for Peace and Security, and the Eminent Persons Group, which advises the IFRS Foundation on sustainability financial disclosures. She holds a bachelors from the University of Kansas and a J.D. from the University of Kansas School of Law. She also holds honorary doctorates from Kansas University, Amherst College and Drexel University. Carol M. Browner, 68-Ms. Browner is senior of counsel at Covington & Burling LLP, a multinational law firm, and is a member of their environmental, social and governance practice. From 2011 to 2021, Ms. Browner was senior counsel at Albright Stonebridge Group, a global advisory firm. From 2009 to 2011, she served as Assistant to President Barack Obama and director of the White House Office of Energy and Climate Change Policy. From 2001 to 2008, Ms. Browner was a founding principal of the Albright Group and Albright Capital Management LLC. Previously, she served as Administrator of the Environmental Protection Agency from 1993 to 2001. She also chairs the board of the League of Conservation Voters. She holds a J.D. and B.A. from the University of Florida. Gregory A. Heckman, 61-Mr. Heckman has been our CEO since 2019 and also has served as a director since October 2018. Mr. Heckman has more than 30 years of experience in the agriculture, energy and food processing industries. He is Founding Partner of Flatwater Partners and has served as CEO of The Gavilon Group from 2008 to 2015. During his time at Gavilon, he led the company through a period of considerable growth in both the agriculture and energy industries prior to the eventual sale of the agriculture business to Marubeni Corporation and the energy business to NGL Energy Partners. Prior to that, he served as Chief Operating Officer of ConAgra Foods Commercial Products and President and COO of ConAgra Trade Group. Mr. Heckman serves on the board of the Federal Reserve Bank of St. Louis and as a non-executive director on the Board of Directors of OCI NV, a global producer of fertilizer and chemicals. In addition, he serves on the New York Stock Exchange Board Advisory Council and the Executive Committee of the Chair's Council for Greater St. Louis, Inc. Mr. Heckman holds a B.S. in agriculture economics and marketing from the University of Illinois at Urbana-Champaign. Bernardo Hees, 54-Mr. Hees was a partner at 3G Capital, a global investment firm, from 2010 until the end of 2019. Mr. Hees served as CEO of The Kraft Heinz Company from July 2015 until June 2019 and as CEO of H.J. Heinz Company from June 2013 until its merger with Kraft Foods Group, Inc. in July 2015. Previously, Mr. Hees served as CEO of Burger King Worldwide Holdings, Inc., a global fast food restaurant chain, from September 2010 to June 2013 and Burger King Worldwide, Inc. from June 2012 to June 2013, and as CEO of América Latina Logística, a logistics company, from January 2005 to September 2010. Mr. Hees serves as Executive Chairman of the Board of Directors of Avis Budget Group, Inc. He holds a B.A. in Economics from the Pontifical Catholic University of Rio de Janeiro and an MBA from Warwick Business School in the United Kingdom. Michael Kobori, 64-Mr. Kobori is currently the Chief Sustainability Officer at Starbucks Coffee Company, a position he has held since 2020. Prior to joining Starbucks, he was with Levi Strauss & Co. where he served as Vice President, Sustainability from 2007 to 2020 and the Director, Global Code of Conduct from 2001 to 2006. Prior to that, he was with The Asia Foundation, where he supported human rights and economic development in Bangladesh, Thailand and Vietnam. Mr. Kobori currently serves on the Advisory Committee for Voluntary Foreign Assistance and the President's Leadership Council of The Asia Foundation. Mr. Kobori has been a lecturer in corporate sustainability at the Haas School of Business, University of California at Berkeley. He is the Executive Producer of Utopia Theatre Project, an artist-led social justice theater company. Mr. Kobori has served on a number of not-for profit boards and advisory commissions, including the Cotton Board, Better Cotton Initiative, Sustainable Apparel Coalition, ILO Better Work, and Levi Strauss Foundation. He holds a Masters of Public Policy and AB, Psychology and Asian Studies degrees from the University of California, Berkeley.

  142. Board of Directors

    Monica McGurk, 54-Ms. McGurk is currently the Chief Executive Officer of the North American Business Unit at Tropicana Brands Group, a position she has held since October 2023 after joining the company as the CEO of its Mainstream & Chilled Brands business Unit in September 2022. Previously, she served as the Chief Global Growth Officer at Kellogg Company from 2019 to 2022 and the Chief Global Revenue and eCommerce Officer from 2018 to 2019. Prior to working at Kellogg Company, she worked at Tyson Foods and The Coca-Cola Company where she held various P&L and functional leadership positions across strategy, eCommerce and digital media/marketing. She is currently a non-employee director of the privately held company, PivotBio. Ms. McGurk holds a B.A. in Government from Harvard University and a M.B.A. and Certificate in Public Management along with a M.A. in Education from Stanford University. Additionally, she completed the Executive Education Agribusiness Seminar at Harvard Business School; Ethics of AI at the University of Helsinki, Finland; and Introduction to ESG at the Corporate Finance Institute. Kenneth Simril, 58-Mr. Simril is the former President and Chief Executive Officer of Fleischmann's Ingredients, a position he held from 2006 to 2021. Prior to joining Fleischmann's, he was the Chief Financial Officer and Chief Operations Officer of Clipper Corporation, a manufacturer of both custom and semi-custom items for the food service industry. Before Clipper Corporation, Mr. Simril was the Chief Financial Officer of ClearPath Networks Inc. He has also served in various finance and engineering roles with Mobil Oil Corporation and Exxon Mobil Corporation. Mr. Simril is a former non-employee director of At Home Group, Inc. He currently serves as an independent director of American Funds managed by the Capital Group, a privately held company. He holds a B.S. in Petroleum Engineering from the University of Southern California and an MBA from Harvard Business School. Henry W. Winship, 56-Mr. Winship is the Founder and Managing Member of Pacific Point Capital, LLC and the Founder and Managing Member of Pacific Point Advisors, LLC. Prior to that, he was a Principal, Senior Managing Director and Member of the Investment Committee at Relational Investors, which he joined in 1996. He has over 25 years of experience as an institutional investor and in investment management, accounting and financial management. Mr. Winship is a non-employee director of C.H. Robinson and former non-employee director of CoreLogic, Inc. He also serves on the Board of Advisors of the Corporate Governance Institute at San Diego State University Fowler College of Business. He is a Certified Public Accountant and holds the professional designation of Chartered Financial Analyst. He holds a bachelor's degree in finance from the University of Arizona and an MBA from the University of California, Los Angeles. Mark N. Zenuk, 57-Mr. Zenuk has served as Managing Partner of Tillridge Global Agribusiness Partners, an agribusiness private equity firm, since 2016. Prior to Tillridge, he was a Managing Director at NGP Energy Capital Management where he led the agribusiness investment platform from 2010 to 2016. Before joining NGP Energy Capital Management, he served in many domestic and international executive leadership roles with Archer Daniels Midland Company ("ADM"), having most recently led ADM’s oilseed business unit. Before joining ADM in 1999, he served as General Manager of the Commodity Marketing Group for the Saskatchewan Wheat Pool and Marketing Manager for the Canadian Wheat Board. He holds a B.S. in Agricultural Economics from the University of Saskatchewan.