BG PRE 14A

Bunge Global SA (BG)

PRE 14A 2025-03-25 For: 2025-05-15

View Original

Added on October 18, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


x			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12


Date and Time:			Thursday, May 15, 2025 at 8:30 a.m. Central Daylight Time (3:30 p.m. Central European Summer Time).

Place:			This year's meeting is a virtual shareholders meeting at www.virtualshareholdermeeting.com/BG2025.
Please note that, in order to attend the Annual General Meeting, you must first register in advance at ProxyVote.com and enter the 16-digit control number found on your proxy card or voter instruction form for the Annual General Meeting. The registration deadline is May 13, 2025 at 10:59 p.m. Central Daylight Time (May 14, 2025 at 5:59 a.m. Central European Summer time). Please read carefully “Information About the Meeting” beginning on page 99 of this proxy statement to ensure that you comply with the requirements for voting and accessing the Annual General Meeting.

Record Date:
This Notice of Annual General Meeting of Shareholders, Proxy and Proxy Card are being made available to each shareholder registered in Bunge Global SA's ("Bunge") share register as of the close of business on March 14, 2025. Any additional shareholders who are registered in Bunge's share register as of the close of business on April 25, 2025, but who were not registered in the share register as of March 14, 2025, will receive a copy of the proxy materials, including a proxy card, as soon as practicable after April 25, 2025. Shareholders not registered in Bunge's share register as of April 25, 2025, will not be entitled to vote or grant proxies to vote at the 2025 Annual General Meeting. If you are registered as a shareholder in Bunge's share register as of April 25, 2025, or if you hold shares of Bunge in "street name" as of such date, you may grant a proxy to vote on each of the proposals and any modification to any of the proposals or other matter on which voting is permissible under Swiss law and which is properly presented at the meeting for consideration.

Voting:
Your vote is very important. Regardless of whether you plan to join the Annual General Meeting, we recommend that you submit your voting instructions by internet, telephone or by mail so that your shares will be represented at the meeting. If you are a registered holder of our registered shares (i.e., you hold your shares through our transfer agent, Computershare), please follow the instructions included in your proxy materials or on your proxy card to access the Annual General Meeting. If your registered shares are held through an intermediary (i.e., brokerage firm, bank or other nominee), you should receive a voting instruction form from your brokerage firm, bank or other nominee.

Meeting Details:
Please read carefully “Information About this Proxy Statement and Meeting” beginning on page 97 of this proxy statement to ensure that you comply with the requirements for voting and accessing the Annual General Meeting.


At the Annual General Meeting, we are asking shareholders to vote on the following:
Management Proposals		Board Recommends
	Approval of the Swiss Statutory Consolidated Financial Statements and Swiss Standalone Statutory Financial Statements of Bunge Global SA for the year ended December 31, 2024	P FOR
	Approval of the Appropriation of the Accumulated Loss for Fiscal Year 2024	P FOR
	Approval of a Cash Dividend in the Aggregate Amount of U.S. $2.80 Per Outstanding Share Out of Bunge Global SA’s Reserve from Capital Contributions in Four Equal Installments	P FOR
	Discharge of the Members of the Board and of the Executive Management Team from Liability for the Activities During Fiscal Year 2024	P FOR
	Election of Directors	P FOR EACH NOMINEE


			Reelection of the Chair of the Board			P FOR
			Reelection of two Members of the Human Resources and Compensation Committee and Election of Two New Members			P FOR EACH NOMINEE
			Advisory Vote to Approve Named Executive Officer Compensation Under U.S. Securities Law Requirements			P FOR
			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
			Advisory Vote on the Swiss Statutory Non-Financial Matter Report			P FOR
			Election of the Swiss Statutory Independent Voting Representative			P FOR
			Appointment of Independent Auditor for U.S. Securities Law Requirements and Reelection of Statutory Auditor for Swiss Law Requirements			P FOR


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
2024 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, 2024			9

Proposal 2 — Approval of the Appropriation of the Accumulated Loss for Fiscal Year 2024			10

Proposal 3 — Approval of a Cash Dividend in the Aggregate Amount of U.S. $2.80 Per Outstanding Share Out of Bunge Global SA’s Reserve from Capital Contributions 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 Year 2024			12

Proposal 5 — Election of Directors			13
Election of Directors			13
Nominees			14

Proposal 6 — Reelection of the Chair of the Board			21

Proposal 7 — Reelection of Two Members of the Human Resources and Compensation Committee and Election of Two New Members			22

Corporate Governance			23
Board and Corporate Governance Developments			23
Shareholder Engagement			23
Board Structure and Size			24
Director Selection and Qualifications			24
Board Succession and Tenure			25
Shareholder Recommendations and Director Nominations			25
Board Independence			26
Executive Sessions of Our Board			27
Certain Relationships and Related Transactions			27
Board Leadership Structure			27
Board Meetings and Committees			28
Board and Committee Evaluations			32
Executive Succession Planning and Leadership Development			32


Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


Important Notice of Internet Availability of Proxy Materials for the Annual General Meeting to be held on May 15, 2025: The Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at investors.bunge.com/governance/governance-document and www.ProxyVote.com.



April [4], 2025			Lisa Ware-Alexander Vice President, Deputy General Counsel and Corporate Secretary


Risk Oversight			33
Corporate Governance Principles and Code of Conduct			35
Communications with Our Board			35
Board Member Attendance at Annual General Meetings			36
Sustainability			36
Human Capital Management			39
Public Policy Engagements			40

Director Compensation			41
Director Compensation Table			42

Share Ownership of Directors, Executive Officers and Principal Shareholders			43

Proposal 8 — Advisory Vote to Approve Named Executive Officer Compensation Under U.S. Securities Law Requirements			45

Compensation Discussion and Analysis			46
Commitment to Shareholders			46
Overview			47
Determining Compensation			49
Principal Elements of Our Executive Compensation Program			51
Compensation Governance			63
Compensation and Risk			65
Human Resources and Compensation Committee Report			66
Executive Compensation Tables			67
Pay Ratio Disclosure			74
Pay Versus Performance Disclosure			75

Proposal 9 — Approval of the Compensation of the Board and Executive Management Team Under Swiss Law; Advisory Vote on the Swiss Statutory Compensation Report			78
9A. Approval of Maximum Aggregate Compensation of the Board for the Period Between the 2025 Annual General Meeting and the 2026 Annual General Meeting			78
9B. Approval of Maximum Aggregate Compensation of the Executive Management Team for the Fiscal Year 2026			78
9C. Advisory Vote on Swiss Compensation Report			79

Swiss Statutory Compensation Report			81

Proposal 10 — Advisory Vote on the Swiss Statutory Non-Financial Matter Report			91

Proposal 11 — Election of the Swiss Statutory Independent Voting Representative			92

Proposal 12 — Appointment of Independent Auditor for U.S. Securities Law Requirements and Reelection of Statutory Auditor for Swiss Law Requirements			93
General			93
Fees			93


Audit Fees			94
Audit-Related Fees			94
Tax Fees			94
All Other Fees			94
Pre-Approval Policies and Procedures			94

Audit Committee Report			95

Shareholder Proposals for the 2025 Annual General Meeting of Shareholders			96

Information A bout this Proxy Statement and Meeting			97
Information About the Meeting			99
Information About Voting			102
Solicitation of Proxies			104

United States Securities and Exchange Commission Reports			105

Other Matters			105

Appendix A — Reconciliation of Non-GAAP Financial Measures			A-1
Appendix B — Swiss Statutory Non-Financial Matter			B-1


Time and Date:			Thursday, May 15, 2025 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, 2025 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 102.


Attendance:			To access the Annual General Meeting, please follow the instructions contained in "Information About the Meeting" on page 99. Shareholders who access the meeting will be allowed to submit questions in our virtual shareholder meeting forum before and during the meeting.


Proposal		Board's Voting Recommendation	Page References (for more detail)

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, 2024	P FOR	9


2	Approval of the Appropriation of the Accumulated Loss for Fiscal Year 2024	P FOR	10


3	Approval of a Cash Dividend in the Aggregate Amount of U.S. $2.80 Per Outstanding Share Out of Bunge Global SA’s Reserve from Capital Contributions 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 Year 2024	P FOR	12


5	Election of Directors	P FOR EACH NOMINEE	13


Director Nominee Skills(2)

Public Company CEO Experience	1
Financial				6
Risk Management					11
Global Business Expertise			5
Agricultural Industry			5
Food Ingredient		3
Business Technology/Cybersecurity		3
Manufacturing & Logistics			5
Government & Public Policy		3
Sustainability			5


	Base Salary	Annual Cash Incentive	Long-Term Equity Incentive
CEO Target Total Compensation Mix(1)	9%	17%	74%


		91% Variable


R			OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE SWISS STATUTORY CONSOLIDATED FINANCIAL STATEMENTS AND SWISS STANDALONE STATUTORY FINANCIAL STATEMENTS OF BUNGE GLOBAL SA FOR THE YEAR ENDED DECEMBER 31, 2024


PROXY STATEMENT SUMMARY


Amounts in thousands Proposed Appropriation of Accumulated Loss in U.S. $		U.S. dollars			Swiss francs
Retained earnings	U.S.	$	(14,765)	CHF	(13,377)
Net loss for the period	U.S.	$	(65,613)	CHF	(59,445)
Total accumulated loss	U.S.	$	(80,378)	CHF	(72,822)


R			OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF A CASH DIVIDEND IN THE AGGREGATE AMOUNT OF U.S. $2.80 PER OUTSTANDING SHARE OUT OF BUNGE GLOBAL SA'S RESERVE FROM CAPITAL CONTRIBUTIONS IN FOUR EQUAL INSTALLMENTS


PROPOSAL 5 — ELECTION OF DIRECTORS


The following paragraphs set forth information about the nominees and their expected committee memberships and roles following the Annual General Meeting.

Director Since: 2022 Committees •Audit •Sustainability and Corporate Responsibility Qualifications •Financial •Risk Management •Global Business Expertise •Government and Public Policy						Eliane Aleixo Lustosa de Andrade \| Age: 62 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 served as Managing Director of several companies, such as LLX Logística S.A. (currently Prumo Logística S.A.), Abril Group S.A., Globex Utilidades S.A. and Chief Investment Officer of the Petrobras’ Employee Pension Fund. She has been a referee of the Brazilian Arbitration Chamber of Novo Mercado Bovespa - B3 - Brazilian Stock Market since 2004, and is a 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. Qualifications Ms. Aleixo Lustosa brings to the Board extensive 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 a deep understanding of the South American capital and energy markets, which provides her with valuable insights for Bunge’s operations in South America. Other Public Company Directorships (within the past 5 years) •Grupo CCR S.A. (2020 to Present) •BrasilAgro S.A. (2021 to Present) •Aegea Saneamento S.A. (2022 to Present)

Director Since: 2013 Committees •Corporate Governance and Nominations •Sustainability and Corporate Responsibility (Chair) Qualifications •Risk Management •Government and Public Policy •Sustainability						Carol Browner \| Age: 69 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. Qualifications Ms. Browner brings to the Board deep expertise in environmental regulations and public policy, and sustainability, particularly with respect to agriculture, energy and renewable fuels. She also has extensive experience advising large, global and complex organizations like Bunge in both the public and private sectors. Other Public Company Directorships (within the past 5 years) •None



Director Since: 2018 Committees •Enterprise Risk Management Qualifications •Public Company CEO Experience •Risk Management •Agriculture Industry •Food Ingredient						Gregory Heckman \| Age: 62 Mr. Heckman has been our CEO since 2019 and also has served as a director since October 2018. Mr. Heckman has more than 40 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, the CEO Council for New York Stock Exchange Board Services 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. 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 extensive experience leading a complex global organization, 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. Other Public Company Directorships (within the past 5 years) •OCI NV (2015 to Present)

CPP Investments Board Nominee Committees •Audit •Enterprise Risk Management Qualifications •Risk Management •Global Business Expertise •Manufacturing and Logistics •Sustainability						Adrian Isman \| Age: 62 Mr. Isman has served as the Chief Growth Officer of Calosense Inc, a medical services company, since January 2025 and as CEO from November 2023 to December 2024. 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. 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. Qualifications Mr. Isman's extensive experience leading a global agriculture commodities company, including 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 extensive international experience, with a deep understanding of South American markets. He also has extensive experience in oilseed processing, a core area of Bunge’s business. Other Public Company Directorships (within the past 5 years) •Biosev SA (2019 to 2021)



CPP Investments Board Nominee Committees •Enterprise Risk Management •Sustainability and Corporate Responsibility Qualifications •Risk Management •Manufacturing and Logistics •Government and Public Policy •Sustainability						Anne Jensen \| Age: 52 Ms. Jensen became the Chief Operating Officer, Assets & Logistics for Norden, a global shipping company located in Denmark in January 2024, and serves on the board of Norden Gabon A/S, which is responsible for Norden's logistics business in Gabon, Central Africa. 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. Qualifications Ms. Jensen has extensive leadership experience in the energy industry and commodity supply chains. She also has experience leading in a global company, and a deep understanding of strategy, business development, 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. Other Public Company Directorships (within the past 5 years) •None

Board Nominee Committees •Audit •Corporate Governance and Nominations Qualifications •Financial •Risk Management •Global Business Expertise •Business Technology/Cybersecurity						Linda Jojo \| Age: 60 Ms. Jojo served as the Executive Vice President, Chief Customer Officer for United Airlines, one of the largest airlines in the world, from 2022 until her retirement in 2024. In this role, she had oversight of digital technology, contact centers, customer solutions and innovation. From 2017-2022, she served as United’s Executive Vice President of Technology and Chief Digital Officer, where she led information technology, data analytics, digital products, e-commerce, cybersecurity, and the airline’s digital strategy. Prior to joining United in 2014, she served as Executive Vice President and Chief Information Officer for Rogers Communications, a wireless communications and media company, where she was responsible for all IT systems for both customer-facing and business support systems. Prior to this, Ms. Jojo served in other senior officer roles at Energy Future Holdings Corporation, Flowserve Corporation and General Electric. Ms. Jojo serves on the board of the Federal Reserve Bank of Chicago, the board of trustees at Rensselaer Polytechnic Institute in Troy, NY and on the board at Hero Digital Holdings LLC. Ms. Jojo holds a bachelor’s degree in computer science and a master’s degree in industrial engineering from Rensselaer Polytechnic Institute. Qualifications Ms. Jojo brings extensive experience leading complex IT organizations and brings valuable technology, cybersecurity and innovation expertise to Bunge's Board. Her background in computer science and industrial engineering lends to the Board's oversight of risk and cybersecurity programs and initiatives. Her experience as Chief Customer Officer at United Airlines also brings valuable experience in customer solutions and innovation. Other Public Company Directorships (within the past 5 years) •Exelon Corp. (2015 to Present)



Glencore Board Nominee Committees •Corporate Governance and Nominations •Enterprise Risk Management (Chair) Qualifications •Risk Management •Global Business Expertise •Agriculture Industry •Sustainability						Christopher Mahoney \| Age: 66 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. 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 agribusiness leadership experience, working in both the U.S., Europe and Switzerland, as well as extensive experience with Asia and South America markets. Other Public Company Directorships (within the past 5 years) •None

Director Since: 2023 Committees •Human Resources and Compensation •Sustainability and Corporate Responsibility Qualifications •Risk Management •Food Ingredient •Business Technology/Cybersecurity •Sustainability						Monica McGurk \| Age: 55 Ms. McGurk is currently the Chief Executive Officer of Glanbia Performance Nutrition Americas, which she joined in September 2024. Prior to Glanbia, she served in executive leadership roles at Tropicana Brands Group (TBG) from September 2022 to August 2024, including as Chief Executive Officer of TBG’s North America operations and Chief Executive Officer of the Mainstream Brands Business Unit. Previously, she held a number of positions at Kellogg Company including Chief Growth Officer 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 leadership positions in strategy, P/L leadership, and digital media. She is a former non-employee director of the privately held company, PivotBio. Ms. McGurk holds a B.A. in Government from Harvard University and an M.B.A. and Certificate in Public Management along with an 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. Qualifications Ms. McGurk brings to the Board significant experience in enterprise risk management, covering financial, technological, regulatory and political and sustainability risks, including climate, water, health and nutrition, and food waste, packaging and safety. In addition, she has significant experience in business technology, digital transformations, cybersecurity and AI. She also has significant leadership experience in each of these areas, including strategy and commercial initiatives globally. Her current and past roles in leadership at large-scale international food and beverage companies provide her with a strong understanding of the food ingredient landscape, as well as the food value chain. Other Public Company Directorships (within the past 5 years) •None



Director Since: 2021 Committees •Audit •Human Resources and Compensation (Chair) Qualifications •Financial •Agriculture Industry •Food Ingredient •Manufacturing and Logistics						Kenneth Simril \| Age: 59 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. Qualifications Mr. Simril brings to the Board significant financial and leadership expertise and experience working for large, complex multinational companies. In addition, he brings deep knowledge of the food and ingredients business, the energy sector, manufacturing, logistics, strategic and investment management experience. Mr. Simril is an audit committee financial expert. Other Public Company Directorships (within the past 5 years) •At Home Group, Inc. (2020 to 2021)

Glencore Board Nominee Committees •Enterprise Risk Management •Human Resources and Compensation Qualifications •Financial •Risk Management •Business Technology/Cybersecurity •Manufacturing and Logistics						Markus Walt \| Age: 47 Mr. Walt is Head of Business Development for Glencore plc, a major global producer and marketer of metals and energy commodities headquartered in Switzerland. He is also a member of Glencore’s Global Investment and Capital Allocation Committee. Mr. Walt began his career at Glencore in 1999 as an accountant specializing in metals and oil trading, working in Baar and London, where he gained extensive expertise in commodity trading. In 2002, he transitioned to Glencore’s asset team, playing an important role in due diligence activities and integration efforts as the company expanded its industrial production assets. His involvement in strategic M&A was instrumental in major transactions, including the Glencore IPO in 2011, and the acquisitions of Viterra (2012) and Xstrata (2013). Since 2016, Mr. Walt has served on the Viterra Board and is 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. Qualifications Mr. Walt brings to the Board extensive experience in mergers and acquisitions, strategic planning and value creation within the natural resources, agriculture, and trading industries. He has significant risk management experience, having established Glencore's risk management function, with a focus on market and credit risk metrics. He also 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 brings to the board extensive accounting, finance, strategy, compensation and remuneration expertise. Other Public Company Directorships (within the past 5 years) •None



Director Since: 2018 Committees •Audit (Chair) •Corporate Governance and Nominations •Human Resources and Compensation Qualifications •Financial •Risk Management •Agriculture Industry •Manufacturing and Logistics						Henry "Jay" Winship \| Age: 57 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. 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. Qualifications Mr. Winship brings to the Board expertise and experience as an institutional investor and investment manager, 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. Other Public Company Directorships (within the past 5 years) •C.H. Robinson (2022 to Present) •CoreLogic, Inc. (2020 to 2021)

Director Since: 2018 Board Chair Committees •Corporate Governance and Nominations (Chair) Qualifications •Financial •Risk Management •Global Business Expertise •Agriculture Industry						Mark Zenuk \| Age: 58 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 served as president of ADM’s Global 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. Mr. Zenuk currently serves as Bunge’s Board Chair. Qualifications Mr. Zenuk brings to the Board a deep understanding of mergers and acquisitions, business restructuring, operations and enterprise risk management from his experience running private equity funds and leadership roles in global operations at large agribusiness firms. He has lived and worked in three countries covering all international agribusiness food, feed and industrial markets. Mr. Zenuk is committed to strategic growth and increasing shareholder value. Other Public Company Directorships (within the past 5 years) •None


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


Corporate Governance and Nominations Committee Oversight
Identification of Candidates	Assessment and Interviews	Nomination and Election	Onboarding
The Corporate Governance and Nominations Committee reviews candidates identified by an independent search firm, members of the Board or management, and shareholders or other persons, taking into account the Corporate Governance Principles.	The Corporate Governance and Nominations Committee seeks input from other Board members and senior management to evaluate director nominees and interviews appropriate candidates to confirm their qualifications, skills, interest and availability for Board service.	Upon recommendation from the Corporate Governance and Nominations Committee, the Board determines whether to nominate a director candidate and optimal committee placement. All director nominations are subject to shareholder approval.	We conduct a comprehensive onboarding process for new directors, including meetings with other directors and management, a board mentor, site visits and a resource library to provide an understanding of our business strategy, opportunities and challenges.


With respect to the 2025 director nominees, the Board has determined that each non-employee director who served in 2024 and each non-employee director nominee is independent in accordance with the New York Stock Exchange ("NYSE") Corporate Governance Standards and that no major relationship exists with Bunge other than as a director.


2024 meetings l 8			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 •oversees cybersecurity and other technology risks.


2024 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.


2024 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 34 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.


2024 meetings l 7			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 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-based long-term incentive plans, and administering those 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 for the CEO and select senior leaders, and the Company's initiatives and policies with respect to workforce environment and culture of belonging.


2024 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; –Sustainability 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 sustainability; and –philanthropy and community relations.


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.


Entity			Primary Responsibility for Risk Management

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 AI risks and risk management programs and controls.
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 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.


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: commodity market 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, sanctions and derivatives compliance and insurance risk transfer programs. •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.
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, 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 65 of this proxy statement for more information.
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.


Entity			Primary Responsibility for Risk Management
Management			•Chief Risk Officer: Implements an effective risk management framework, policies and systems, and provides daily oversight of risk. Provides updates to the Management Risk Committee and the Enterprise Risk Management Committee. •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.


Audit Committee			The Audit Committee evaluates trends and developments in non-financial reporting practices and requirements which impact the Company's regulatory filings, including sustainability disclosures.
Corporate Governance and Nominations Committee			The Corporate Governance and Nominations Committee has the overall responsibility for overseeing, among other things, Bunge's governance frameworks and board practices, as well as the identification of qualified board candidates with the appropriate backgrounds and experience to oversee Bunge's business.


Enterprise Risk Management Committee			The Enterprise Risk Management Committee evaluates climate-related risks and exposures in connection with its periodic review of other enterprise risks facing the Company, and management's risk mitigation strategies.
Human Resources and Compensation Committee			The Human Resources and Compensation Committee oversees the Company's executive compensation programs; makes recommendations to the Board regarding director and CEO compensation and incentive compensation plans; and oversees the Company's programs, policies and practices related to talent management and succession planning for the CEO and select senior leaders.
Sustainability and Corporate Responsibility Committee			The Sustainability and Corporate Responsibility Committee oversees and provides input on the development of sustainability and corporate social responsibility policies, strategies and programs of the Company. Sustainability-related responsibilities are integrated across other Board committees.