BG S-4

Bunge Global SA (BG)

S-4 2025-07-10

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Added on October 18, 2026

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				Emerging growth company ☐

	WHERE YOU CAN FIND ADDITIONAL INFORMATION					ii
	INFORMATION WE INCORPORATE BY REFERENCE					ii
	SUMMARY					1
	RISK FACTORS					14
	CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS					17
	USE OF PROCEEDS					18
	THE EXCHANGE OFFERS					19
	DESCRIPTION OF THE NOTES					26
	CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS					44
	CERTAIN ERISA CONSIDERATIONS					45
	PLAN OF DISTRIBUTION					47
	LEGAL MATTERS					48
	EXPERTS					48

	The Exchange Offers			BLFC is offering to exchange up to (i) $579,763,000 aggregate principal amount of its registered 2.000% Senior Notes due 2026 for an equal principal amount of our outstanding Original 2026 Notes, (ii) $439,733,000 aggregate principal amount of its registered 4.900% Senior Notes due 2027 for an equal principal amount of its outstanding Original 2027 Notes, (iii) $598,591,000 aggregate principal amount of its registered 3.200% Senior Notes due 2031 for an equal principal amount of its outstanding Original 2031 Notes, and (iv) $299,800,000 aggregate principal amount of its registered 5.250% Senior Notes due 2032 for an equal principal amount of our outstanding Original 2032 Notes. The terms of each series of Exchange Notes are identical in all material respects to those of the corresponding series of Original Notes, except for transfer restrictions and registration rights and related additional interest provisions relating to the Original Notes. Each series of Exchange Notes will be part of the same series as the corresponding series of Original Notes and will be issued under the same Indenture. Holders of Original Notes do not have any appraisal or dissenters’ rights in connection with the Exchange Offers.
	Purpose of the Exchange Offers			The Exchange Notes are being offered to satisfy BLFC’s obligations under the registration rights agreement entered into at the time it issued and sold the Original Notes.
	Expiration Date; Withdrawal of Tenders; Return of Original Notes Not Accepted for Exchange			The Exchange Offers will expire at 5:00 p.m., New York City time, on , 2025 or on a later date and time to which BLFC extends it. This prospectus refers to such time and date as the Expiration Date. Tenders of Original Notes in the Exchange Offers may be withdrawn at any time prior to the Expiration Date. BLFC will exchange the Exchange Notes for validly tendered Original Notes promptly following the Expiration Date. This prospectus refers to such date of exchange as the “Exchange Date.” Any Original Notes that are not accepted for exchange for any reason will be returned by BLFC, at its expense, to the tendering holder promptly after the expiration or termination of the Exchange Offers.
	Procedures for Tendering Original Notes			Each holder of Original Notes wishing to participate in the Exchange Offers must follow procedures of The Depository Trust Company’s, or DTC, Automated Tender Offer Program, or “ATOP,” subject to the terms and procedures of that program. The ATOP procedures require that the exchange agent receives, prior to the Expiration Date, a computer-generated message known as an “agent’s message” that is transmitted through ATOP and that DTC confirms that: • DTC has received instructions to exchange your Original Notes; and • you agree to be bound by the terms of the letter of

				transmittal.See “The Exchange Offers — Procedures for Tendering Original Notes.”
	Consequences of Failure to Exchange Original Notes			You will continue to hold Original Notes, which will remain subject to their existing transfer restrictions, if you do not validly tender your Original Notes or you tender your Original Notes and they are not accepted for exchange. With some limited exceptions, BLFC will have no obligation to register the Original Notes after it consummates the Exchange Offers. See “The Exchange Offers — Terms of the Exchange Offers” and “The Exchange Offers — Consequences of Failure to Exchange.”
	Conditions to the Exchange Offers			The Exchange Offers are not conditioned upon any minimum aggregate principal amount of Original Notes of the applicable series being tendered or accepted for exchange. The Exchange Offers are subject to customary conditions, which may be waived by BLFC in its discretion. BLFC currently expects that all of the conditions will be satisfied and that no waivers will be necessary. See “The Exchange Offers — Conditions to the Exchange Offers.”
	Exchange Agent			D.F. King & Co., Inc. (“D.F. King”).
	Certain U.S. Federal Income Tax Considerations			As described in “Certain U.S. Federal Income Tax Considerations,” the exchange of an Original Note for an Exchange Note of the corresponding series pursuant to the Exchange Offers will not constitute a taxable exchange and will not result in any taxable income, gain or loss for U.S. federal income tax purposes, and immediately after the exchange, a holder will have the same adjusted tax basis and holding period in each Exchange Note received as such holder had immediately prior to the exchange in the corresponding Original Note surrendered.
	Risk Factors			You should carefully read and consider the risk factors beginning on page 14 of this prospectus before deciding whether to participate in the Exchange Offers.

	Issuer			Bunge Limited Finance Corp., a Delaware corporation.
	Guarantor			Bunge Global SA, a Swiss corporation.
	Securities Offered			Up to $1,917,887,000 aggregate principal amount of Exchange Notes, consisting of up to $579,763,000 aggregate principal amount of 2.000% Senior Notes due 2026; up to $439,733,000 aggregate principal amount of 4.900% Senior Notes due 2027; up to $598,591,000 aggregate principal amount of 3.200% Senior Notes due 2031; and up to $299,800,000 aggregate principal amount of 5.250% Senior Notes due 2032.
	Maturity Dates			The New 2026 Notes will mature on April 21, 2026; the New 2027 Notes will mature on April 21, 2027; the New 2031 Notes will mature on April 21, 2031; and the New 2032 Notes will mature on April 21, 2032.
	Interest Rates			The New 2026 Notes will bear interest at 2.000% per year; the New 2027 Notes will bear interest at 4.900% per year; the New 2031 Notes will bear interest at 3.200% per year; and the New 2032 Notes will bear interest at 5.250% per year.
	Accrual of Interest			Each series of Exchange Notes will accrue interest from (and including) the most recent date on which interest has been paid on the corresponding series of Original Notes accepted in the Exchange Offers or, if no interest has been paid, from April 21, 2025.
	Interest Payment Dates			BLFC will pay interest on the Exchange Notes on April 21 and October 21 of each year, commencing on October 21, 2025. In each case, if the record date for the first interest payment date occurs on or prior to the Exchange Date, the record date for the first interest payment date will be deemed the close of business on the business day immediately prior to such interest payment date.
	Optional Redemption			BLFC may redeem the Notes of each series, in whole or in part, at any time and from time to time at the applicable redemption price described herein under the caption “Description of the Notes — Optional Redemption.”
	Offer to Repurchase Upon Change of Control Triggering Event			Upon the occurrence of a “Change of Control Triggering Event,” as defined under the caption “Description of the Notes — Purchase of Notes Upon a Change of Control Triggering Event” with respect to a series of Notes, BLFC will be required to make an offer to repurchase the Notes of such series in cash at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase.

	Certain Covenants			The Indentures governing the Exchange Notes contain covenants that will restrict BLFC’s ability, with certain exceptions, to: • incur debt secured by liens; • engage in sale and leaseback transactions; and
				• enter into certain consolidations, mergers and transfers of all or substantially all of the assets of BLFC and its subsidiaries, taken as a whole.
				See “Description of the Notes — Certain Covenants.”
	Ranking			The Exchange Notes will be BLFC’s senior unsecured obligations and will rank equally with all of BLFC’s other existing and future senior unsecured obligations, including all other unsubordinated debt securities that may be issued pursuant to the Indentures and from time to time outstanding. The Indentures do not restrict the issuance by BLFC of senior unsecured debt. See “Description of the Notes — Ranking.”
	Guarantee			All payments on the Exchange Notes, including principal and interest, will be fully, unconditionally and irrevocably guaranteed by Bunge. Bunge’s guarantee will rank equally in right of payment with its other unsecured and unsubordinated indebtedness and guarantees.
	Form and Denomination			The Exchange Notes of each series will be issued in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
	DTC Eligibility			The Exchange Notes of each series will be represented by global certificates deposited with, or on behalf of, DTC or its nominee. See “Description of the Notes — Book-Entry; Delivery and Form.”
	Same Day Settlement			Beneficial interests in the Exchange Notes will trade in DTC’s same-day funds settlement system until maturity. Therefore, secondary market trading activity in such interests will be settled in immediately available funds.
	No Listing of the Exchange Notes			BLFC does not intend to apply to list the Exchange Notes on any securities exchange or to have the Exchange Notes quoted on any automated quotation system.
	Governing Law			The Exchange Notes and the related Indentures will be governed by the laws of the State of New York.
	Use of Proceeds			BLFC will not receive any cash proceeds from the issuance of the Exchange Notes. See “Use of Proceeds.”
	Trustee, Registrar and Paying Agent			U.S. Bank Trust Company, National Association.
	Risk Factors			See “Risk Factors” and other information in this prospectus for a discussion of factors that should be carefully considered by the holders of Original Notes before tendering their Original Notes in the Exchange Offers and investing in the Exchange Notes.

	Three Months Ended March 31,						Year Ended December 31,
	2025			2024			2024			2023			2022
	(U.S. dollars in millions, except share data)
Consolidated Statements of Income Data
Net sales		$	11,643		$	13,417		$	53,108		$	59,540		$	67,232
Cost of goods sold			(11,046)			(12,541)			(49,715)			(54,695)			(63,550)
Gross profit			597			876			3,393			4,845			3,682
Selling, general and administrative expenses			(380)			(439)			(1,776)			(1,715)			(1,369)
Interest income			59			42			163			148			71
Interest expense			(104)			(108)			(471)			(516)			(403)
Foreign exchange gains (losses) – net			25			(78)			(189)			20			(11)
Other income (expense) – net			82			68			442			129			(9)
Income (loss) from affiliates			5			8			(38)			140			105
Income before income tax			284			369			1,524			3,051			2,066
Income tax expense			(80)			(117)			(336)			(714)			(388)
Net income			204			252			1,188			2,337			1,678
Net (income) attributable to noncontrolling interests and redeemable noncontrolling interests			(3)			(8)			(51)			(94)			(68)
Net income attributable to Bunge shareholders		$	201		$	244		$	1,137		$	2,243		$	1,610

	As of March 31,						As of December 31,
	2025			2024			2024			2023
	(U.S. dollars in millions)
Consolidated Balance Sheet Data
Cash and cash equivalents		$	3,245		$	2,939		$	3,311		$	2,602
Inventories(3)			7,817			7,505			6,491			7,105
Working capital(4)			8,838			8,311			8,523			8,663
Total assets			26,660			25,821			24,899			25,372
Short-term debt, including Current portion of long-term debt			2,003			1,016			1,544			802
Long-term debt			4,714			4,079			4,694			4,080
Registered shares and Additional paid-in-capital			5,491			5,855			5,326			5,901
Total equity			11,544			11,528			10,945			11,814
Total liabilities, redeemable noncontrolling interest and equity			26,660			25,821			24,899			25,372

	Three Months Ended March 31,						Year Ended December 31,
	2025			2024			2024			2023
	(U.S. dollars in millions)
Consolidated Statement of Income
Revenue		$	10,038		$	11,458		$	44,226		$	54,673
Cost of goods sold			(9,883)			(11,184)			(42,923)			(52,971)
Gross margin			155			274			1,303			1,702
Selling and administrative expenses			(158)			(151)			(707)			(467)
Share of income from associates and joint ventures			1			11			43			52
Gain on disposals of investments			—			1			1			31
Loss of remeasurement of disposal group held for sale			—			—			—			(162)
Impairment (expense)/release on trade receivables			(3)			(3)			(2)			6
Other income			2			1			7			124
Other expense			(8)			(4)			(6)			(99)
Dividend income			—			1			2			3
Interest income			8			10			44			47
Interest expense			(115)			(139)			(479)			(573)
Income before income taxes			(118)			1			206			664
Current income tax expense			(37)			(44)			(163)			(305)
Deferred income tax recovery			26			107			65			94
Income for the period		$	(129)		$	64		$	108		$	453
Attributable to:
Non-controlling interests			—			—			(1)			7
Equity holders			(129)			64			109			446

	Pro Forma Combined Three Months Ended March 31, 2025			Pro Forma Combined Year Ended December 31, 2024
Net sales		$	20,903		$	93,931
Income before income taxes			151			1,627
Net income			66			1,218
Net income per share:
Basic		$	0.31		$	5.67
Diluted		$	0.31		$	5.62

	Pro Forma Combined March 31, 2025
Total current assets		$	26,946
Goodwill			2,547
Other intangible assets, net			364
Property, plant and equipment, net			11,242
Total assets		$	45,732
Long-term debt			11,462
Total Bunge shareholders’ equity			15,815
Total liabilities, redeemable noncontrolling interest and equity		$	45,732

Exhibit No.		Description of Exhibit
	3.1	Articles of Association of Bunge Global SA, filed as Exhibit 3.1 to the Company’s Form 8-K dated December 9, 2024, and incorporated herein by reference.
	3.2	Organizational Regulations of Bunge Global SA, filed as Exhibit 3.2 to the Company’s Form 8-K12G3 dated November 1, 2023, and incorporated herein by reference.
	3.3	Certificate of Incorporation of Bunge Limited Finance Corp., filed as Exhibit 3.3 to the Company’s Registration Statement on Form F-4 (No. 333-104975-01) filed May 5, 2003, and incorporated herein by reference.
	3.4	By-laws of Bunge Limited Finance Corp., filed as Exhibit 3.4 to the Company’s Registration Statement on Form F-4 (No. 333-104975-01) filed May 5, 2003, and incorporated herein by reference.
	4.1	Indenture by and among Bunge Limited Finance Corp., the Company and U.S. Bank Trust Company, National Association, dated September 17, 2024, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 17, 2024, and incorporated herein by reference.
	4.2	Second Supplemental Indenture by and among Bunge Limited Finance Corp., the Company and U.S. Bank Trust Company, National Association, dated July 8, 2025, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 8, 2025, and incorporated herein by reference.
	4.3	Registration Rights Agreement, dated July 8, 2025, by and among Bunge Limited Finance Corp., as issuer, and each of BofA Securities, Inc., JPMorgan Chase & Co., and SMBC Nikko Securities America, Inc. as dealer managers, filed as Exhibit 4.6 to the Company’s Current Report on Form 8-K dated July 8, 2025, and incorporated herein by reference.
	5.1	Opinion of Jones Day.
	5.2	Opinion of Homburger AG.
	23.1	Consent of Deloitte & Touche LLP, as the independent registered public accounting firm for Bunge Global SA.
	23.2	Consent of Deloitte LLP, independent auditor of Viterra Limited.
	23.3	Consent of Jones Day (Included in Exhibit 5.1).
	23.4	Consent of Homburger AG (Included in Exhibit 5.2).
	24.1	Power of Attorney with respect to Bunge Global SA.
	24.2	Power of Attorney with respect to Bunge Limited Finance Corp.
	25.1	Form T-1 of U.S. Bank Trust Company, National Association, under the Trust Indenture Act of 1939.
	99.1	Form of Letter of Transmittal.
	107	Filing Fee Table

Signature	Title	Date
* Gregory A. Heckman	Executive Vice President and Chief Executive Officer, Director (Principal Executive Officer)	July 10, 2025
* John W. Neppl	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 10, 2025
* J. Matt Simmons, Jr.	Controller (Principal Accounting Officer)	July 10, 2025
* Eliane Aleixo Lustosa de Andrade	Director	July 10, 2025
* Carol M. Browner	Director	July 10, 2025
* Gregory A. Heckman	Director	July 10, 2025
* Linda Jojo	Director	July 10, 2025
* Monica McGurk	Director	July 10, 2025
* Kenneth Simril	Director	July 10, 2025




Bunge Global SA Route de Florissant 13 1206 Geneva Switzerland	Homburger AG Prime Tower Hardstrasse 201 CH-8005 Zürich homburger.ch +41 43 222 10 00

July 10, 2025

	(a)	all documents produced to us as originals are authentic and complete, and all documents produced to us as copies (including, without limitation, fax and electronic copies) conform to the original;

	(b)	all documents produced to us as originals and the originals of all documents produced to us as copies were duly executed and certified, as applicable, by the individuals purported to have executed or certified, as the case may be, such documents, and any electronic or facsimile signatures thereon have been produced and used in accordance with applicable internal rules and/or procedures and the individual to whom any such electronic or facsimile signature belongs has consented to the use of his or her signature for each such document on which it appears;

	(c)	all information contained in, or material statements given in connection with, the Documents are true and accurate;

	(d)	the Documents are within the capacity and power of, and have been validly authorized, executed and delivered by, and is binding on, all parties thereto other than the Swiss Guarantor;

	(e)	the Registration Statement has been duly filed by the Swiss Guarantor;

	(f)	the filing of the Registration Statement with the Commission has been authorized by all necessary actions under all applicable laws;

	(g)	all authorizations, approvals, consents, licenses, exemptions and other requirements, other than those required under mandatory Swiss law applicable to the Swiss Guarantor, for the legality, validity and enforceability of the Indenture, the offering of the Notes, the filing of the Registration Statement and the distribution of the Prospectus or for any other activities carried on in view of, or in connection with, the performance of the obligations expressed to be undertaken by the Swiss Guarantor in the Indenture, Registration Statement and Prospectus have been duly obtained and are and will remain in full force and effect, and any related conditions to which the parties thereto are subject have been satisfied;

	(h)	the Registration Statement and Prospectus are unchanged, up-to-date and in full force and effect as of the date hereof, the information contained in the Registration Statement and Prospectus is complete, true, accurate and not misleading, and no material information has been omitted from the Registration Statement and the Prospectus;

	(i)	the Exchange Notes have been duly issued by the Issuer in accordance with the terms of the Indenture;

	(j)	the parties to each Transaction Agreement (other than the Swiss Guarantor) are duly incorporated or formed, as applicable, and organized and validly existing under the laws of their respective jurisdiction of incorporation or formation, as applicable;

	(k)	all parties to each Transaction Agreement have performed and will perform all obligations by which they are respectively bound under such Transaction Agreement, and all parties to each Transaction Agreement are in compliance with all matters of validity and enforceability under any law other than, in the case of the Swiss Guarantor, the laws of Switzerland;

	(l)	the Swiss Guarantor is solvent at the time it executes each Transaction Agreement;

	As of March 31,			As of December 31,
	2025			2024			2023
	(U.S. dollars in millions)
Consolidated Statement of Financial Position
Non-current assets		$	6,550		$	6,564		$	7,265
Inventories(1)			6,933			7,045			7,117
Cash and cash equivalents(2)			729			688			530
Current assets			11,837			12,279			12,224
Working capital(3)			4,340			3,547			4,357
Total assets			18,387		$	18,843		$	19,489
Share capital, reserves and retained earnings			4,658			4,783			5,181
Non-controlling interests			158			158			163
Total equity			4,816			4,941			5,344
Non-current borrowings			5,441			4,469			5,480
Current borrowings			3,363			3,653			2,430
Total equity and liabilities			18,387		$	18,843		$	19,489

	Very truly yours,

	/s/ Jones Day

	(m)	each Transaction Agreement is legal, valid, binding and enforceable under the laws of the State of New York and the choice of the laws of the State of New York and of the jurisdiction of the federal or state court in the Borough of Manhattan, The City of New York, the State of New York, and such other courts as provided for in any Transaction Agreement (the Specified Courts) is valid under the laws of the State of New York;

	(n)	except as expressly opined upon herein, all representations and warranties set forth in the Transaction Agreements are and at all relevant times will be true and accurate;

	(o)	the Exchange Notes have been (i) issued by the Issuer and (ii) duly authenticated and delivered in accordance with the Transaction Agreements;

	(p)	(x) the Excerpt is correct, complete and up-to-date as of the date hereof and (y) the Articles and Internal Regulations are in full force and effect and have not been amended subsequent to the date set forth above;

	(q)	no laws other than those of Switzerland will affect any of the conclusions stated in this opinion;

	(r)	the parties to each Transaction Agreement entered into such Transaction Agreement for bona fide commercial reasons and on arm's length terms, and none of the directors or officers of any such party has or had a conflict of interest with such party in respect of the Documents that would preclude such director or officer from validly representing (or granting a power of attorney in respect of the Documents for) such party;

	(s)	the Board Resolutions (i) have been duly adopted in meetings duly convened and otherwise in the manner set forth therein, (ii) have not been rescinded or amended, and (iii) are in full force and effect; and

	(t)	the Issuer is a directly or indirectly wholly-owned subsidiary of the Swiss Guarantor.

	1.	The Swiss Guarantor is a corporation (Aktiengesellschaft) duly incorporated and validly existing under the laws of Switzerland with all requisite corporate power and authority to enter into and perform its obligations under the Indenture.

	2.	The Indenture (including the Guarantees of the Exchange Notes to be issued and delivered by the Swiss Guarantor thereunder) has been duly authorized, executed and delivered by the Swiss Guarantor.

	3.	As far as Swiss law is concerned, the obligations expressed to be assumed by the Swiss Guarantor under the Indenture in connection with the Exchange Offer (including the Guarantees of the Exchange Notes to be issued and delivered by the Swiss Guarantor thereunder) will constitute legal, valid and binding obligations of the Swiss Guarantor, enforceable against it in accordance with the terms of the Indenture.

	(a)	The lawyers of our firm are members of the Zurich bar and do not hold themselves out to be experts in any laws other than the laws of Switzerland. Accordingly, we are opining herein as to Swiss law only, based on our independent professional judgment, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

	(b)	As used in this opinion, the terms "enforceable" and "enforceability" mean that the relevant obligation or provision is of a type enforced by the Swiss courts in accordance with, and subject to, the rules of procedure applicable in Switzerland. It is not certain, however, that the Indenture will be enforced in accordance with its terms in every circumstance. In particular, enforceability of the Indenture may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors and secured parties in general (including, without limitation, the provisions relating to voidable preferences as set forth in articles 285 et seq. of the Swiss Debt Enforcement and Bankruptcy Act of April 11, 1889, as amended (the Swiss Bankruptcy Act)), laws or principles of general application (including, but not limited to, the abuse of rights (Rechtsmissbrauch) and the principle of good faith (Grundsatz von Treu und Glauben)), and public policy, as defined in articles 17-19 of the Swiss Private International Law Act of December 18, 1987, as amended (the Private International Law Act).

	(c)	Under Swiss law, jurisdiction clauses may have no effect with regard to actions relating to, or deemed to be brought in connection with, insolvency procedures, which, as a rule, must be brought before the court at the place of the relevant insolvency procedure. Furthermore, the submission by the Swiss Guarantor to the place of jurisdiction as provided for in each Transaction Agreement may be invalid if a Swiss court finds that the relevant place of jurisdiction is not sufficiently specified pursuant to article 5 of the Private International Law Act.

	(d)	Contractual submissions to a particular jurisdiction are subject to the mandatory provisions on (i) the protection of consumers, insured persons and employees pursuant to the Convention on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters of October 30, 2007, as amended (the Lugano Convention), the Private International Law Act and such other international treaties by which Switzerland is bound, and (ii) enforcement proceedings that do not qualify as civil actions.

	(e)	Rights and claims may become barred under statutes of limitation or prescription, or may be or become subject to available defenses such as set-off, counterclaim, misrepresentation, material error, frustration, overreaching, duress or fraud. Further, (i) limitations may apply to any provision in any Transaction Agreement that limits the liability of any party thereto or provides for indemnification or contribution obligations of the Swiss Guarantor if a Swiss court finds that such party or the indemnified person, respectively, acted willfully or negligently, and (ii) any party's obligation to pay an amount under any Transaction Agreement may be unenforceable if a Swiss court finds that such amount constitutes an excessive penalty (such as exemplary or punitive damages).

	(f)	Swiss courts do not consider themselves bound by contractual severability provisions or provisions stating that an agreement may only be amended in writing.

	(g)	Under Swiss law, a notice sent but not actually received may be considered not to have been properly given, and a document required to be signed or to be made in writing may not constitute a valid document if only transmitted by fax, e-mail or similar telecommunication.

	(h)	Pursuant to Swiss law, any mandate, power of attorney or instruction provided to, or appointment of, an agent may be terminated at any time by the principal or the agent, notwithstanding such mandate, power of attorney, instruction or appointment being stated to be irrevocable.

	(i)	Any provision in any Transaction Agreement to the effect that any of the rights and/or obligations of any party thereto shall be binding upon or inure to the benefit of its successors and assigns may not be binding on such successors and assigns without further consent and documentation.

	(j)	A Swiss court may limit or decline to give effect to an indemnity for legal fees or costs incurred.

	(k)	Any provision in any Transaction Agreement restricting the encumbrance of Swiss real property by mortgages, pledges or other liens may not be valid and enforceable.

	(l)	Any provision in any Transaction Agreement that constitutes, or purports to constitute, a restriction on the exercise of any statutory power by the shareholders of the Swiss Guarantor may not be valid and enforceable.

	(m)	Pursuant to the Private International Law Act, the Swiss Code of Civil Procedure and bilateral and international treaties by which Switzerland is bound (including, but not limited to, the Lugano Convention), as applicable, Swiss courts may order preliminary measures even where they do not have jurisdiction over the substance of the matter.

	(n)	The enforceability in Switzerland of a foreign judgment rendered against the Swiss Guarantor is subject to the limitations set forth in (x) bilateral and international treaties by which Switzerland is bound (including, but not limited to, the Lugano Convention), and (y) the Private International Law Act. In particular, and without limitation to the foregoing, a judgment rendered by a foreign court may only be enforced in Switzerland if:

	(i)	in the case of sub-clause (y) above and, in certain exceptional cases, sub-clause (x) above, such foreign court had jurisdiction;

	(ii)	such judgment has become final and non-appealable, or, in the case of sub-clause (x) above, has become enforceable at an earlier stage;

	(iii)	the court procedures leading to such judgment followed the principles of due process of law, including proper service of process, subject to special provisions provided for by bilateral and international treaties by which Switzerland is bound (including, but not limited to, the Lugano Convention);

	(iv)	such judgment on its merits does not violate Swiss law principles of public policy; and

	(v)	from a Swiss law perspective, such foreign procedure does not formally or functionally qualify as an insolvency-related, administrative or criminal procedure.

	(o)	Enforcement of a claim or court judgment under Swiss debt collection or bankruptcy proceedings may only be made in Swiss francs and any foreign currency amount must accordingly be converted into Swiss francs in accordance with the applicable rules.

	(p)	Section 12.07 of the Base Indenture provides for the payment of additional amounts to the extent (Swiss) withholding tax is imposed on any payment made by the Swiss Guarantor pursuant to the terms of the Indenture. If proceeds of the Exchange Notes were to be used directly or indirectly in Switzerland and, as a result, the Exchange Notes were to be reclassified as instruments subject to Swiss federal withholding tax (Verrechnungssteuer), the obligations of the Swiss Guarantor under section 12.07 of the Base Indenture and any similar obligation of the Issuer or the Swiss Guarantor under any Transaction Agreement (whether in the form of a gross-up or indemnity provision or otherwise) could, to the extent relating to interest payments under the Exchange Notes, be void and unenforceable if found to violate paragraph 1 of article 14 of the Swiss Federal Withholding Tax Act of October 13, 1965, as amended, which stipulates that (i) Swiss federal withholding tax to be withheld from any payment must be charged to the recipient of the payment, and (ii) contradictory agreements are null and void as to this issue.

	(q)	Where a party to any Transaction Agreement is vested with discretion, Swiss law may require that such discretion is exercised on reasonable grounds. Moreover, a determination, calculation, statement or certification as to any matter may be held by a Swiss court not to be final, conclusive or binding if such determination, calculation, statement or certification were shown to have an unreasonable, incorrect or arbitrary basis or not to have been given or made in good faith.

	(r)	Swiss courts interpret and construe an agreement in accordance with the principle of good faith (Vertragsauslegung nach Treu und Glauben) and, in doing so, may consider elements in addition to the wording of the relevant provisions of such agreement, including, without limitation, the circumstances under which such agreement was entered into and the real intention of the parties thereto as mutually understood or as to be understood in good faith.

	(s)	In making references to the terms of any Transaction Agreement, no opinion is expressed as to whether and to what extent these are sufficiently specified or leave room for interpretation, which may, as the case may be, become a matter of the discretion of the courts.

	(t)	We express no opinion as to any tax matters, regulatory matters or as to any commercial, financial, accounting, calculating, auditing or other non-legal matter.

	(u)	Any enforcement action taken pursuant to a Transaction Agreement after the opening of bankruptcy (Konkurs) or the granting of a composition moratorium (Nachlassstundung) in respect of the Swiss Guarantor in relation to assets of the Swiss Guarantor may not be recognized by a Swiss court or governmental body or agency, including any Swiss bankruptcy office or receiver. In relation to an asset that is officially recorded in the inventory by the Swiss bankruptcy office or receiver, any enforcement action may be deemed a criminal offense according to article 169 of the Swiss Criminal Code of December 21, 1937, as amended.

	(v)	Pursuant to articles 285 et seq. of the Swiss Bankruptcy Act, a creditor, the trustee in bankruptcy or the liquidator under a composition agreement may challenge an action of the debtor during the suspect period (which is a one year or a five year period, respectively, calculated backwards in time as from either (i) the seizure of assets, (ii) the opening of bankruptcy (Konkurs), or (iii) the granting of a composition moratorium (Nachlassstundung) or a postponement of bankruptcy (Konkursaufschub), whichever occurs earlier) if the action was to the detriment of the creditors and, in particular, if the transaction was at an undervalue, or if collateral is granted for existing obligations that the debtor was hitherto not bound to secure.

	(w)	It is doubtful whether a Swiss court would enforce a judgment of any court of the United States or any political subdivision thereof predicated solely upon the federal or state securities laws of the United States.

	(x)	We have not investigated or verified the truth or accuracy of the information contained in the Registration Statement or Prospectus, nor have we been responsible for ensuring that no material information has been omitted from it.

Name		Title

/s/ Gregory A. Heckman		Chief Executive Officer and Director
Gregory A. Heckman		(Principal Executive Officer)

/s/ John W. Neppl		Executive Vice President, Chief Financial Officer
John W. Neppl		(Principal Financial Officer)

/s/ J. Matt Simmons, Jr.		Controller and Principal Accounting Officer
J. Matt Simmons, Jr.		(Principal Accounting Officer)

/s/ Eliane Aleixo Lustosa de Andrade		Director
Eliane Aleixo Lustosa de Andrade

/s/ Carol M. Browner		Director
Carol M. Browner

/s/ Adrian Isman		Director
Adrian Isman

/s/ Anne Jensen		Director
Anne Jensen

/s/ Linda Jojo		Director
Linda Jojo

/s/ Christopher Mahoney		Director
Christopher Mahoney

/s/ Monica McGurk		Director
Monica McGurk

/s/ Kenneth Simril		Director
Kenneth Simril

/s/ Markus Walt		Director
Markus Walt

/s/ Henry “Jay” Winship		Director
Henry “Jay” Winship

/s/ Mark N. Zenuk		Director and Chair of the Board of Directors
Mark N. Zenuk

Name		Title

/s/ Rajat Gupta		President and Director
Rajat Gupta

/s/ John W. Neppl		Director
John W. Neppl

/s/ Pratik P. Mohta		Treasurer
Pratik P. Mohta

/s/ J. Matt Simmons, Jr.		Director
J. Matt Simmons, Jr.

Delaware	26-0021554
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

/s/ Jeffrey T. Grubb
Jeffrey T. Grubb

/s/ Robert D. Sznewajs
Robert D. Sznewajs

/s/ Dwight V. Board
Dwight V. Board

/s/ P.K. Chatterjee
P.K. Chatterjee

/s/ Robert Lane
Robert Lane

	3/31/2025
Assets
Cash and Balances Due From Depository Institutions	$	1,748,785
Securities		4,557
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		896
Intangible Assets		575,665
Other Assets		156,612
Total Assets	$	2,486,515

Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		222,718
Total Liabilities	$	222,718

Equity
Common and Preferred Stock		200
Surplus		1,171,635
Undivided Profits		1,091,962
Minority Interest in Subsidiaries		0
Total Equity Capital	$	2,263,797

Total Liabilities and Equity Capital	$	2,486,515

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