Bunge Global (BG) Financial History

We have incurred and will continue to incur significant expenses related to the Acquisition.

Our Articles of Association have provisions that could have an anti-takeover effect.

Additionally, Swiss law grants existing shareholders preemptive rights to subscribe for newly issued shares and advance subscription rights to subscribe for convertible and similar financial instruments.

Swiss law allows Bunge Global’s shareholders to authorize the Board to issue shares without additional shareholder approval.

As a result, Glencore and CPP Investments are able to influence the composition of our Board and thus, potentially, the outcome of corporate actions requiring shareholder approval, such as statutory mergers or the iss…

Certain Shareholders are able to exercise influence over the composition of the Board, matters subject to shareholder approval and/or our operations.

The results of operations of the company may be affected by factors that are different from those currently affecting our results of operations.

With the completion of the Acquisition, the market price for registered shares of the company may be affected by factors different from, or in addition to, those that historically have affected or currently affect the…

We have incurred, and will continue to incur significant integration-related fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and staff-rel…

•harmonizing the companies’ operating practices, reporting structure, staff development and compensation programs, internal controls and other policies, procedures and processes, including compliance by the acquired o…

•The assumption of liabilities of Viterra.

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

We may fail to realize the anticipated benefits of the Acquisition, which could adversely affect the value of the registered shares.

Risks Relating to the Combined Company Following Our Acquisition of Viterra

Our success depends on our executive management team and other key personnel with skills upon which our business depends, and our ability to effectively identify, attract, retain, and motivate high quality employees,…

The success of our supply chain relies on the continued performance of a wide array of third parties.

We are also subject to a variety of laws and regulations regarding data privacy, data protection, and data security, including laws related to the collection, storage, handling, use, disclosure, transfer, and security…

In addition, political tensions, wars, or other military conflicts, and civil unrests also have an impact on the cybersecurity risk landscape.

Increased global cybersecurity vulnerabilities, threats and more sophisticated and targeted cybersecurity attacks pose a potentially significant risk to the security of our information technology systems, networks and…

Access to credit markets and pricing of company debt is also dependent on maintaining appropriate credit ratings, and one of our financial objectives has been to maintain an investment grade credit rating.

The expansion of our business and pursuit of acquisitions or other business opportunities also may require access to significant amounts of capital.

In addition, continued government and public emphasis in countries in which we operate on environmental issues, including climate change, conservation and natural resource management, have resulted in and could result…

Our industrial activities can also result in serious accidents that could result in personal injuries, facility shutdowns, reputational harm to our business and/or the expenditure of significant amounts to remediate s…

We are subject to food and feed industry risks which include, but are not limited to, spoilage, contamination, tampering or other adulteration of products, product liability claims, and recalls.

Acquisitions also pose the risk that we may be exposed to successor liability relating to actions by an acquired company and its management before the acquisition.

Additionally, there continues to be a great deal of uncertainty regarding U.S.

•inflation, hyperinflation, and adverse economic effects resulting from governmental attempts to control inflation, such as the imposition of wage and price controls and higher interest rates.

•new and developing requirements related to GHG emissions and other climate change initiatives and workforce mandates;

Many of the raw materials that we use can be subject to periods of rapid and significant cost instability.

As with any agricultural business enterprise, our business operations are seasonal in nature.

Additionally, our operating costs and the selling prices of certain of our products are sensitive to changes in energy prices.

Although we insure ourselves against many types of risks, including certain risks associated with the ongoing war, our level of insurance may not cover all losses we could incur.

We maintain operations in Ukraine.

Additionally, the potential physical impacts of climate change are uncertain and may vary by region.

Upon the completion of the Acquisition, the number of registered shares expected to be issued to Glencore, CPP Investments and BCI will represent approximately 15%, 12% and 3% of our outstanding registered shares, or…

We have incurred, and will, following the completion of the Acquisition, continue to incur significant integration-related fees and costs related to formulating and implementing integration plans, including facilities…

Because we and Viterra operate similar businesses in similar industries, the risks relating to us and our business are generally the same as the risks relating to the combined company.

the Business Combination Agreement as a result of negotiations and because these share amounts are fixed, they will not adjust to factor in any change in the value of Viterra before closing.

The outstanding capital stock of Viterra is privately held and is not traded in any public market.

Even though we conducted a customary due diligence investigation of Viterra, we cannot be sure that our diligence surfaced all material issues that may be present inside Viterra or its business, or that it would be po…

If our due diligence investigation of Viterra was inadequate or if risks related to Viterra’s business materialize, it could have a material adverse effect on our shareholders’ investment.

We have incurred and will continue to incur significant expenses in connection with the Acquisition, regardless of whether the Acquisition is completed.

However, there is no assurance that any positive outlook on our ratings will materialize.

• Fitch upgraded our long-term debt credit rating to BBB+ on September 5, 2024 with stable outlook.

• Moody’s upgraded our long-term debt credit rating to Baa1 on August 1, 2024 with stable outlook; and

•S&P also assigned a preliminary A- issue-level rating to the September 2024 Senior Notes on September 10, 2024;

•S&P upgraded our long-term debt credit rating to BBB+ on June 13, 2023 and further placed the outlook on CreditWatch Positive for an upgrade to A- on September 9, 2024.

Interest rate fluctuations may increase our overall cost of capital.

In addition, certain notes of Viterra totaling approximately $3.3 billion will remain outstanding following the closing of the Acquisition and we will take the required actions in order to have such notes be pari pass…

Business Combination Agreement, we secured a total of $8.0 billion in acquisition debt financing ("Acquisition Financing").

As of December 31, 2024, we had approximately $6.2 billion of total debt.

The incurrence of debt to fund the pending acquisition of Viterra may impact our financial position and subject us to additional financial and operating restrictions.

Shareholder lawsuits are often brought against companies that have entered into transactions like the Acquisition.

Shareholder lawsuits relating to the Acquisition have been, and may in the future be filed against us, which could result in substantial costs and may delay or prevent the Acquisition from being completed.

Uncertainty about whether the Acquisition will close and, if it closes, the effect of the Acquisition will have on our employees and Viterra’s employees may have an adverse effect on each of us and Viterra separately…

We and Viterra may have difficulty attracting, motivating and retaining executives and other key employees in light of the Acquisition.

There can be no assurance that the risks described above will not materialize.

•Matters relating to the Acquisition (including integration planning) will require substantial commitments of time and resources by our management, which would otherwise have been devoted to day-to-day operations and…

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

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

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

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

If the Acquisition is not completed for any reason, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Acquisition, we could be subject to a number of ris…

Failure to complete the Acquisition could negatively impact our stock price and our future business and financial results.

Although we expect the Acquisition to close in the coming months, either we or Viterra may terminate the Business Combination Agreement under certain circumstances, including, among other reasons, if the Acquisition i…

The Acquisition is subject to a number of conditions to closing as specified in the Business Combination Agreement, including, (i) all required consents, clearances, authorizations and approvals pursuant to antitrust…

Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the Acquisition.

We and Viterra each have contracts with customers, suppliers, vendors, distributors, landlords, licensors, joint venture partners, and other business partners which may require us or Viterra, as applicable, to obtain…

Third parties may terminate or alter existing contracts or relationships with us or Viterra.

From and after the date of the Business Combination Agreement and prior to completion of the Acquisition, the Business Combination Agreement restricts us and Viterra from taking specified actions without the consent o…

Until the completion or termination of the Acquisition, we and Viterra are prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to us, Viterra and/or our res…

Parties with which we or Viterra do business may experience uncertainty associated with the Acquisition, including with respect to current or future business relationships with us, Viterra or the combined business.

Our and Viterra’s business relationships may be subject to disruption due to uncertainty associated with the Acquisition.

Our shareholders currently have the right to vote in the election of the Board and on other matters affecting us.

As a result of the Acquisition, our shareholders will have reduced ownership and voting interest in and will exercise less influence over management of the combined company.

Additionally, Swiss law grants existing shareholders preemptive rights to subscribe for newly issued shares and advance subscription rights to subscribe for convertible and similar financial instruments.

sign-on bonuses and severance and takeover incentive or similar payments for our executive management team (except for pay during a notice period of up to 12 months), which may impair our ability to recruit for these…

technologies, such as AI, could subject the Company to legal claims or proceedings, potential regulatory fines and penalties and damage to our reputation.

effectiveness at the acquired entities, systems integration risks, the risk of impairment charges relating to goodwill and intangible assets recorded in connection with acquisitions, the risk of significant accounting…

Additionally, there continues to be a great deal of uncertainty regarding U.S.

We face significant competition in each of our businesses and we have numerous competitors, some of which are larger, more diversified and have greater financial resources than we have.

Additionally, our operating costs and the selling prices of certain of our products are sensitive to changes in energy prices.

We divested our Russian operations in February 2023 and we no longer maintain any operations in Russia.

Additionally, the potential physical impacts of climate change are uncertain and may vary by region.

•one individual for nomination to the Board so long as such shareholder continues to own at least 5% but less than 10% of the outstanding registered shares.

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

Glencore PLC ("Glencore"), Canada Pension Plan Investment Board ("CPP Investments"), and British Columbia Investment Management Corporation, shareholders of Viterra at the time of the acquisition, represent approximat…

unaffiliated third parties.

collateral effects on additional critical infrastructure and financial institutions globally.

capital markets in the future on favorable terms, as well as impair our ability to compete effectively relative to competitors with higher credit ratings.

other measures, could affect land-use decisions, the cost of agricultural production and the cost and means of processing and transporting our products, which could adversely affect our business, cash flows, and resul…

associated with the global food system has led to, and may in the future lead to increased activism focusing on food companies and their suppliers, governmental intervention and consumer responses.

We also compete for talent in our industries, particularly commercial personnel.

To compete effectively, we must continuously focus on improving efficiency in our production and distribution operations, including through business optimization initiatives, developing and offering products that meet…

As many of the products we sell are global commodities, the markets for our products are highly price competitive, and in many cases also sensitive to product substitution.

We participate in an intensely competitive industry with numerous global and regional competitors.

Due to the continuously evolving nature of the war, the potential impact that the war could have on these risk factors, and others that cannot yet be identified, remains uncertain.