Bunge Global SA

This proposal asks shareholders to approve Bunge Global SA’s audited Swiss statutory consolidated and standalone financial statements for fiscal year 2025, a customary Swiss-law requirement. Management is presenting audited financial statements prepared in accordance with U.S. GAAP and submits them for shareholder ratification under Swiss law; the independent Swiss statutory auditor, Deloitte SA, has issued unqualified audit opinions on both the consolidated and statutory accounts. Approval provides shareholders formal acceptance of the company’s financial reporting for the period and completes the statutory process under Swiss corporate law; rejection could prompt the Board to call an extraordinary meeting but is not mandatory. Given the completion of the Viterra combination in July 2025, these financial statements reflect material corporate changes and integration impacts that bear on the combined company’s 2025 financial position and performance; shareholders should consider that context when evaluating the statements. From a governance perspective, the Board’s support and the auditor’s unqualified opinion together signal confidence in the integrity and completeness of reporting and internal controls for the fiscal year. For institutional investors, approval preserves customary Swiss shareholder rights and concludes an annual accountability step that allows the Board and management to move forward with integration and capital allocation plans. Any substantive concerns about accounting treatments, restatements or material weaknesses would be expected to be disclosed in the audit opinion or accompanying filings; no such qualified reservations are reflected in the auditor’s report included here. Overall, the vote represents routine but essential shareholder oversight of corporate financial reporting and control environment validation in the post‑merger year.

This management proposal seeks shareholder approval to carry forward the Company’s total available earnings of $128,197,000 into the next fiscal year rather than to distribute those amounts as dividends. Under Swiss law, shareholders must approve the appropriation of available earnings reported in the Swiss standalone statutory financial statements; management explains that distributions from available earnings would not be exempt from Swiss withholding tax, and therefore the Board prefers to make distributions instead from the reserve from capital contributions (see Proposal 3) which are exempt. The substantive resolution is straightforward: carry forward available earnings. The Board’s recommendation to carry forward reflects tax efficiency considerations and alignment with Bunge’s capital allocation strategy following the Viterra combination, where preserving Swiss tax-exempt distribution flexibility is economically meaningful. For shareholders, the practical effect is that no dividend will be paid out of available earnings, but separate action (Proposal 3) contemplates a cash distribution from a different reserve. Rejection of this proposal would be unusual and could require the Board to call an extraordinary general meeting to reconsider. From a governance perspective, the proposal is routine but has modest financial policy implications given the company’s capital allocation priorities and recent merger-related balance-sheet dynamics. Investors assessing the vote should consider the interplay of this proposal with Proposal 3 and the company’s stated capital-return actions and tax optimization goals in 2026.

This management proposal requests shareholder authorization to pay a $2.88 per-share cash distribution (four installments of $0.72) drawn from Bunge Global SA’s reserve from capital contributions, rather than from available earnings, because such distributions are exempt from Swiss withholding tax. The resolution lays out the payment timetable across four record dates in 2026–2027, specifies the mechanics for excluding treasury shares, and establishes a total cap on the aggregate reduction to the reserve from capital contributions ($697,375,319) that includes a 25% buffer to accommodate potential new share issuances. The cap and pro‑rata reduction mechanics protect the company from over-distribution if share count changes materially between the meeting and later record dates. Management notes Deloitte SA has confirmed compliance with Swiss law and the Articles, reinforcing the legal and technical soundness of the proposal. From a strategic perspective, the Board positions the dividend as part of a disciplined capital allocation approach following the Viterra combination—balancing cash returns with integration and balance-sheet priorities. For investors, the proposal is significant because it delivers an immediate, material cash return while structuring the distribution to preserve tax efficiency for shareholders resident in jurisdictions affected by Swiss withholding tax. The Board’s recommendation to approve the proposal reflects confidence in the company’s cash generation and a preference for a tax-efficient distribution mechanism; shareholders should weigh this immediate return against the company’s ongoing integration, investment and balance-sheet priorities.

This proposal requests shareholders to discharge the Board members and Executive Management Team from personal liability for their activities during fiscal 2025, a customary Swiss corporate governance practice under Article 698. A grant of discharge limits the period during which shareholders may bring derivative suits to those who voted against, abstained, or acquired shares without knowledge of approval—otherwise, claim rights generally expire 12 months after approval. The Board frames the vote as a formal acceptance of management’s stewardship during the year, including major corporate actions such as the completion of the Viterra combination, capital returns and sustainability oversight. For institutional investors, discharging the Board clarifies legal risk allocation post‑approval but does not absolve management or directors from liability for undisclosed matters. The proposal is procedural but meaningful in Swiss corporate law: it finalizes the accountability cycle for the prior year and determines potential windows for litigation. The Board recommends approval to provide legal certainty following a transformational year and to close the statutory accountability period for disclosed matters. Shareholders who have substantive concerns regarding disclosed conduct should consider voting against to preserve derivative rights within the statutory window; absent such concerns, a vote in favor is routine and consistent with standard Swiss practice.

This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed compensation of Named Executive Officers (NEOs) as described in the CD&A and accompanying tables. Management frames executive pay as strongly performance‑leveraged—heavy weighting toward long‑term, equity‑based incentives (60–77% depending on role), multi-metric performance measures (EPS, AROIC, RTSR and adjusted PBT(I)), and governance controls such as an independent compensation consultant, clawback policy, and share-ownership guidelines. The Human Resources and Compensation Committee explains the link between pay and strategic objectives, including sustainability metrics tied to short‑term incentives and three‑year performance cycles for PBRSUs; these design features aim to align management incentives with long-term shareholder value. The Board recommends approval and will consider shareholder feedback from this vote in future program design, although the vote is non-binding under U.S. law. For investors, the key consideration is whether the disclosed mix of pay, target setting, performance outcomes in 2025, and governance processes reasonably align executives’ interests with shareholder returns and risk management. Given the recent Viterra combination and resulting changes to the business, shareholders should weigh how compensation design accounts for integration milestones, retained executives’ incentives, and any one-time or conversion grants associated with the transaction. The Board’s recommendation reflects strong prior shareholder support (84.6% in 2025) and ongoing engagement with major investors and proxy advisors as part of compensation governance.

This multi-part Swiss-law proposal seeks (a) binding approval of the maximum aggregate Board compensation for the period from the 2026 meeting to the 2027 meeting ($6.1 million), (b) binding approval of the maximum aggregate Executive Management Team compensation for fiscal year 2027 ($49.5 million), and (c) an advisory retrospective shareholder vote on the Swiss Statutory Compensation Report covering actual compensation in 2025. Swiss corporate law requires these prospective, binding votes on aggregate compensation pools to enhance shareholder control over pay programs; the Board proposes the amounts based on expected headcount, committee fees, equity grants, and pay governance practices. The Board emphasizes that the approved maxima represent caps on potential payouts and not forecasts of actual spend; actual payments will be disclosed in next year’s proxy and the Swiss Compensation Report. The advisory retrospective vote (9C) gives shareholders an opportunity to express views on actual 2025 compensation practices and outcomes and is intended to complement the annual U.S. say-on-pay vote by providing Swiss‑law conforming transparency. The Board recommends approval given its assessment of competitive market positioning, pay‑for‑performance alignment (including long‑term PBRSUs and sustainability-linked elements), and compensation governance structures such as the independent consultant, clawback policy and ownership guidelines. For investors, the critical considerations are whether the proposed caps are reasonable relative to the company’s scale post‑Viterra and whether disclosed pay practices and outcomes in 2025 reflect prudent alignment with shareholders, particularly around one‑time or transaction‑related awards. The Board also notes a limited authority in the Articles for a “supplementary amount” to accommodate new Executive Management Team members, which shareholders should consider when evaluating the 9B cap. Overall, the proposal balances Swiss legal requirements for prospective shareholder ratification with the company’s desire to retain flexibility in compensation to execute integration and strategic objectives while preserving shareholder oversight.

This advisory proposal asks shareholders to approve the Company’s Swiss Statutory Non‑Financial Matter Report for 2025, which covers material environmental, social and governance areas such as climate, water, deforestation, human rights, health and safety, and anti-corruption practices. The report is prepared to comply with Swiss legal requirements (article 964c) and is aligned to the company’s broader sustainability disclosures, including the SBTs, non‑deforestation commitments, and representative metrics for operations and supply‑chain traceability. The advisory vote is non-binding but intended to solicit shareholder feedback and provide a governance signal about the credibility and comprehensiveness of Bunge’s non‑financial reporting. Management highlights the completion of key milestones in 2025—most notably traceability and monitoring in priority soy sourcing regions following the Viterra integration—and ongoing work to integrate Viterra data into future reporting cycles. Institutional investors should consider whether the report adequately addresses salient impacts (e.g., deforestation, Scope 3 emissions, human rights) and whether governance and assurance processes are sufficiently robust; Bunge has limited-assurance coverage on selected KPIs and provides detailed governance mapping to Board committees. A vote in favor supports management’s stated approach to sustainability disclosure and ongoing improvements; a vote against would likely signal investor demand for additional action or disclosure enhancements on specific non-financial matters.

This management proposal asks shareholders to elect an Independent Voting Representative as required by Swiss law; the role is strictly to receive and implement voting instructions from shareholders and not to speak or make motions on their behalf. The Board recommends the New York law firm Wuersch & Gering LLP for the role based on their experience with Swiss legal matters and the firm’s independence from Bunge. Electing an independent representative ensures that off‑register and international shareholders can provide instructions and have those instructions executed in accordance with Swiss corporate process and timelines, an important procedural requirement for a Swiss‑domiciled listed company. For holders who cannot attend the virtual meeting, the Independent Voting Representative serves as the formal conduit to ensure their votes are exercised in line with instructions and Swiss procedural requirements. Because this is a technical, legal‑administrative appointment rather than a substantive governance decision, shareholders should principally evaluate the nominee’s independence and ability to execute instructions reliably. The Board’s recommendation reflects a governance preference for a recognized firm with Swiss‑legal expertise to minimize administrative friction for international shareholders.