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EXECUTIVE COMPENSATION

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrantýx

Filed by a Party other than the Registranto

Check the appropriate box:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýxDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12


BUNGE LIMITED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
BUNGE LIMITED
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
ýxNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


(1)
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Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
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(4)Date Filed:

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proxycover.jpg
Notice of Annual General Meeting

of Shareholders and

2016 Proxy Statement

April 15, 2016

LOGO

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valuespagescreenshotrev202.jpg
This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2021 Annual Report on Form 10-K, including under Item 1A. Risk Factors. All forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report except as required by law.


LOGO
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Bunge Limited
50 Main Street1391 Timberlake Manor Parkway
White Plains, New York 10606St. Louis, Missouri 63017
U.S.A.

April 15, 2016


March 31, 2022

Dear Shareholder:

You are cordially invited

It was a remarkable year for Bunge in 2021. Against the backdrop of dynamic markets and the ongoing pandemic, our team once again rose to attendthe challenge and built upon last year’s record earnings. Bunge leveraged our Annual General Meeting of Shareholders, which will be held on Wednesday, May 25, 2016 at 10:00 a.m., Eastern Time, atunique oilseeds platform and critical position in the Sofitel Hotel, 45 West 44th Street, in New York City. The proxy statement contains important information aboutglobal food chain to connect farmers with end-customers around the Annual General Meeting,world, collaborating to find solutions to the proposalschallenges they faced.
During the year, we will consider and how you can vote your shares.

Over the past year, despite significant challenges in our markets, we continuedadded two directors to execute on our strategy to unlock greater value today, while building a solid foundation for future growth and consistent performance. We are making solid progress on the implementation of our strategic initiatives and will continue to strengthen our global business to create sustainable, long-term value for our shareholders. As we go about this, a key priority of our Board, who bring valuable skills and managementexperience to our team. Our highly engaged, diverse and independent Board is ensuringcommitted to stakeholder engagement, and we maintain a robust outreach and engagement with our shareholders onprogram that allows us to gain valuable insights into the topicsissues that matter most to them.our stakeholders. For instance, in 2021 we implemented additional changes to our incentive programs, adding ESG performance metrics, further strengthening the pay-for-performance principles underpinning our executive compensation program. We viewalso made changes to our proxy statement as an important pieceCorporate Governance Principles, enhancing our board membership criteria to include a diversity policy and to provide more clarity into our director selection and recruitment process. The updated Principles and charters can be found on our website. Additionally, the Board is acting on the shareholder recommendation to eliminate supermajority voting provisions of our shareholder communications program. We encourage youBye-laws, and we are asking shareholders to carefully review the informationadopt a proposal to amend our Bye-laws accordingly.

It was a watershed year for accomplishments in the proxy statement as well assustainability in our annual report.

Your voteoperations and across our value chains. This critical focus area is very important to us. We encourage you to vote as soon as possible, regardless of whether you will attend the Annual General Meeting. This will help us ensure that your vote is represented at the Annual General Meeting.

heart of what we do. The Board’s Sustainability and Corporate Responsibility Committee, which oversees the development of relevant sustainability policies, strategies and programs, worked closely with management to advance a range of initiatives.

Notably, in 2021, we announced Science-Based Targets with an aim to achieve absolute reductions in carbon emissions for our own operations and in our supply chains. We refinanced our sustainability-linked revolving credit facility, which was enhanced to include the same Science-Based Targets. We continued making significant strides toward our commitment to achieve deforestation-free supply chains in 2025, and we advanced our work to support the development of lower carbon intensity feedstocks.
As we look ahead,forward into 2022 and beyond, we are excited about the tremendous value creationfuture for our core oilseeds and origination business, as well as the demand growth we see coming from the emerging areas of renewable fuel feedstocks, plant-based lipids and plant-based food proteins. We believe Bunge is well-positioned to capture the growth opportunities in frontahead of us as our dedicated management team continues to executewe remain focused on our business strategy. creating long-term shareholder value.
On behalf of the Board of Directors and all the managementemployees of Bunge, I extend our appreciationthank you for your support and investment in Bunge. We look forward to seeing you at the Annual General Meeting.


GRAPHIC
L. Patrick Lupo
Chairman
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hyle.jpg
Kathleen Hyle
Chair of the Board of Directors

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS


LOGODate and Time

Your vote is very important. Whether or not you plan to access the Annual General Meeting, please promptly vote by mail, internet or telephone so that your shares will be represented at the meeting.
Thursday, May 12, 2022, at 11:00 a.m., Central Time
Place
Bunge Limited
50 Main Street
White Plains, New York 10606Limited's 2022 Annual General Meeting of Shareholders ("Annual General Meeting") will be held virtually online via live webcast at www.virtualshareholdermeeting.com/BG2022.

NOTICE OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS

Bunge Limited's 2016 Annual General Meeting of Shareholders will be held on May 25, 2016 at 10:00 a.m., Eastern Time, at the Sofitel Hotel, 45 West 44th Street, in New York City. At the Annual General Meeting, we will discuss and you will vote on the following proposals:

    ·
    Proposal 1 — the adoption of an amendment to our bye-laws to declassify our Board of Directors;
    ·
    Proposal 2 — the election of the four directors named in the proxy statement to our Board of Directors;
    ·
    Proposal 3 — the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2016 and the authorization of the Audit Committee of the Board of Directors to determine the independent auditors' fees;
    ·
    Proposal 4 — the approval of a non-binding advisory vote on the compensation of our named executive officers; and
    ·
    Proposal 5 — the approval of the Bunge Limited 2016 Equity Incentive Plan.

Shareholders will also consider and act on such other matters as may properly come before the meeting or any adjournments or postponements thereof.

We will also present at the Annual General Meeting the consolidated financial statements and independent auditors' reports for the fiscal year ended December 31, 2015, copies of which can be found in our 2015 Annual Report that accompanies this notice.

March 30, 2016 is the record date for determining which shareholders are entitled to notice of, and to vote at, the Annual General Meeting and at any subsequent adjournments or postponements. The share register will not be closed between the record date and the date of the Annual General Meeting. You will be required to bring certain documents with you to be admitted to the Annual General Meeting. Please read carefully the sections in the proxy statement on attending and voting at the Annual General Meeting to ensure that you comply with these requirements.

Your vote is very important. Whether or not you plan to attend the Annual General Meeting in person, please promptly vote by mail, Internet or telephone so that your shares will be represented at the Annual General Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to be held on May 25, 2016: Our 2016 Proxy Statement is available at www.bunge.com/2016proxy.pdf and our 2015 Annual Report is available at www.bunge.com/2015AR.pdf.

By order of the Board of Directors.

At the Annual General Meeting, we are asking shareholders to vote on the following:
1Election of the 11 director nominees named in the Proxy Statement4Approval of amendments to our Bye-laws to eliminate shareholder supermajority approval requirements
2Approval of a non-binding advisory vote on the compensation of our Named Executive Officers5Shareholder proposal regarding shareholder right to act by written consent, if properly presented at the meeting
3Appointment of Deloitte & Touche LLP as our independent auditor for fiscal year 2022, and authorization of the Audit Committee of the Board of Directors to determine the independent auditor's fees


GRAPHICS
April 15, 2016Carla L. Heiss
Secretary

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Proxy Statement Summary

1

If you are a registered holder of our common 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 InformationMeeting. If your common 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.

1

Proposals and Voting Recommendations

1

Director Nominees

1

Corporate Governance Highlights

2

2015 Financial Highlights

3

Executive Compensation Highlights

3

Information aboutPlease read carefully “Information About this Proxy Statement and the Annual General MeetingMeeting” beginning on page

78 of this proxy statement to ensure that you comply with the requirements for voting and accessing the Annual General Meeting.
5Record Date

Questions and Answers about Voting Your Common Shares

5March 14, 2022

Deadline for Appointment of Proxies by Telephone or the Internet or Returning Your Proxy Card

10

Solicitation

Shareholders as of Proxies

the Record Date are entitled to notice of, and to vote at, the Annual General Meeting and at any subsequent adjournments or postponements.
10

Corporate Governance

We will also present at the Annual General Meeting the consolidated financial statements and independent auditor's report for the fiscal year ended December 31, 2021, copies of which can be found in our 2021 Annual Report that accompanies this notice.

11
Important Notice of Internet Availability of Proxy Materials for the Annual General Meeting to be held on May 12, 2022: The Proxy Statement and Annual Report on Form 10-K are available at www.investors.bunge.com/investors/corporate-governance/governance-documents and www.ProxyVote.com.
By Order of the Board of Directors
image1.jpg
March 31, 2022
Lisa Ware-Alexander
Vice President, Deputy General Counsel
and Corporate Secretary

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1
Annual General Meeting Information
1
Proposals and Voting Recommendations
1
Director Nominees
2
Corporate Governance Highlights
4
2021 Financial and Strategic Highlights
5
Executive Compensation Highlights
6
Shareholder Engagement Highlights
7
8
Election of Directors
8
Nominees
8
15
Board and Corporate Governance Developments
15
Board Structure and Proposed Governance ChangesSize

1115

Board IndependenceSuccession and Tenure

1115
Director Selection and Qualifications

15
Proxy Access/Shareholder Recommendations and Nominations
16
Board Independence
17
Board Leadership Structure

1218

Board Meetings and Committees

1218
Board and Committee

Risk OversightEvaluations

1521
Executive Succession Planning and Leadership Development

22
Risk Oversight
22
Corporate Governance GuidelinesPrinciples and Code of Conduct

1624

Executive Sessions of Our Board

1624

Communications with Our Board

1624

Board Member Attendance at Annual General Meetings

1624

Shareholder Outreach and Engagement

1725

BoardEnvironmental, Social and Committee EvaluationsGovernance

1725
Human Capital Management

Nomination of Directors

1727
Public Policy Engagements

Proposal 1 — Adoption of an Amendment to Our Bye-Laws to Declassify the Board of Directors


1929

Proposed Amendment to Our Bye-Laws

19
Director Compensation

Considerations of the Board

1930

Proposal 2 — Election of Directors


21

Election of Directors

21

Class I Nominees

21

Class III Directors with Terms Expiring In 2017

23

Class II Directors with Terms Expiring In 2018

24

Director Compensation


26

Director Compensation Table

2631

Executive Compensation


29

Compensation Discussion and Analysis

29

Compensation Committee Report


54

Compensation and Risk


55

Compensation Tables


57

Share Ownership of Directors, Executive Officers and Principal Shareholders


7132
Audit33
Policy for the Review and Approval of Related Person Transactions
33
33
34
i
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35
Named Executive Officers
35
Commitment to Shareholders
35
Overview
36
Determining Compensation
38
Principal Elements of Our Executive Compensation Program
41
Compensation Governance
51
Compensation and Risk
53
Human Resources and Compensation Committee Report


7454
Executive Compensation Tables

55
Pay Ratio Disclosure
68
69
General
69

76Fees
69
Audit Fees
69
Audit-Related Fees
69
Tax Fees
69
All Other Fees
70
Pre-Approval Policies and Procedures
70
71
72
74
77
78
Information About this Proxy Statement
78
Information About the Meeting
79
Voting
80
Solicitation of Proxies
82
82
83
A-1
B-1
C-1

i

ii

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General

76

Fees

76

Audit Fees

76

Audit-Related Fees

77

Tax Fees

77

All Other Fees

77

Pre-Approval Policies and Procedures

77

Proposal 4 — Advisory Vote to Approve Named Executive Officer Compensation


78

Proposal 5 — Approval of the Bunge Limited 2016 Equity Incentive Plan


79

Why Shareholders Should Approve this Proposal

79

Highlights of Key Governance Practices Under the 2016 EIP. 

80

Determination of Authorized Shares

81

Summary of the 2016 EIP

82

Certain Federal Income Tax Considerations. 

86

New Plan Benefits

87

Equity Compensation Plan Information


87

Certain Relationships and Related Person Transactions


89

Policy for the Review and Approval of Related Person Transactions

89

Related Person Transactions

89

Section 16(A) Beneficial Ownership Reporting Compliance


89

Shareholder Proposals for the 2017 Annual General Meeting of Shareholders


90

Directions to Annual General Meeting


90

United States Securities and Exchange Commission Reports


91

Other Matters


91

Appendix A — Categorical Standards Of Director Independence


A-1

Appendix B — Bunge Limited 2016 Equity Incentive Plan


B-1

Appendix C — Proposed Amendment to Bye-Laws


C-1

Appendix D — Definition and Reconciliation of Non-GAAP Financial Measures


D-1

ii

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PROXY STATEMENT SUMMARY

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

Annual General Meeting Information

​​​

·

Time and Date:

Wednesday,Thursday, May 25, 2016,12, 2022, at 11:00 a.m., Central Time, with log-in beginning at 10:0045 a.m. Eastern Time.on May 12, 2022.

·

Location:

Sofitel Hotel, 45 West 44th Street, New York, NY 10036.

·

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 March 30, 201614, 2022 are entitled to vote.

·

Voting:

Voting:
Each outstanding common share is entitled to one vote. You may vote by telephone, internet, mail or by attendingaccessing the Annual General Meeting. Please see "How Do I Vote?""Voting" on page 7.80.

·

Attendance:

Attendance:
To be admitted,access the Annual General Meeting, please follow the instructions contained in "How do I attend"Information About the Annual General Meeting?"Meeting" on page 6.
​​​ 79. Shareholders who access the meeting will be allowed to submit questions in our virtual shareholder meeting forum before and during the meeting.

Proposals and Voting Recommendations
A majority of votes cast is required to approve each proposal, unless otherwise indicated.
ProposalBoard's Voting
Recommendation		Page References
(for more detail)
1Election of Directors
checkmarkdarkblue.jpgFOR EACH NOMINEE
8
2Advisory Vote on Named Executive Officer Compensation
checkmarkdarkblue.jpgFOR
34
3Appointment of Independent Auditor
checkmarkdarkblue.jpgFOR
69
4
Approval of Amendments to our Bye-laws to Eliminate Shareholder Supermajority Approval Requirements (1)
checkmarkdarkblue.jpgFOR
72
5Shareholder Proposal Regarding Shareholder Right to Act by Written Consent
xmark.jpgAGAINST
74
(1) As further described in Proposal 4 on page 72, the affirmative votes of not less than 66% of all votes attaching to all shares entitling a holder to attend and vote on this proposal are necessary for approval of the proposed Shareholder Supermajority Approval Elimination Amendment.

1
    Proposal

Board's Voting
Recommendation
Vote Required
For Approval
Page References
(for more detail)
​ ​​ ​​ ​​​​

Proposal 1.

Amendment to Bye-laws to
Declassify the Board of Directors		FOR66% OF SHARES
OUTSTANDING		19

Proposal 2.

Election of DirectorsFOR EACH NOMINEEMAJORITY OF VOTES CAST21

Proposal 3.

Appointment of Independent AuditorsFORMAJORITY OF VOTES CAST76

Proposal 4.

Advisory Vote to Approve Named Executive Officer CompensationFORMAJORITY OF VOTES CAST78

Proposal 5.

Approval of the Bunge Limited 2016 Equity Incentive PlanFORMAJORITY OF VOTES CAST79
​​​ ​​ ​​ ​​

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Director Nominees

The Board of Directors has nominated the four11 directors named below for election at the Annual General Meeting and recommends that shareholders vote FOR the election of each director nominee. Each nominee is


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currently a director of the Company. The following table provides summary information about each nominee. (See "nominee, including committee assignments. See "Proposal 1 - Election of Directors"Directors" on page 8 for additional information regarding the nominees.)

Director SinceOther Public BoardsCommittee Membership
NameAgeIndependent
Audit (1)
HRCC (2)
ERMC (3)
CGNC (4)
SCRC (5)
Sheila Bair
Deputy Chair
6720192Yesll
l(C)
Carol Browner6620130Yesl
l(C)
Paul Fribourg6820183Noll
J. Erik Fyrwald622018
1(6)
Yes
l(C)
l
Gregory Heckman
Chief Executive Officer
5920181No
Bernardo Hees5220191Yeslll
Kathleen Hyle
Board Chair
6320121Yesl
Michael Kobori6220210Yesll
Kenneth Simril5620210Yesll
Henry "Jay" Winship5420181Yes
l(C)
ll
Mark Zenuk5420180Yesl
l(C)
l = Member
(1)Audit Committee(4)Corporate Governance and Nominations Committee
(C) = Chair(2)Human Resources and Compensation Committee(5)Sustainability and Corporate Responsibility Committee
(3)Enterprise Risk Management Committee
(6) Mr. Fyrwald additionally serves as the Chair of the Board of Adama Ltd., which is listed on the Shenzhen Stock Exchange, and Sinofert Holdings Limited, which is listed on the Hong Kong Exchange. Both companies are controlled by Syngenta Group for which he serves as CEO.
Through its ongoing Board refreshment process, the Board strives to achieve the right balance of long-tenured directors, with years of experience and institutional knowledge, and new directors who bring diverse thinking to the boardroom.
Director Nominee TenureDirector Nominee Independence
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Key Skills, Qualifications, Backgrounds and Experience
Our Board possesses a diverse range of relevant and complementary skills, qualifications, backgrounds and experience, including the key qualifications listed in the following director nominee skills matrix. Further details regarding each director’s qualifications, experience and skills are included in each director nominee’s profile in "Proposal 1 - Election of Directors." This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board.
    Name
Independent
Audit
Compensation
FRPC
CGNC
SCRC
​ ​​ ​​ ​​ ​​ ​​ ​​

Paul Cornet de Ways-Ruart
Director since 2015

üüüüNominee Skills


William Engels
Director since 2001




ü



ü



​



ü



​



ü


L. Patrick Lupo*
Director since 2006

Public Company CEO Experience


ü





ü

3



ü(C)




Soren Schroder**
Director since 2013














​ Financial​​​​ ​​ ​​ ​6​ ​​
Risk Management9
South America Business Expertise5
China Business Expertise6
Agricultural Industry7
Food Ingredient7
Manufacturing and Logistics9
Government and Public Policy6
Sustainability5
Director Nominee Gender DiversityDirector Nominee Racial / Ethnic Diversity
directordiversitygenderres.jpg
directordiversityracialeth.jpg

3

(1)
ü = Member                          (C) = Chair                          (*) = Board Chairman                           (**) = Chief Executive Officer
(2)
Audit: Audit Committee        Compensation: Compensation Committee                FRPC: Finance and Risk Policy Committee
(3)
CGNC: Corporate Governance and Nominations Committee                SCRC: Sustainability and Corporate Responsibility Committee

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Corporate Governance Highlights

Our commitment to good corporate governance practices includes the following:

    ·
    Separate Chairman and CEO.
    ·
    Implementing declassification of the Board, subject to shareholder approval at the Annual General Meeting.
    ·
    Ten out of 11 independent Board members
    ·
    Independent Board committees.
    ·
    Risk oversight by full Board and committees
    ·
    Board commitment to sustainability and corporate citizenship.
    ·
    Majority voting for directors in uncontested elections.
    ·
    Independent directors meet regularly in executive sessions.
    ·
    Six of 11 directors with less than five years of Board service.
    ·
    Diverse and international Board with extensive executive leadership, financial and operational expertise.
    ·
    Annual Board review of Company strategy.
    ·
    Rigorous stock ownership guidelines for directors and executive officers.
    ·
    Comprehensive annual Board and committee self-assessments.
    ·
    Robust investor outreach program
    ·
    Board takes active role in management succession planning.

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    2015 Financial Highlights

    2015 was a year of solid performance amid industry headwinds for Bunge.

    CAPITAL RETURNED TO SHAREHOLDERS IN 2015
    		TOTAL SEGMENT EBIT, ADJUSTED (US$)(1)



    GRAPHIC
    spyglass.jpg
    		Active, Independent Board
    GRAPHIC•Active engagement with stakeholders
    •Independent, non-executive Board Chair and Deputy Chair
    •Declassified Board
    •Nine out of 11 director nominees are independent
    •Independent Committee Chairs
    •Executive sessions of independent directors at each meeting
    •Board and committees have access to independent legal, financial, executive compensation and other advisors
    •Directors have unlimited access to Company officers and employees
    •Nine of the director nominees have been added to the Board in the last five years, including two new director nominees that were added in 2021
    •High rate of board attendance at Board and committee meetings, with average 2021 attendance of approximately 99%
    •To enhance alignment of director and shareholder interests, a substantial portion of director compensation is paid in equity
    building.jpg
    		Corporate Governance
    •Commitment to Board refreshment; average tenure of our Board is less than four years
    •Updated our Corporate Governance Principles, enhancing our Board membership criteria to include a diversity policy and robust director succession and refreshment processes
    •Diverse Board with a broad range of key skills, qualifications, backgrounds and experience; 27% of our directors are female and additionally 27% are ethnically diverse
    •Requisite director retirement age of 72
    •In response to shareholder feedback, we are requesting shareholder approval to amend our Bye-laws to eliminate certain supermajority voting requirements
    •Board commitment to overseeing Environmental, Social and Governance ("ESG") matters, and refreshed committee charters to clarify ESG oversight
    •Annual Board review of Company strategy
    •Active risk oversight by full Board and committees
    •Robust Board and committee self-assessments and director nomination processes
    •Board takes active role in management succession planning
    •No Board member serves on an excessive number of outside public boards
    suit.jpg
    		Shareholder Rights
    •Annual election of directors
    •Long-standing investor outreach program
    •Holders of 10% or more of our issued and outstanding common shares may call a special meeting of shareholders
    •Proxy access allows shareholders to nominate directors to the Board
    •No poison pill


    4
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    2021 Financial and Strategic Highlights
    2021 was the strongest performance on record to date against a volatile backdrop including the continued impact of the COVID-19 pandemic and a highly dynamic market. We believe the Bunge team’s execution is evidence that the way we have transformed the business over the last three years is creating the collaborative, global culture that will maximize the value of the Company. We are excited about the additional opportunities we see to continue to grow the Company while we do our part to lower carbon emissions and encourage best practices across the entire supply chain.
    Highlights of our operational, strategic and financial achievements in 2021 are provided below:



    $12.93
    GRAPHICadjusted earnings per share(1)
    		Highest recorded adjusted Earnings Per Share ("EPS") in Company historyAchieved records in total crush volume, refining performance and port volumes
    Agribusiness and Refined and Specialty Oils posted record full-year results
    Returned $423M to shareholders through dividends and share repurchases
    Financial return metrics continued to significantly exceed respective costs of capitalAnnounced Science-Based Targets ("SBTs") related to the achievement of an absolute reduction in carbon emissions
    Delivered strong cash flow
    with full year adjusted funds
    from operations(2) of approximately

    $2.0B    		Closed on refinancing of a credit facility tied to sustainability targets
    (1)
    Total segment earnings before interest and taxes ("EBIT")Adjusted EPS is a non-GAAP financial measure.measure, see Appendix A – Reconciliation of Non-GAAP Financial Measures for reconciliation to the most directly comparable U.S. GAAP measure.
    (2)Adjusted funds from operations is a non-GAAP financial measure, can be found insee Appendix DA - Reconciliation of Non-GAAP Financial Measures for reconciliation to this proxy statement.

    the most directly comparable U.S. GAAP measure.

    We also continued our commitment to sustainability, taking actions to reduce our own environmental footprint and collaborating actively with partners, customers and other stakeholders to improve the sustainability of the food production chain. Our approach to sustainability reflects our three goal areas, and includes some of the important achievements below:
    actiononclimatelogo.jpg
    		Action on Climate
    responsiblesupplychainslogo.jpg
    		Responsible Supply Chains
    accountabilitylogo.jpg
    		Accountability
    Announced SBTs for our operations and our supply chainsMade progress on a commitment to end deforestation in our supply chains in 2025Refinanced $1.75B loan linked to five sustainability performance targets
    Grew in low-carbon markets like renewable fuels and plant-based foodsInitiated a global human rights and indigenous community rights assessmentLinked incentive compensation to sustainability goals for executives and 5,500+ employees
    Enhanced climate-related risks and opportunities managementLaunched Sustainable Partnership Program to increase South America indirect soy supply chain transparencyIncreased scores in ESG disclosure platforms, including MSCI, CDP and Newsweek
    5
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    We view sustainability as a key part of our strategy to maximize long-term shareholder value, as we believe that operating responsibly and providing products that help our customers achieve their sustainability goals provides us opportunities to (1) grow our business, (2) increase customer collaboration and loyalty, (3) attract, retain, and motivate employees, and (4) reduce our impact on the environment.
    Executive Compensation Highlights

    Bunge's

    Our executive compensation philosophy is built upon a strong foundation of linking pay with performance over the long-term and is structured to:

    GRAPHIC•


    TableAlign the interests of Contents

    A strong relationship exists in bothexecutives with the short- and long-term between CEOinterests of shareholders. The majority of pay and Company performance. Over the prior three years, CEO pay has been consistently and directionally aligned with Bunge's year-over-year financial performance1:

    GRAPHIC

    1
    Net Income and Diluted Earnings Per Share results are unadjusted and as reportedopportunity for our Named Executive Officers ("NEOs") is delivered in the Company's financial statements. RONAform of performance-based incentives.
    CEO Target Total Compensation Mix(1)
    Other NEO Target Total Compensation Mix(1)
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    (1) Base salary, target annual cash incentive and target value of equity awards at grant.
    •Drive business goals and strategies. Incentive plan targets are directly tied to business goals and strategies and are based upon metrics that drive long-term value creation.
    •Reward profitable growth and increased shareholder value. Performance metrics balance earnings growth and returns on investment. The pay mix is equity leveraged, resulting in realized compensation in line with stock price performance.








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    The table below highlights our current executive compensation practices that drive performance and serve our shareholders' long-term interests.
    WHAT WE DOWHAT WE DON'T DO
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    We Do award more than 50% of target total compensation for our NEOs and 76% for our CEO in long-term equity-based incentives
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    We Don't allow repricing of stock options or buy out underwater stock options without shareholder approval
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    We Do use multiple performance metrics for short-term and long-term awards
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    We Don't have single trigger change of control provisions
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    We Do have comprehensive disclosure of metrics and goals
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    We Don't have golden parachute excise tax gross ups
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    We Dohave long-term incentives that are majority performance-based
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    We Don't allow hedging or pledging of Company shares or holding Company shares in margin accounts
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    We Do have robust share ownership guidelines for directors, executive officers and other senior leaders
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    We Don't allow transactions by directors, officers and Company insiders in Company stock without pre-clearance
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    We Doconduct an annual compensation risk assessment for employee incentive plans
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    We Don't have excessive executive perquisites
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    WeDo have a clawback policy
    Shareholder Engagement Highlights
    Shareholder feedback is a non-GAAP financial measure. See Appendix D for further information regarding non-GAAP financial measures. CEO Pay iskey input to our compensation program. Between 2014, when we began our annual shareholder engagement program, and 2020, an average of 86% of votes cast were in favor of our executive compensation program. At our 2021 Annual General Meeting, more than 94% of the votes cast on our annual say-on-pay vote were in favor of our executive compensation program.
    Annually, we reach out to our top shareholders representing 40 - 50% of our issued and outstanding shares, as reportedwell as proxy advisory firms and other industry thought leaders.
    94%
    of Shareholders voted FOR Say-on-Pay at our 2021 Annual General Meeting
    		Engagement MethodsEngagement TopicsWho Participates
    •Individual investor meetings
    •Annual shareholder meeting
    •Quarterly earnings calls
    •Informational materials and public filings
    •Company Overview
    •Business Highlights
    •Corporate Governance
    •Diversity & Inclusion
    •Sustainability
    •Executive Compensation
    •Board of Directors
    •Executive Leadership Team
    •Investor Relations
    •Subject Matter Experts

    Engage institutional investors representing
    40 - 50%
    of issued and outstanding shares
    Further, in the Summary Compensation Table on page 572021 we commenced in-depth consultations, led by a leading ESG advisory organization, with a consortium of this proxy statement less the Change in Pension Value & Non-Qualified Deferred Compensation Earnings.investors to support our efforts to enhance transparency around our sustainability strategy, performance and engagement.

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    INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL GENERAL MEETING

    PROPOSAL 1 — ELECTION OF DIRECTORS

    Questions

    Election of Directors
    Our Board, based on the recommendations of the Corporate Governance and Answers about Voting Your Common Shares

    Why did I receive this Proxy Statement?

    Bunge Limited ("Bunge" orNominations Committee, has nominated each of the "Company") has furnished these proxy materials to you because Bunge's Board of Directors is soliciting your proxy to voteeleven nominees listed below for election at the Annual General Meeting, each to hold office until next year's Annual General Meeting.

    Each of ShareholdersMessrs. Fribourg, Fyrwald, Heckman and Winship were initially selected as a director pursuant to the respective Cooperation Agreements with Continental Grain Company, D.E. Shaw Valence Portfolios, L.L.C. and D.E. Shaw Oculus Portfolios, L.L.C., each of which expired on May 25, 2016 (the "Annual General Meeting"). This proxy statement containsNovember 12, 2019. While the selection of Messrs. Fribourg, Fyrwald, Heckman and Winship is no longer required, the Corporate Governance and Nominations Committee and the Board believe they are qualified nominees who are committed to promoting the long-term interests of our shareholders.
    Each nominee is presently a member of the Board and has agreed to serve if elected.
    Nominees
    The Board believes that its members possess the requisite tenure, diversity and variety of complementary skills, qualifications, backgrounds and experience that contribute to the Board's ability to oversee our operations and to shape our long-term business strategy. The following director nominee skills matrix is a high-level summary that is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board.
    BairBrownerFribourgFyrwaldHeckmanHeesHyleKoboriSimrilWinshipZenuk
    Key Skills and Experience
    Public Company CEO Experience
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    Financial
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    Risk Management
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    South America Business Expertise
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    China Business Expertise
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    Agricultural Industry
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    Food Ingredient
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    Manufacturing and Logistics
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    Government and Public Policy
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    Sustainability
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    Tenure and Independence
    Board Tenure2833329<1<133
    Independent
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    Demographics
    Age6766686259526362565454
    Gender IdentityWWMMMMWMMMM
    Asian
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    Black/African American
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    Hispanic/Latino
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    White/Caucasian
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    The following paragraphs set forth information about the items being voted on at the Annual General Meeting and important information about Bunge. Bunge's 2015 Annual Report, which includes Bunge's 2015 Annual Report on Form 10-K, is also being furnished together with this proxy statement. If you received printed versions of these materials by mail, these materials also include the proxy card or voting instruction form for the Annual General Meeting. Bunge is making its proxy materials first available to shareholders on or about April 15, 2016.

    Bunge has sent these materials to each person who is registered as a holder of its common shares in its register of shareholders (such owners are often referred to as "holders of record" or "registered holders") as of the close of business on March 30, 2016, the record date for the Annual General Meeting.

    Bunge has requested that banks, brokerage firms and other nominees who hold Bunge common shares on behalf of the owners of the common shares (such owners are often referred to as "beneficial shareholders" or "street name holders") as of the close of business on March 30, 2016 forward either a Notice (defined below) or a printed copy of these materials, together with a proxy card or voting instruction form, to those beneficial shareholders. Bunge has agreed to pay the reasonable expenses of

    nominees.

    the banks, brokerage firms and other nominees for forwarding these materials.

    Finally, Bunge has provided for these materials to be sent to persons who have interests in Bunge common shares through participation in the Company share funds of the Bunge Retirement Savings Plan, the Bunge Savings Plan and the Bunge Savings Plan—Supplement A. Although these persons are not eligible to vote directly at the Annual General Meeting, they may, however, instruct the trustees of the plans on how to vote the common shares represented by their interests. The enclosed proxy card will also serve as voting instructions for the trustees of the plans. If you do not provide voting instructions for shares held for you in any of these plans, the trustees will vote these shares in the same ratio as the shares for which voting instructions are provided.

    Shareholders who owned our common shares as of the close of business on the record date for the Annual General Meeting are entitled to attend and vote at the Annual General Meeting and adjournments or postponements of the Annual General Meeting. A poll will be taken on each proposal to be put to the Annual General Meeting.

    What is Notice and Access and why did Bunge elect to use it?

    As permitted by regulations of the Securities and Exchange Commission, Notice and Access provides companies with the ability to make proxy materials available to shareholders electronically via the Internet. Bunge has elected to provide many of our shareholders with a Notice of Internet Availability of Proxy Materials

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    Sheila Bair, 67
    Board Member since 2019

    Deputy Chair since 2021

    Committees:
    Audit;
    Corporate Governance and Nominations (Chair);
    Enterprise Risk Management
    Ms. Bair is the former Chair of the Federal Deposit Insurance Corporation ("FDIC"), where she served in that capacity from 2006 to 2011. After leaving the FDIC, she joined the Pew Charitable Trust as a senior advisor, a role she held from 2011 through 2015. Ms. Bair also served as president of Washington College from 2015 to 2017, and senior advisor to the international law firm DLA Piper, from 2014 to 2015. Earlier in her career, she also served as Assistant Secretary for Financial Institutions at the U.S. Department of the Treasury (2001 to 2002), Senior Vice President for Government Relations of the New York Stock Exchange (1995 to 2000), Commissioner of the Commodity Futures Trading Commission (1991 to 1995), and as counsel to Kansas Republican Senate Majority Leader Bob Dole (1981 to 1988). She continues her work on financial policy issues as chair emeritus of the Systemic Risk Council, which advocates for financial stability, and as a founding director of the Volcker Alliance, which advances excellence in public service. Ms. Bair serves as Chair of the Fannie Mae board and is a non-executive director of Lion Electric Company, where she serves as a member of the Audit Committee and chairs the Nomination and Corporate Governance Committee. She is a former non-executive director of Host Hotels & Resorts, Inc., Thomson Reuters, where she chaired the Risk Committee, and the Industrial and Commercial Bank of China Ltd. She is an accomplished author and has written several books on financial issues. In 2021, she was appointed trustee of the prestigious Economists for Peace and Security, a select group of prominent economists and others committed to world security and prosperity. She holds a bachelors from the University of Kansas and a J.D. from the University of Kansas School of Law. She also holds honorary doctorates from Kansas University, Amherst College and Drexel University.
    Skills and Qualifications: Ms. Bair brings to the Board significant experience in global capital markets and financial risk management, as well as regulation and public policy and advising large, complex organizations in both the public and private sectors.
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    Carol Browner, 66
    Board Member since 2013

    Committees:
    Corporate Governance and Nominations;
    Sustainability and Corporate Responsibility (Chair)

    Ms. Browner is senior of counsel at Covington & Burling LLP, a multinational law firm, and is a member of their environmental, social and governance practice. From 2011 to 2021, Ms. Browner was senior counsel at Albright Stonebridge Group, a global advisory firm. From 2009 to 2011, she served as Assistant to President Barack Obama and director of the White House Office of Energy and Climate Change Policy. From 2001 to 2008, Ms. Browner was a founding principal of the Albright Group and Albright Capital Management LLC. Previously, she served as Administrator of the Environmental Protection Agency from 1993 to 2001. She also chairs the board of the League of Conservation Voters and is a sustainability advisor to Neutron Holdings, Inc., d/b/a Lime. She holds a J.D. and B.A. from the University of Florida.
    Skills and Qualifications: Ms. Browner brings to the Board significant experience in regulation and public policy, the environment and sustainability, particularly with respect to agriculture, energy and renewable fuels, and also advising large, complex organizations in both the public and private sectors.
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    ("Notice") instead of receiving a full set of printed proxy materials in the mail. The Notice is a document that provides instructions regarding how to:

    ·
    view our proxy materials on the Internet;

    ·
    vote your shares; and

    ·
    request printed copies of these materials, including the proxy card or voting instruction form.

    On or about April 15, 2016, we began mailing the Notice to certain beneficial shareholders and posted our proxy materials on the website referenced in the Notice. See "Notice of Internet Availability of Proxy Materials" in this proxy statement for more information about where to view our proxy materials on the Internet.

    As more fully described in the Notice, shareholders who received the Notice may choose to access our proxy materials on the website referenced in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The selected delivery choice will remain in effect until changed by the shareholder. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials by email unless you elect otherwise.

    How many votes do I have?

    Every holder of a common share will be entitled to one vote per share for the election of each director and to one vote per share on each other matter presented at the Annual General Meeting. On March 30, 2016, there were 139,959,053 common shares issued and outstanding and entitled to vote at the Annual General Meeting.

    What proposals are being presented at the Annual General Meeting?

    Shareholders are being asked to vote on the following matters at the Annual General Meeting:

    ·
    Proposal 1 — adoption of an amendment to our bye-laws to declassify the Board of Directors;

    ·
    Proposal 2 — election of four directors named in this proxy statement;

    ·
    Proposal 3 — the appointment of Deloitte & Touche LLP as our independent auditors and authorization of the Audit Committee of the Board to determine the auditors' fees;

    ·
    Proposal 4 — the approval of a non-binding advisory vote on the compensation of our named executive officers; and

    ·
    Proposal 5 — the approval of the Bunge Limited 2016 Equity Incentive Plan.

    Other than the matters set forth in this proxy statement and matters incidental to the conduct of the Annual General Meeting, Bunge does not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on the matter at their discretion.

    How do I attend the Annual General Meeting?

    For admission to the Annual General Meeting, shareholders of record should bring the admission ticket attached to the enclosed proxy card, as well as a form of photo identification, to the shareholders' check-in area, where their ownership will be verified. Those who have beneficial ownership of common shares held by a bank, brokerage firm or other nominee must bring account statements or letters from their


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    banks or brokers showing that they own Bunge common shares, together with a form of photo identification. Registration will begin at 9:00 a.m., EDT, and the Annual General Meeting will begin at 10:00 a.m., EDT.

    How do I vote?

    You can exercise your vote in the following ways:

    ·
    By Telephone or the Internet:  If you are a shareholder of record, you may appoint your proxy by telephone, or electronically through the Internet, by following the instructions on your proxy card. If you are a beneficial shareholder, please follow the instructions on your Notice or voting instruction form.

    ·
    By Mail:  If you are a shareholder of record, you can appoint your proxy by marking, dating and signing your proxy card and returning it by mail in the enclosed postage-paid envelope. If you are a beneficial shareholder and received or requested printed copies of the proxy materials, you can vote by following the instructions on your voting instruction form.

    ·
    At the Annual General Meeting:  If you are planning to attend the Annual General Meeting and wish to vote your common shares in person, we will give you a ballot at the meeting. Shareholders who own their common shares in street name are not able to vote at the Annual General Meeting unless they have a proxy, executed in their favor, from the holder of record of their shares. You must bring this additional proxy to the Annual General Meeting.

    Your vote is very important. Even if you plan to be present at the Annual General Meeting, we encourage you to vote as soon as possible.

    What if I return my proxy card but do not mark it to show how I am voting?

    If you sign and return your proxy card or voting instruction form but do not indicate instructions for voting, your common shares will be voted "FOR" each of proposals 1, 2, 3, 4 and 5. With respect to any other matter which may properly come before the Annual General Meeting, your common shares will be voted at the discretion of the proxy holders.

    May I change or revoke my proxy?

    You may change or revoke your proxy at any time before it is exercised in one of four ways:

    ·
    Notify our Secretary in writing at the address provided below before the Annual General Meeting that you are revoking your proxy;

    ·
    Use the telephone or the Internet to change your proxy;

    ·
    Submit another proxy card (or voting instruction form if you hold your common shares in street name) with a later date; or

    ·
    If you are a holder of record, or a beneficial holder with a proxy from the holder of record, vote in person at the Annual General Meeting.

    You may not revoke a proxy simply by attending the Annual General Meeting. To revoke a proxy, you must take one of the actions described above. Any written notice of revocation must be sent to the attention of our Secretary at 50 Main Street, White Plains, New York 10606, U.S.A., or by facsimile to (914) 684-3497.


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    What does it mean if I receive more than one Notice or set of proxy materials?

    It means that you have multiple accounts at the transfer agent and/or with banks and stock brokers. Please vote all of your common shares. Beneficial shareholders sharing an address who are receiving multiple Notices or copies of proxy materials will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all shareholders at the shared address in the future. In addition, if you are the beneficial owner, but not the record holder, of Bunge's common shares, your broker, bank or other nominee may deliver only one copy of the Notice or proxy materials to multiple shareholders who share an address unless that nominee has received contrary instructions from one or more of the shareholders. Bunge will deliver promptly, upon written or oral request, a separate copy of the Notice, proxy statement or 2015 Annual Report to a shareholder at a shared address to which a single copy of the documents was delivered. Shareholders who wish to receive a separate copy of these documents should submit their request to Bunge's Investor Relations department by telephone at (914) 684-2800 or by submitting a written request to 50 Main Street, White Plains, New York 10606, U.S.A., Attention: Investor Relations.

    Can I receive future proxy materials electronically?

    Shareholders can help us conserve natural resources and reduce the cost of printing and mailing proxy statements and annual reports by opting to receive future mailings electronically. To enroll, please visit our website atwww.bunge.com, click on the "Investors—Shareholder Info & Services—Electronic Delivery Enrollment" links and follow the instructions provided.

    What constitutes a quorum?

    The presence at the start of the Annual General Meeting of at least two persons representing, in person or by proxy, more than one-half of our outstanding common shares will constitute a quorum for the transaction of business.

    What vote is required in order to approve each proposal?

    The proposal to approve an amendment to our bye-laws to declassify our Board of Directors (Proposal 1) requires the affirmative vote of not less than 66% of the outstanding common shares.

    The affirmative vote of a majority of the votes cast is required to elect each of the nominees for director (Proposal 2). As this is an uncontested election, any nominee for director who receives a greater number of votes "against" his or her election than votes "for" such election will not be elected to the Board and the position on the Board that would have been filled by the director nominee will become vacant.

    The affirmative vote of a majority of the votes cast is also required to approve each of the other proposals described in this proxy statement.

    Proposal 4, the non-binding proposal to approve the compensation of our named executive officers, is an advisory vote only and, as discussed in more detail in "Proposal 4—Advisory Vote to Approve Named Executive Officer Compensation," the voting result is not binding on us. However, although the advisory vote on Proposal 4 is non-binding, our Board will review the results of the vote and will take them into account in considering the compensation of our executive officers.

    Pursuant to Bermuda law, (i) common shares which are represented by "broker non-votes" (i.e., common shares held by brokers which are


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    represented at the Annual General Meeting but with respect to which the broker is not empowered to vote on a particular proposal) and (ii) common shares represented at the Annual General Meeting which abstain from voting on any matter, are not included in the determination of the common shares voting on such matter, but are counted for quorum purposes.

    Under the rules of the New York Stock Exchange ("NYSE"), if you do not submit specific voting instructions to your broker, your broker will not have the ability to vote your common shares in connection with Proposals 1, 2, 4 and 5. Accordingly, if your common shares are held in street name and you do not submit voting instructions to your broker, your common shares will be treated as broker non-votes for these proposals.

    How will voting on any other business be conducted?

    Other than the matters set forth in this proxy statement and matters incident to the conduct of the Annual General Meeting, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is properly proposed and presented at the Annual General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on the matter at the discretion of the proxy holders.

    Who will count the votes?

    Broadridge will act as the inspector of election and will tabulate the votes.


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    Deadline for Appointment of Proxies by Telephone or the Internet or Returning Your Proxy Card

    Bunge shareholders should complete and return the proxy card as soon as possible. To be valid, your proxy card must be completed in accordance with the instructions on it and received by usno later than 11:59 p.m., EDT, on May 24, 2016. If you appoint your proxy by telephone or the Internet, we must receive your appointmentno later than 11:59 p.m., EDT, on May 24, 2016. If you participate in the Bunge share funds of the Bunge Retirement Savings Plan, the Bunge Savings Plan or the Bunge Savings Plan — Supplement A, you must also submit your voting instructions by this deadline in order to allow the plan trustees time to receive your voting instructions and vote on behalf of the plans. If your common shares are held in street name and you are voting by mail, you should return your voting instruction form in accordance with the instructions on that form or as provided by the bank, brokerage firm or other nominee who holds Bunge common shares on your behalf.

    Solicitation of Proxies

    We will bear the cost of the solicitation of proxies, including the preparation, printing and mailing of proxy materials and the Notice. We will furnish copies of these proxy materials to banks, brokers, fiduciaries and custodians holding shares in their names on behalf of beneficial owners so that they may forward these proxy materials to our beneficial owners.

    We have retained Innisfree M&A Incorporated to assist us in the distribution of the proxy materials and to act as proxy solicitor for the Annual General Meeting for a fee of $12,500 plus reasonable out-of-pocket expenses. In addition, we may supplement the original solicitation of proxies by mail with solicitation by telephone, telegram and other means by our directors, officers and/or other employees. We will not pay any additional compensation to these individuals for any such services.


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    Paul Fribourg, 68
    Board Member since 2018
    CORPORATE GOVERNANCE

    Committees:
    Enterprise Risk Management;
    Sustainability and Corporate Responsibility

    Mr. Fribourg has served as Chairman and CEO of Continental Grain Company since 1997 and is a member of its management committee. Mr. Fribourg has over 40 years of experience owning and operating businesses in the food, agribusiness and commodities industries. Mr. Fribourg is also a director of Estee Lauder Companies, Inc., Restaurant Brands International, Inc. and Loews Corporation, as well as Syngenta Group Co., Ltd, a private company. He is a former director of Apollo Global Management, LLC (2011-2018). He is also a member of the Rabobank International North American Agribusiness Advisory Board, Board of Managers of Wayne Farms, LLC, Council on Foreign Relations, International Business Leaders Advisory Council for The Mayor of Shanghai and Temasek Americas Advisory Panel. He holds a B.A. in Economics from Amherst College and completed the Advanced Management Program at Harvard Business School.
    Skills and Qualifications: Mr. Fribourg's experience as the Chief Executive Officer of an international agribusiness and investment company, and as a director of multiple public and private companies in various industries, provides our Board with relevant agricultural and food ingredient industry experience, as well as knowledge of manufacturing and logistics, risk management and public policy. Mr. Fribourg also provides the Board with insights into business operations in South America and China.

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    J. Erik Fyrwald, 62
    Board Member since 2018

    Committees:
    Human Resources and Compensation (Chair);
    Sustainability and Corporate Responsibility

    Mr. Fyrwald is currently the CEO of Syngenta Group, a leading global agriculture company, a position he has held since 2016. Mr. Fyrwald is also an Executive Director on the Syngenta Group Board of Directors and Chairman of the not-for-profit Syngenta Foundation for Sustainable Agriculture. He is also Chairman of the Board of Directors of ADAMA Ltd and Sinofert Holdings Ltd, both controlled by Syngenta Group. Previously, he served as President and CEO of Univar, a leading distributor of chemicals and related services, from 2012 to 2016. Prior to that, he was President of Ecolab, a provider of cleaning, sanitation, water treatment and oil and gas products services from 2011 to 2012, and Chairman, President and CEO of Nalco, a water treatment and oil and gas products and services company from 2008 to 2011. He was also Group Vice President of the Agriculture and Nutrition Division of DuPont from 2003 to 2008. Mr. Fyrwald is a non-executive director on the board of Eli Lilly and Company, where he serves on the Science and Technology Committee. He also serves on the Board of Directors for CropLife International, the Swiss-American Chamber of Commerce and the UN World Food Program Farm to Market Initiative. He holds a B.S. in Chemical Engineering from the University of Delaware and completed the Advanced Management Program at Harvard Business School.
    Skills and Qualifications: Mr. Fyrwald's senior leadership experience in global business with focus on agriculture, as well as technology and innovation, provides our Board with valuable perspectives relating to our industry, international operations, including in South America and China, manufacturing and logistics and sustainability matters. He also brings corporate governance experience to the Board.

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    Gregory Heckman, 59
    Board Member since 2018
    Mr. Heckman has served as Bunge Limited's CEO since 2019 and a director since October 2018. Mr. Heckman is Founding Partner of Flatwater Partners, a private investment firm, and has over 30 years of experience in the agriculture, energy and food processing industries. He 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 Gavilon, Mr. Heckman was Chief Operating Officer of ConAgra Foods Commercial Products and President and COO of ConAgra Trade Group. Mr. Heckman also serves as a non-executive director on the board of OCI NV, a global producer of fertilizer and chemicals. He is also a member of the North America Agribusiness Advisory Board of Rabobank, the New York Stock Exchange Board Advisory Council and the Aksarben Foundation Board of Governors. Mr. Heckman holds a B.S. in agriculture economics and marketing from the University of Illinois at Urbana-Champaign.
    Skills and Qualifications: Mr. Heckman's deep agribusiness and food industry knowledge and leadership experience, his proven track record in driving growth and shareholder value at Bunge and previous businesses he has led, as well as his experience as our CEO, provides the Board with valuable perspectives as we continue to grow our portfolio of businesses, while increasing our focus on sustainability and optimizing our operation and risk management execution.

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    Bernardo Hees, 52
    Board Member since 2019

    Committees:
    Enterprise Risk Management;
    Human Resources and Compensation;
    Sustainability and Corporate Responsibility

    Mr. Hees was a partner at 3G Capital, a global investment firm, from 2010 until the end of 2019. Mr. Hees served as CEO of The Kraft Heinz Company from July 2015 until June 2019 and as CEO of H.J. Heinz Company from June 2013 until its merger with Kraft Foods Group, Inc. in July 2015. Previously, Mr. Hees served as CEO of Burger King Worldwide Holdings, Inc., a global fast food restaurant chain, from September 2010 to June 2013 and Burger King Worldwide, Inc. from June 2012 to June 2013, and as CEO of América Latina Logística, a logistics company, from January 2005 to September 2010. Mr. Hees serves as Executive Chairman of the Board of Directors of Avis Budget Group, Inc. He holds a B.A. in Economics from the Pontifical Catholic University of Rio de Janeiro and an MBA from Warwick Business School in the United Kingdom.
    Skills and Qualifications: Mr. Hees's experience as a former chief executive of a large international consumer products company and his experience as a former partner of a global investment firm provides the Board with valuable perspective relating to global food and food ingredient supply chains. He also provides the Board with insights into the South American marketplace. He has a finance background, and a strong understanding of compensation and sustainability matters.

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    Kathleen Hyle, 63
    Board Member since 2012

    Board Chair since 2018

    Committees:
    Corporate Governance and Nominations


    Ms. Hyle served as Senior Vice President of Constellation Energy and Chief Operating Officer of Constellation Energy Resources from November 2008 until her retirement in June 2012, following the completion of the merger of Constellation Energy with Exelon Corporation. From June 2007 to November 2008, Ms. Hyle served as Chief Financial Officer ("CFO") for Constellation Energy Nuclear Group and for UniStar Nuclear Energy, LLC, a strategic joint venture between Constellation Energy and Électricité de France. Prior to that, Ms. Hyle held the position of Senior Vice President of Finance for Constellation Energy from 2005 to 2007 and Senior Vice President of Finance, Information Technology, Risk and Operations for Constellation New Energy from January to October 2005. Prior to joining Constellation Energy, Ms. Hyle served as the CFO of ANC Rental Corp., the parent company of Alamo Rent-A-Car and National Rent-A-Car; Vice President and Treasurer of Auto-Nation, Inc.; and Vice President and Treasurer of The Black and Decker Corporation. Ms. Hyle is currently a non-executive director on the board of AmerisourceBergen Corporation and is a former director of The ADT Corporation. She previously served on the Board of Trustees of Center Stage in Baltimore, MD and as trustee of the Loyola University Maryland Sellinger School of Business and Management. She has a B.A. from Loyola College.
    Skills and Qualifications: Ms. Hyle brings senior leadership experience and extensive financial, risk management, manufacturing and logistics and public policy experience to the Board. She also previously chaired Bunge's Audit Committee for several years and qualifies as an audit committee financial expert.

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    Michael Kobori, 62
    Board Member since 2021

    Committees:
    Enterprise Risk Management;
    Sustainability and Corporate Responsibility
    Mr. Kobori is currently the Chief Sustainability Officer at Starbucks Coffee Company, a position he has held since 2020. Prior to joining Starbucks, he was with Levi Strauss & Co. where he served as Vice President, Sustainability from 2007 to 2020 and the Director, Global Code of Conduct from 2001 to 2006. Prior to that, he was with The Asia Foundation, where he supported human rights and economic development in Bangladesh, Thailand and Vietnam. Mr. Kobori has been a lecturer in corporate sustainability at the Haas Business School, University of California at Berkeley. He is the Executive Producer of Utopia Theatre Project, an artist-led social justice theater company. Mr. Kobori has served on a number of not-for profit boards and advisory commissions, including the Cotton Board, Better Cotton Initiative, Sustainable Apparel Coalition, ILO Better Work, Levi Strauss Foundation and The Asia Foundation. He holds a Masters of Public Policy and AB, Psychology and Asian Studies degrees from the University of California, Berkeley.
    Skills and Qualifications: Mr. Kobori brings to the Board significant experience in environmental matters, sustainability and public policy, particularly with respect to climate, agriculture and water. He also has experience working for a large multinational beverage and manufacturing company with complex supply chains. In addition, his extensive experience in the private sector provides unique perspectives on diversity and social justice matters. He also provides the Board with insights on business operations in Asia.
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    Kenneth Simril, 56
    Board Member since 2021

    Committees:
    Audit;
    Human Resources and Compensation
    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-executive director of At Home Group, Inc. He currently serves as an independent director of American Funds managed by the Capital Group, a privately held company. He holds a B.S. in Petroleum Engineering from the University of Southern California and an MBA from Harvard Business School.

    Skills and Qualifications: Mr. Simril brings to the Board significant financial and leadership expertise and experience working for large, complex multinational companies. In addition, he brings significant food and ingredients experience, manufacturing, logistics, strategic and investment management experience. Mr. Simril is an audit committee financial expert.
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    Henry "Jay" Winship, 54
    Board Member since 2018

    Committees:
    Audit (Chair);
    Corporate Governance and Nominations;
    Human Resources and Compensation
    Since 2016, Mr. Winship has served as President of Pacific Point Capital, a privately owned asset management firm. Prior to that, he was a Principal, Senior Managing Director and Member of the Investment Committee at Relational Investors, which he joined in 1996. He has over 25 years of experience as an institutional investor and in investment management, accounting and financial management. Mr. Winship is a non-executive director of C.H. Robinson and former non-executive director of CoreLogic, Inc. He also serves on the Board of Advisors of the Corporate Governance Institute at San Diego State University Fowler College of Business. He is a Certified Public Accountant and holds the professional designation of Chartered Financial Analyst. He holds a bachelor's degree in finance from the University of Arizona and an MBA from the University of California, Los Angeles.

    Skills and Qualifications: Mr. Winship brings to the Board expertise and experience as an institutional investor helping to grow shareholder value at a wide range of public companies. Mr. Winship has significant experience in the areas of finance, capital allocation and risk management, and provides our Board with valuable perspectives on a range of agricultural and food ingredient industry topics. Mr. Winship is an audit committee financial expert and has extensive corporate governance expertise.
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    Mark Zenuk, 54
    Board Member since 2018

    Committees:
    Audit;
    Enterprise Risk Management (Chair)
    Mr. Zenuk has served as Managing Partner of Tillridge Global Agribusiness Partners, an agribusiness private equity firm, since 2016. Prior to Tillridge, he was a Managing Director at NGP Energy Capital Management where he led the agribusiness investment platform from 2010 to 2016. Before joining NGP Energy Capital Management, he served in many domestic and international executive leadership roles with Archer Daniels Midland Company ("ADM"), having most recently led ADM’s oilseed business unit. Before joining ADM in 1999, he served as General Manager of the Commodity Marketing Group for the Saskatchewan Wheat Pool and Marketing Manager for the Canadian Wheat Board. He holds a B.S. in Agricultural Economics from the University of Saskatchewan.

    Skills and Qualifications: Mr. Zenuk's senior leadership experience provides deep knowledge of global agribusiness and food and ingredients markets, along with risk management expertise and, through his private equity experience, financial acumen and a strong commitment to strategic growth and shareholder value. Mr. Zenuk also brings manufacturing and logistics experience in global operations.
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    		OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.

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    CORPORATE GOVERNANCE
    The following sections provide an overview of Bunge'sour corporate governance policies and practices, including with respect to Board tenure and refreshment, independence of directors, Board leadership, risk oversight, shareholder outreach and the structure and key aspects of our Board and committee operations. The Board regularly reviews our policies and processes in the context of current corporate governance trends, regulatory changes and recognized best practices.

    Board and Corporate Governance Developments
    Our Board is committed to highly effective corporate governance that is responsive to shareholders. We have conducted a formal shareholder outreach program for several years in which we listen to our shareholders’ perspectives on our performance and strategy, governance matters, our executive compensation program, sustainability, human capital management and other topics of shareholder interest. In addition, through our ongoing investor relations activities, we also solicit shareholder perspectives on these matters. See “Corporate Governance - Shareholder Outreach and Engagement” for more information on these activities.
    Board Structure and Proposed Governance Changes

    Size

    As of the date of this proxy statement, our Board consists of 11 directors divided into three classes, with the directors indirectors. Directors are elected at each class being elected for a three-year term. The term of the three classes is staggered so that only one class of directors is nominated for election at any one annual general meeting. After careful consideration and reviewmeeting of the classified Board structure, the Board determined that it would be in the best interests of the Company and our shareholders to declassifyhold office for one-year terms until the next annual general meeting of shareholders.
    Board which, when fully implemented in 2017, will allow our shareholders to vote on the election of the entire Board each year. Succession and Tenure
    The Board has approved an amendment to our bye-laws to effect the declassification, subject to shareholder approval at the Annual General Meeting. Please refer to Proposal 1 for further information regarding the declassification proposal.

    Board Independence

    The Board is composedactively reviews and refreshes its membership. In furtherance of a substantial majority of independent directors. In accordance with the listing standards of the NYSE, to be considered independent, a director must have no material relationship with Bunge directly or as a partner, shareholder or officer of an organization that has a relationship with Bunge. The Board annually reviews commercial and other relationships between directors or members of their immediate families and Bunge in order to make a determination regarding the independence of each director. To assist it in making these determinations, the Board has adopted categorical standards of director independence which are set forth in Annex A to our Corporate Governance Guidelines, which are included as Appendix A to this proxy statement and are also available through the "Investors — Corporate Governance" section of our website,www.bunge.com. Additionally, Bunge's bye-laws provide that no more than two directors may be employed by Bunge or any company or entity which is controlled by Bunge.

    The Board has determined that the following directors are independent: Messrs. Bachrach, Boilini, Cornet de Ways-Ruart, de La Tour d'Auvergne Lauraguais, Engels, Ferrier, Lupo and McGlade and Mses. Browner and Hyle. In making its independence determinations, the Board broadly considers all relevant facts and circumstances, including that in the normal course of business, purchase and sale and other commercial and charitable transactions or relationships may occur between Bunge and other companies or organizations with which some of our directors or their immediate family members are affiliated. Mr. Schroder is not considered an independent director due to his position as an executive officer of Bunge.

    In determining the independence of these directors, the Board considered transactions between Bunge and a charitable organization with which an immediate family member of Mr. de La Tour d'Auvergne


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    Lauraguais is affiliated as a director, and determined that Mr. de La Tour d'Auvergne Lauraguais did not have a material direct or indirect interest in the transactions. The Board also considered that Bunge made donations in 2015 to the same charitable organization and determined that the amount of the charitable contributions were immaterial and fell below the thresholds in Bunge's categorical standards of director independence. Additionally, the Board considered that Bunge provided certain administrative support services to Mutual Investment Limited, a holding company and former parent company of Bunge Limited which currently has no significant operations. Messrs. de La Tour d'Auvergne Lauraguais and Engels are directors of Mutual Investment Limited. The Board also considered that in 2015 Bunge made sales in the ordinary course of business to Anheuser-Busch InBev S.A., where Mr. Cornet de Ways-Ruart serves as a director, and had ordinary course business relationships with The ADT Corporation, where Ms. Hyle serves as a director. The Board determined that none of these transactions were material.

    Board Leadership Structure

    Our Board does not have a requirement that the roles of Chief Executive Officer and Chairman of the Board be either combined or separated, because the Board believes this determination should be made based on the best interests of Bunge and its shareholders at any point in time based on the facts and circumstances facing the Company. Demonstrating the Board's commitment to making these thoughtful and careful determinations, our Board leadership structure has evolved over the past three years with the separation of the Chairman and CEO roles in June 2013 at the time of Mr. Schroder's appointment as CEO, and the appointment of L. Patrick Lupo as the Company's independent, non-executive Chairman effective January 1, 2014. The Board believes that its current leadership structure is in the best interests of the Company and its shareholders at this time and demonstrates its commitment to independent oversight, which is a critical aspect of effective governance.

    Additionally, as described above, our Board is characterized by a substantial majority of independent directors as well as Board committees that are comprised entirely of independent directors. As a result, independent directors oversee critical matters, including the integrity of our financial statements, the evaluation and compensation of executive management, the selection of directors, Board performance and our risk management practices.

    Board Meetings and Committees

    The Board normally has five regularly scheduled meetings per year and committee meetings are normally held in conjunction with Board meetings. Our Board met seven times in 2015. All incumbent directors attended at least 75% of the combined Board and committee meetings on which they served during the last fiscal year.

    Our bye-laws give our Board the authority to delegate its powers to committees appointed by the Board. We have five standing Board committees: the Audit Committee, the Compensation Committee, the Finance and Risk Policy Committee,objective, the Corporate Governance and Nominations Committee and the Sustainability and Corporate Responsibility Committee. Each committee is comprised entirely of independent directors, and the members of the Audit Committee and the Compensation Committee also meet the enhanced independence rules of the SEC and NYSE applicable to such committees. Each


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    of our committees is authorized and assured of appropriate funding to retain and consult with external advisors and counsel. Our committees are required to conduct meetings and take action in accordance with the directions of the Board, the provisions of our bye-laws and the terms of their respective committee charters. Each committee has the power under its charter to sub-delegate the authority and duties designated in its charter to subcommittees or individual members of the committee as it deems appropriate, unless prohibited by law, regulation or any NYSE listing standard. Copies of all our committee charters are available on our website,www.bunge.com. Please note that the information contained in or connected to our website is not intended to be part of this proxy statement.

    Audit Committee. Pursuant to its charter, our Audit Committee assists the Board in fulfilling its responsibility for oversight of:

      ·
      the quality and integrity of our financial statements and related disclosure;

      ·
      our compliance with legal and regulatory requirements;

      ·
      the independent auditor's qualifications, independence and performance; and

      ·
      the performance of our internal audit and control functions.

    Please see the Audit Committee Report included in this proxy statement for information about our 2015 fiscal year audit. The Audit Committee met nine times in 2015. The Audit Committee meets separately with our independent auditor and also in executive sessions with members of management and our chief audit executive from time to time as deemed appropriatedeveloping succession planning guided by the committee. Additionally, the Audit Committee periodically meets in executive sessions at which only the Audit Committee members are in attendance, without any members of our management present. The members of our Audit Committee are Messrs. Boilini, Cornet de Ways-Ruartlong-term strategy and Engels and Mses. Browner and Hyle (chair). Our Board has determined that each of Mr. Boilini, Mr. Engels and Ms. Hyle qualifies as an audit committee financial expert. In accordance with our Audit Committee charter, no committee member may simultaneously serve on the audit committees of more than two other public companies without the prior approvalongoing business operations of the Board.

    Compensation Committee. Our Compensation Committee designs, reviews and oversees Bunge's executive compensation program. Under its charter, the committee, among other things:

      ·
      reviews and approves corporate goals and objectives relevant to the compensation of our CEO, evaluates the performanceCompany. As part of the CEO in light of these goals and objectives and sets the CEO's compensation based on this evaluation;

      ·
      reviews the evaluations of the direct reports to the CEO and approves and oversees the total compensation packages for the direct reports to the CEO;

      ·
      reviews and makes recommendations to the Board regarding our incentive compensation plans, including our equity incentive plans, and administers and interprets our equity incentive plans;

      ·
      reviews our compensation practices to ensure that they do not encourage unnecessary and excessive risk taking;

      ·
      makes recommendations to the Board on director compensation; and

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      ·
      periodically reviews our management succession program for senior executive positions and ensures that the Board is informed of its status.

    Pursuant to its charter, the Compensation Committee is empowered to hire outside advisors as it deems appropriate to assist it in the performance of its duties. The Compensation Committee has sole authority to retain or terminate any such compensation consultants or advisors and to approve their fees. For additional information on the Compensation Committee's role, its use of outside advisors and their roles, as well as the committee's processes and procedures for the consideration and determination of executive compensation, see "Executive Compensation — Compensation Discussion and Analysis" beginning on page 29 of this proxy statement.

    The Compensation Committee met six times in 2015. The members of our Compensation Committee are Messrs. Bachrach (chairman), de La Tour D'Auvergne Lauraguais, Ferrier, Lupo and McGlade.

    Corporate Governance and Nominations Committee. Our Corporate Governance and Nominations Committee is responsible for, among other things:

      ·
      monitoring, advising and making recommendations to the Board with respect to the law and practice of corporate governance and the duties and responsibilities of directors of public companies, as well as overseeing our corporate governance initiatives and related policies;

      ·
      leading the Board in its annual performance evaluation and overseeing the self-evaluations of each Board committee;

      ·
      identifying and recommending to the Board nominees for election or re-election to the Board, or for appointment to fill any vacancy that is anticipated or has arisen on the Board (see "— Nomination of Directors" for more information);

      ·
      reviewing and making recommendations to the Board regarding director independence; and

      ·
      overseeing our related person transaction policies and procedures.

    The Corporate Governance and Nominations Committee met five times in 2015. The members of our Corporate Governance and Nominations Committee are Messrs. Bachrach and Lupo (chairman) and Mses. Browner and Hyle. Each of the members ofplanning, the Corporate Governance and Nominations Committee is independent underannually, and on an as needed basis, reviews the listing standardscomposition of the NYSE.

    Finance and Risk Policy Committee. Our Finance and Risk Policy Committee ("FRPC") is responsibleBoard against the skills criteria applicable to potential candidates for supervisingnomination to the quality and integrity of our financial and risk management practices. As further described below, the FRPC reviews and updates our risk management policies and risk limits on a periodic basis and advises our Board, on financial and risk management practices. The FRPC met six times in 2015. The members of the FRPC are Messrs. Boilini (chairman), Cornet de Ways-Ruart, de La Tour d'Auvergne Lauraguais, Engels, Ferrier and McGlade.

    Sustainability and Corporate Responsibility Committee. Our Sustainability & Corporate Responsibility Committee ("SCRC") provides oversight of Bunge's policies, strategies and programs with respect to sustainability, corporate social responsibility, the environment, human rights, community relations, supply chains, nutrition and health, public affairs, philanthropy and other matters. The SCRC met four times in 2015. The members of the SCRC are Messrs. Cornet de Ways-Ruart, Engels and Ferrier and Ms. Browner (chair).


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    Risk Oversight

    Our Board of Directors oversees management's approach to risk management, which is designed to support the achievement of our strategic objectives and enhance shareholder value. For the Board, fundamental aspects of its risk management oversight activities include:

      ·
      understanding the Company's strategy and the associated major risks inherent in our operations and corporate strategy;

      ·
      crafting the right Board for our Company, including establishing an appropriate committee structure to carry out its oversight responsibilities effectively; and

      ·
      overseeing implementation by management of appropriate risk management and control procedures and developing and maintaining an open, ongoing dialogue with management about major risks facing the Company.

    Our Board has considered the most effective organizational structure to appropriately oversee major risks for our Company. It has established a dedicated Board committee, the FRPC, which enables greater focus at the Board level on financial risk oversight tailored to our business and industries. The FRPC has responsibility for oversight of the quality and integrity of our financial and risk management practices, which includes oversight of the following key risk areas: commodities risk, foreign exchange risk, interest rate and liquidity risk, credit and counterparty risk, country risk, derivatives risk, capital structure and approval of corporate risk policies and limits associated with the Company's risk appetite. The FRPC meets regularly with our CEO, Chief Financial Officer, chief risk officer, treasurer and other members of senior management to receive regular updates on our risk profile and risk management activities.

    Additionally, each of our other Board committees considers risks within its area of responsibility. Our Audit Committee focuses on various aspects of risk oversight, including the financial reporting process, adequacy of our internal controls and the impact of risk and risk management strategies on our financial statements. The Audit Committee receives an annual risk assessment briefing from our chief audit executive, as well as periodic update briefings,existing directors, and reviews and approves the annual internal audit plan that is designed to prioritize and address the identified risks. The Audit Committee also reviews key risk considerations relatingmakes director nomination recommendations to the annual audit with our independent auditors. The Audit Committee also assistsBoard.

    In addition, the Board in fulfilling its oversight responsibility with respect to legal and compliance matters, including meeting with and receiving periodic briefings from our general counsel and chief compliance officer. In developing and overseeing our compensation programs, the Compensation Committee seeks to create incentives that are appropriately balanced and do not motivate employees to take imprudent risks. See "Compensation and Risk" on page 55 of this proxy statement for more information. Our Corporate Governance and Nominations Committee oversees risks related to the Company's governance structure and processes. This includes its role in identifying individuals qualified to serve as Board members, and its leadership of the annual Board self-assessment process that is aimed at ensuring that the Board is functioning effectively and is able to meet all of its responsibilities, including risk oversight. The Sustainability and Corporate Responsibility Committee is engaged in oversight of sustainability, environmental matters and social responsibility, including related reputational risks and business risks.


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    All of our Board committees regularly report on their activities to the full Board to promote effective coordination and ensure that the entire Board remains apprised of major risks, how those risks may interrelate, and how management addresses those risks.

    Corporate Governance Guidelines and Code of Conduct

    Our Board has adopted Corporate Governance Guidelines that set forth our corporate governance objectives and policies and, subject to our bye-laws, govern the functioning of the Board. Our Corporate Governance Guidelines are available on our website,www.bunge.com. Please note that information contained in or connected to our website is not intended to be part of this proxy statement.

    The Code of Conduct sets forth our commitment to ethical business practices, reinforces various corporate policies and reflects our values, vision and culture. Our Code of Conduct applies to all of our directors, officers and employees worldwide, including our CEO and senior financial officers. Our Code of Conduct is available on our website. We intend to post amendments to and waivers (to the extent applicable to certain officers and our directors) of our Code of Conduct on our website.

    Executive Sessions of Our Board

    Our Corporate Governance Guidelines provide that the non-management directors shall meet without management directors at regularly scheduled executive sessions and at such other times as they deem appropriate. Our Board has adopted a policy that the non-management directors will meet without management present at each regularly scheduled Board meeting. Our non-executive Chairman presides over these sessions.

    Communications with Our Board

    To facilitate the abilityrequisite director retirement age of shareholders to communicate with our Board and to facilitate the ability of interested persons to communicate with non-management directors,72; however, it does not impose director tenure limits as the Board has established a physical mailing address to which such communications may be sent. This physical mailing addressbelieves that imposing limits on director tenure could arbitrarily deprive it of the valuable contributions of its most experienced members. Accordingly, length of Board service is available on our website,www.bunge.com, through the "Investors — Corporate Governance" section.

    Communications received are initially directed to our legal department, where they are screened to eliminate communications that are merely solicitations for products and services, itemsone of a personal nature not relevant to us or our shareholders and other matters that are improper or irrelevant to the functioningvariety of the Board or Bunge. All other communications are forwarded to the relevant director, if addressed to an individual director or a committee chairman, or to the members of the Corporate Governance and Nominations Committee if no particular addressee is specified.

    Board Member Attendance at Annual General Meetings

    It is the policy of our Board that our directors attend each annual general meeting of shareholders. In 2015, all of our continuing directors attended our Annual General Meeting.


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    Shareholder Outreach and Engagement

    Shareholder outreach is a key priority of our Board and management, and through our shareholder outreach program, we engage with our investors to gain valuable insights into the current and emerging issues that matter most to them, including with respect to corporate governance, executive compensation and other matters. Over the past three years, we have engaged with institutional investors representing approximately 40% of our outstanding shares. Our independent Chairman participates in these sessions, and feedback is relayed to the Board of Directors. Additionally, outside of the shareholder outreach program, we interact with institutional and individual shareholders throughout the year on a wide range of issues.

    Board and Committee Evaluations

    The Board conducts annual self-evaluations to determine whether it and its committees are functioning effectively. As part of the Board self-evaluation process, our independent Chairman conducts individual interviews with each Board member. Additionally, each committee annually reviews its own performance through written questionnaires and assesses the adequacy of its charter. The process is designed and overseenfactors considered by the Corporate Governance and Nominations Committee in making director nomination recommendations to the Board. Additionally, we have implemented full declassification of our Board, which is chairedmeans each director must be re-nominated by our Chairman,the Board on an annual basis. This provides the Board with the opportunity to consider the optimal mix of characteristics, skills, qualifications and experience of its members each year.

    Over the resultscourse of the evaluations are discussed bylast four years, eight directors have either left the fullBoard or decided not to stand for re-election. As a result, the average tenure of our director nominees is less than four years, with the longest tenured nominee having served for nine years. This significant Board refreshment process has resulted in an increase in the depth, scope of qualifications and diversity represented on the Board.

    Nomination of Directors

    Director Selection and Qualifications
    As provided in its charter, the Corporate Governance and Nominations Committee will identify and recommend to the Board nominees for election or re-election to the Board and will consider nominees submitted by shareholders. The Corporate Governance and Nominations Committee, in its commitment to our Corporate Governance Guidelines, strives to nominate director candidates who exhibit high standards of ethics, integrity, commitment and accountability and who are committed to promoting the long-term interests of our shareholders. In addition, all nominations attempt to ensure that the Board shall encompass a range of talent, skill and relevant expertise sufficient to provide sound guidance with respect to our operations and interests. The committee strives to recommend candidates, whopursuant to the Board Membership Criteria and Diversity Policy set forth in the Corporate Governance Principles, that (1) complement the current members of the Board and other proposed nominees so as to further the objective of having a Board that guides the long-term strategy and ongoing business operations of the Company, and (2) reflects a diversity of background and experience with the necessary skills to effectively perform the functions of the Board and its committees.
    In that regard, from time to time, the Corporate Governance and Nominations Committee mayrecommends to the Board director candidates for nomination and election during the annual general meeting or for appointment to fill vacancies. The Committee works with our Board to identify certain characteristics, skills or attributes as being particularly desirableand experience to help meet specific Board needs that have arisen or are expected to arise. When the Corporate Governance and Nominations Committee reviews a
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    potential new candidate, it looks specifically at the candidate's qualifications in lightwith respect to these needs as well as the Board Membership Criteria and Diversity Policy. Additionally, the Corporate Governance and Nominations Committee annually reviews the tenure, performance, skills and contributions of existing Board members to the extent they are candidates for re-election. Directors eligible for re-election abstain from Board discussions regarding their nomination and from voting on such nomination.
    For all directors, we require an independent mindset, high personal and professional ethics, integrity, sound business judgment, the ability and willingness to commit sufficient time to the Board and to promoting the long-term interests of the needsCompany's shareholders. Our Board considers many factors in evaluating the suitability of individual director candidates, including, but not limited to: a general understanding of global business, finance and other disciplines relevant to the success of a large, publicly traded company; understanding of our business and technology; education, professional background and personal accomplishment; and geographic, gender, age, and racial and ethnic diversity. The Board is committed to actively seeking highly qualified women and individuals from historically under-represented groups to include in the candidate pool from which Board nominees are selected.
    The Board evaluates each individual in the context of the Board atas a whole, with the objective of recommending Board nominees that time givencan best realize the then-current mixstrategy and success of the Company and represent shareholder interests, using its diversity of experience. The invitation to stand for election to the Board shall be extended by the Chair of the Board on behalf of the Board.
    In determining whether to recommend a director attributes.

    for re-election, the Committee considers the director’s participation in and contributions to the activities of the Board, the results of the most recent Board evaluation, and meeting attendance. The Board does not believe that directors should expect to be re-nominated annually.

    Under the Corporate Governance Guidelines,Principles, directors must inform the ChairmanChair of the Board and the ChairmanChair of the Corporate Governance and Nominations Committee in advance of accepting an invitation to serve on another public company board. In addition, no director may sit on the board, or beneficially own more than 1% of the outstanding equity securities, of any of our competitors in our principal lines of business. While
    In connection with the director nominations process, the Corporate Governance and Nominations Committee may identify candidates through recommendations provided by members of the Board, management, shareholders or other persons, and has not established any term limitsalso engaged professional search firms to an individual's membershipassist in identifying or evaluating qualified candidates.
    A professional search firm assisted the Corporate Governance and Nominations Committee in connection with its recommendation of Messrs. Kobori and Simril, who were both appointed to the Board of Directors in 2021. When using a professional search firm, the Corporate Governance and Nominations Committee directs the firm to include in each director search qualified candidates who reflect diverse backgrounds, including diversity of gender, race, ethnicity, and nationality. Based on the Board no director having attainedMembership Criteria and Diversity Policy outlined in our Corporate Governance Principles, the agesearch firm is directed to provide for review and consideration a diverse slate of 70candidates. After consulting with the Corporate Governance and Nominations Committee, the firm further screens and interviews candidates to assess their qualifications, interest and any potential conflicts of interest, and provides its results to the Committee.
    The Corporate Governance and Nominations Committee will be nominatedreview and evaluate candidates taking into account available information concerning the candidate, the qualifications for Board membership described above and other factors that it deems relevant. In conducting its review and evaluation, the Corporate Governance and Nominations Committee may solicit the views of other members of the Board, senior management and third parties, and conduct interviews of proposed candidates and request that candidates meet with other members of the Board. Each of the nominees for election at the Annual General Meeting was recommended by the Board

    Corporate Governance and Nominations Committee.

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    for re-election or re-appointment to

    Proxy Access/Shareholder Recommendations and Nominations
    The Corporate Governance and Nominations Committee will evaluate candidates recommended by shareholders in the Board. Directors eligible for re-election abstain from Board discussions regarding their nomination and from voting on such nomination.

    same manner as candidates recommended by other persons. In accordance with our bye-laws,Bye-laws, shareholders who wish to propose a director nominee must give written notice to our Corporate Secretary at our registered address at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, not later than 120 days before the first anniversary of the date on which Bunge'sour proxy statement was distributed to shareholders in connection with the prior year's annual general meeting. If no annual general meeting was held in the prior year or if the date of the annual general meeting

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    has been changed by more than 30 days from the date contemplated in the prior year's proxy statement, the notice must be given before the later of (i) 150 days prior to the contemplated date of the annual general meeting and (ii) the date which is 10 days after the date of the first public announcement or other notification of the actual date of the annual general meeting. Where directors are to be elected at a special general meeting, such notice must be given before the later of (i) 120 days before the date of the special general meeting and (ii) the date which is 10 days after the date of the first public announcement or other notification of the date of the special general meeting. In each case, the notice must include, as to each person the shareholder proposes to nominate for election or re-election as director, all information relating to that person required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"),which we refer to as the Exchange Act, which includes such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and evidence satisfactory to Bungeus that such nominee has no interests that would limit such nominee's ability to fulfill their duties of office. BungeWe may require any nominee to furnish such other information as reasonably may be required by Bungeus to determine the eligibility of such nominee to serve as a director. A shareholder may propose a director nominee to be considered by our shareholders at the annual general meeting provided that the notice provisions in our bye-lawsBye-laws as set forth above are met, even if such director nominee is not nominated by the Corporate Governance and Nominations Committee. A shareholder may also recommend director candidates for consideration by the Corporate Governance and Nominations Committee at any time. Any such recommendations should include the nominee's name and qualifications for Board membership.

    Board Independence
    The Board is composed of a substantial majority of independent directors. Currently, nine of our 11 incumbent directors and nominees are independent.
    In connectionaccordance with the listing standards of the New York Stock Exchange ("NYSE"), to be considered independent, a director nominations process,must have no material relationship with Bunge directly or as a partner, shareholder or officer of an organization that has a relationship with Bunge. The NYSE has also established enhanced independence standards applicable to members of our Audit Committee and our Human Resources and Compensation Committee. 
    The Board annually reviews commercial and other relationships between directors and members of their immediate families and Bunge to make a determination regarding the independence of each director. To assist it in making these determinations, the Board has adopted categorical standards of director independence which are set forth in Annex A to our Corporate Governance Principles. The categorical standards of director independence are included as Appendix B to this proxy statement and Nominations Committeeare also available through the "Investors — Corporate Governance" section of our website, www.bunge.com. Transactions, relationships and arrangements between a director and Bunge that are within our independence standards are deemed immaterial, subject to NYSE standards. Additionally, our Bye-laws provide that no more than two directors may identify candidates through recommendations providedbe employed by us or any company or entity which we control.
    In making its independence determinations, the Board considers relevant facts and circumstances, including that in the normal course of business, purchase and sale and other commercial and charitable transactions or relationships may occur between Bunge and other companies or organizations with which some of our directors or their immediate family members are affiliated. For 2021, the Board considered the following transactions and relationships and determined them to be immaterial:
    •ordinary course business transactions with certain portfolio companies of Tillridge Global Agribusiness Partners, a private equity firm where Mr. Zenuk serves as Managing Partner. Mr. Zenuk does not serve as an officer or employee of any of these portfolio companies and has no involvement in Bunge's dealings with these companies. Additionally, these commercial relationships predated Mr. Zenuk joining our Board. The highest amount of annual purchase or sale transactions between Bunge and any of the Board, management, shareholders or other persons,portfolio companies in 2021 was approximately $14.3 million.
    •ordinary course business transactions with Syngenta, a global agrochemical and has also engaged professional search firmsseed manufacturer where Mr. Fyrwald serves as CEO and Mr. Fribourg serves as a non-executive director. These transactions totaled approximately $139.7 million of sales to assistand approximately $31.3 million of purchases from Syngenta in identifying or evaluating qualified candidates.2021, less than 2% of Syngenta's annual gross revenues.
    •ordinary course business transactions with Fleischmann's Ingredients, a subsidiary of Kerry Group, where Mr. Cornet de Ways-Ruart, who joinedSimril was the Board in July 2015, was recommended by membersformer President and CEO. These transactions totaled approximately $7.6 million of sales to and $15.5 million of purchases from Kerry Group and its affiliates, less than 2% of Kerry Group's annual gross revenues. Additionally, these commercial relationships predated Mr. Simril joining our Board.
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    Based on the Boardevaluation and shareholders. The Corporate Governance and Nominations Committee will review and evaluate candidates taking into account available information concerning the candidate, the qualifications for Board membershipcriteria described above, and other factors that it deems relevant. In conducting its review and evaluation, the Committee may solicit the views of other members of the Board, senior management and third parties, conduct interviews of proposed candidates and request that candidates meet with other members of the Board. The Committee will evaluate candidates recommended by shareholders in the same manner as candidates recommended by other persons. The Corporate Governance and Nominations Committee has not received any nominations for director from shareholders for the Annual General Meeting.


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    PROPOSAL 1 — ADOPTION OF AN AMENDMENT TO OUR BYE-LAWS TO DECLASSIFY THE BOARD OF DIRECTORS

    Proposed Amendment to Our Bye-Laws

    Currently, our bye-laws divide the members of the Board into three classes. One class is elected at each annual general meeting of shareholders to hold office for a three-year term.

    After careful consideration, taking into consideration arguments in favor and against continuation of the classified Board, the Board has determined that it wouldthe following directors are independent: Mses. Bair, Browner and Hyle and Messrs. Fyrwald, Hees, Kobori, Simril, Winship and Zenuk. Mr. Heckman is not considered an independent director since he also serves as our CEO. Mr. Fribourg was determined not to be independent due to the amount of ordinary course business transactions between Continental Grain Company and Bunge during Continental Grain's fiscal year 2021, whereby such transactions exceeded the thresholds set forth in the categorical standards of director independence.

    Board Leadership Structure
    Our Board does not have a requirement that the roles of CEO and Chair of the Board be either combined or separated, because the Board believes this determination should be made based on the best interests of Bunge and its shareholders at any point in time based on the facts and circumstances then facing the Company. Demonstrating the Board's commitment to making these thoughtful and careful determinations, our Board has separated the Chair and CEO roles since 2013 and has had an independent, non-executive Board Chair since January 1, 2014. Ms. Hyle currently serves as Board Chair and ex officio member of each committee. In addition, Ms. Bair was appointed as non-executive Deputy Chair on May 5, 2021. The Board believes that its current leadership structure is in the best interests of the Company and its shareholders at this time and demonstrates its commitment to declassify the Board to allow the Company's shareholders to vote on the electionindependent oversight, which is a critical aspect of the entire Board each year, rather than on a staggered basis. The proposed amendment to our bye-laws to effect this declassification ofeffective governance.
    Additionally, as described above, our Board is set forthcharacterized by a substantial majority of independent directors as well as key Board committees that are composed entirely of independent directors. As a result, independent directors oversee critical matters, including the integrity of our financial statements, the evaluation and compensation of executive management, the selection of directors and Board performance.
    Board Meetings and Committees
    The Board normally has five regularly scheduled meetings per year, and committee meetings are normally held in Appendix Cconjunction with Board meetings. Additionally, the Board holds virtual meetings to receive updates on our business and as circumstances may require. Our Board met seven times in 2021 and acted by written consent four times. All directors serving on the Board as of December 31, 2021 attended at least 99% of the combined Board and committee meetings on which they served during the last fiscal year.
    Our Bye-laws give our Board the authority to delegate its powers to committees appointed by the Board. We have five standing Board committees: the Audit Committee, the Human Resources and Compensation Committee, the Enterprise Risk Management Committee, the Corporate Governance and Nominations Committee and the Sustainability and Corporate Responsibility Committee. Each of these committees is chaired by an independent director and each of the Audit Committee, Human Resources and Compensation Committee and Corporate Governance and Nominations Committee is composed entirely of independent directors. The members of the Audit Committee and the Human Resources and Compensation Committee also meet the enhanced independence rules of the Securities and Exchange Commission ("SEC") and NYSE applicable to such committees. Pursuant to their charters, each of these committees are authorized and assured of appropriate funding to retain and consult with external advisors and counsel, as they deem appropriate, to assist in the performance of their duties. The committees are required to conduct meetings and take action in accordance with the directions of the Board, the provisions of our Bye-laws and the terms of their respective committee charters. Each of these committees has the power under its charter to sub-delegate the authority and duties designated in its charter to subcommittees or individual members of the committee as it deems appropriate, unless prohibited by law, regulation or any NYSE listing standard. Copies of these committee charters are available through the "Investors — Corporate Governance" section of our website, www.bunge.com. Please note that the information contained in or connected to our website is not intended to be part of this proxy statement.

    If this Proposal 1 is approved by

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    Audit Committee
    2021 meetings l 10
    		  Primary Responsibilities:
    Members:
    Henry "Jay" Winship (Chair)
    Sheila Bair
    Kenneth Simril
    Mark Zenuk
    •the quality and integrity of our financial statements and related disclosures;
    •compliance with legal and regulatory requirements;
    •the independent auditor's qualifications, independence, fees and performance;
    •the performance of our internal audit and control functions; and
    •assists the Board in its oversight of cybersecurity.
    The Audit Committee meets separately with our shareholdersindependent auditor and also in quarterly executive sessions with members of management, including our chief audit executive and our chief compliance officer. Additionally, the Audit Committee regularly meets in executive sessions at which only the Annual General Meeting,Audit Committee members are in attendance, without any members of our management present. No Audit Committee member may simultaneously serve on the declassificationaudit committees of more than two other public companies without the prior approval of the Board of Directors will be effectedBoard. Messrs. Winship and Simril qualify as follows:

      ·
      audit committee financial experts.
    Human Resources and Compensation Committee
    2021 meetings l 5
    		  Primary Responsibilities:
    Members:
    J. Erik Fyrwald (Chair)
    Bernardo Hees
    Kenneth Simril
    Henry "Jay" Winship
    •designing, reviewing and overseeing Bunge's executive compensation program;
    •reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating the performance of the CEO in light of these goals and objectives and setting the CEO's compensation based on this evaluation;
    •reviewing the evaluation by the CEO of each executive officer reporting directly to the CEO and overseeing and approving the total compensation packages for each executive officer reporting directly to the CEO;
    •reviewing and approving employment, consulting, retirement and severance agreements and arrangements for the CEO and executive officers reporting directly to the CEO;
    •reviewing and making recommendations to the Board regarding our incentive compensation plans, including our equity incentive plans, and administering our equity incentive plans;
    •establishing and reviewing our executive and director share ownership guidelines;
    •reviewing our compensation practices to ensure that they do not encourage unnecessary and excessive risk-taking;
    •making recommendations to the Board on director compensation; and
    •overseeing talent management programs, succession planning and the Company's initiatives and policies related to diversity and inclusion, workforce environment and culture.
    The Class I directors elected atHuman Resources and Compensation Committee has sole authority to retain or terminate any such compensation consultants or advisors and to approve their fees. For additional information on the Annual General Meeting will be electedHuman Resources and Compensation Committee's role, its use of outside advisors and their roles, as well as the Human Resources and Compensation Committee's processes and procedures for a term expiring at the Company's 2017consideration and determination of executive compensation, see "Compensation Discussion and Analysis — Determining Compensation" beginning on page 38 of this proxy statement.
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    Corporate Governance and Nominations Committee
    2021 meetings l 7
    		  Primary Responsibilities:
    Members:
    Sheila Bair (Chair)
    Carol Browner
    Kathleen Hyle
    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.
    Enterprise Risk Management Committee
    2021 meetings l 7
    		  Primary Responsibilities:
    Members:
    Mark Zenuk (Chair)
    Sheila Bair
    Paul Fribourg
    Bernardo Hees
    Michael Kobori
    •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" for more information); and
    •overseeing 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.
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    Sustainability and Corporate Responsibility Committee
    2021 meetings l 4
    		  Primary Responsibilities:
    Members:
    Carol Browner (Chair)
    Paul Fribourg
    J. Erik Fyrwald
    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;
    –ESG external trends and public affairs;
    –relations with stakeholders;
    –assisting the Board and Enterprise Risk Management Committee in fulfilling their risk management oversight responsibility relating to ESG; and
    –philanthropy.
    Board and Committee Evaluations
    Pursuant to NYSE requirements, our Corporate Governance Principles and the charters of each of the Board’s committees, the Board and each of its committees conducts annual general meeting;

    ·
    The Class III directors will continue to serve the remainderself-assessments of their elected terms, which expire at the 2017 annual general meeting;

    ·
    The Class II directors, whose terms are scheduled to expire at the Company's 2018 annual general meeting, will also stand for election at the 2017 Annual General Meeting; and

    ·
    At the 2017 Annual General Meeting and each annual general meeting thereafter, all directors will be elected for a one-year term.

    If this Proposal 1 is approved by the Company's shareholders, any director appointed to fill a vacancy that arises between annual general meetings of shareholders will serve for a term that expires at the next annual general meeting.

    The above description is qualified in its entirety by the actual text of the proposed amendment to the bye-laws, which is set forth in Appendix C. If this Proposal 1 is not approved by the Company's shareholders, the Board of Directors will remain classified, and the term of the Class I directors standing for election at the Annual General Meeting will expire at the Company's 2019 annual general meeting.

    Considerations of the Board

    performance. The Board recognizes that a classified structure may offer several advantages, including promoting Board continuitythorough and stabilityconstructive assessment process is an essential component of good corporate governance. These self-assessments are intended to facilitate a candid assessment and encouraging a long-term perspectivediscussion by directors and company management. Classified boards also provide protection against certain abusive takeover tactics and more time to solicit higher bids in a hostile takeover situation because it is more difficult to change a majority of directors on the board in a single year. However, the Board also recognizes that many investors believe that a classified structure reduces directors' accountability to shareholders because a

    and each committee of its effectiveness and performance and identification of areas for improvement. A summary of the process is below:
    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.

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    classified structure does not allow shareholders to express a view on each director's performance by means

    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.
    Executive Succession Planning and Leadership Development
    Succession planning and leadership development are top priorities for the Board and management. On an annual vote.

    and as needed basis, the Human Resources and Compensation Committee, with oversight by the Board, reviews succession plans and candidate profiles for the CEO and other senior management positions, and oversees talent management programs that drive capability building, leadership development and workforce culture. The Human Resources and Compensation Committee also reviews workforce health metrics at each meeting that provide insight into workforce movement, diversity and inclusion initiatives, engagement and culture.

    The Board believes that this proposalsuccession planning: (i) is a board-driven, collaborative and continuous process; (ii) should consider the Company's long-term strategic goals; and (iii) involves building a diverse and inclusive, talent-rich organization by attracting and developing the right people. Individuals who are identified as succession candidates for critical positions are given exposure and visibility to declassifyBoard members through formal presentations and informal events.
    Risk Oversight
    Our Board of Directors oversees management's approach to risk management, which is designed to support the achievement of our strategic objectives and enhance shareholder value. Our Board has considered the most effective organizational structure to appropriately oversee major risks. It has established a dedicated Board committee, the Enterprise Risk Management Committee, which enables greater focus at the Board further evidenceslevel on risk oversight tailored to our business and industries. Additionally, each of our other Board committees considers risks within its commitment to robust corporate governance practices and accountabilityarea of responsibility. All Board committees regularly report on their activities to the Company's shareholders.

    full Board to promote effective coordination and to ensure that the entire Board remains apprised of major risks, how those risks may interrelate, and how management addresses those risks. Finally, Bunge has management teams responsible for risk, including a Chief Risk Officer, a Management Risk Committee and an Internal Audit team to assist with the day-to-day implementation, governance and monitoring of risk management strategies and risk mitigation efforts. An overview of each Board committee and their respective roles in risk oversight are outlined below:

    EntityPrimary Responsibility for Risk Management
    Enterprise Risk Management Committee
    •Oversees the quality and integrity of our risk management practices relating to the following key areas: commodities risk, foreign exchange risk, liquidity, interest rate and funding risk, credit and counterparty risk, country risk, climate-related risk, new trading or investing business activity risk and sanctions and derivatives compliance.
    •Reviews and approves corporate risk policies and limits associated with our risk appetite.
    •Oversees the development of an Enterprise Risk Management framework, periodically reviewing a wider scope of enterprise risks facing the Company, and management's risk mitigation strategies.
    •Meets regularly with our CEO, CFO, Chief Risk Officer, and other members of senior management to receive regular updates on our risk profile and risk management activities.
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    THE BOARDTABLE OF DIRECTORS RECOMMENDS THAT YOU VOTEFOR THE PROPOSAL TO ADOPT AN AMENDMENT TO OUR BYE-LAWS TO DECLASSIFY THE BOARD OF DIRECTORS.


    CONTENTS

    Table of Contents

    EntityPrimary Responsibility for Risk Management
    Audit Committee
    PROPOSAL 2 — ELECTION OF DIRECTORS•

    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 and compliance staff.
    •Oversees our cybersecurity and other information technology risks, including risk management programs and controls.
    Human Resources and Compensation Committee
    •Oversees risks relating to compensation and benefits programs to ensure incentives are appropriately balanced and do not motivate executives and employees to take imprudent risks.
    •Oversees programs, policies and practices relating to talent management, diversity and inclusion, and workforce environment and culture.
    •Oversees CEO and senior management succession planning and compensation.
    •Advises the Board on CEO and director compensation.
    •See "Compensation and Risk" beginning on page 53 of this proxy statement for more information.
    Corporate Governance and Nominations Committee
    •Oversees risks related to our governance framework and processes.
    •Identifies individuals qualified to serve as Board members pursuant to the guidelines and diversity policy established by the Board in the Corporate Governance Principles.
    •Provides oversight of Board effectiveness and independence.
    •Conducts the annual Board and committee self-assessment process that is aimed at ensuring that the Board and its committees are functioning effectively and able to meet their responsibilities, including risk oversight.
    Sustainability and Corporate Responsibility Committee
    •Oversees the Company's governance, policies, strategies and programs related to sustainability, corporate social responsibility matters, human rights, food safety, product stewardship, and environmental trends, issues, risks and concerns which could affect the Company’s business activities and performance.
    •Oversees and provides guidance to management on sustainability, corporate social responsibility, political and environmental governance matters in public debate, public policy, regulation and legislation.
    •Reviews the Company's charitable giving policies and programs.

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    EntityPrimary Responsibility for Risk Management
    Management
    •Chief Risk Officer: Implements an effective risk management framework and provides daily oversight of risk.
    •Chief Information Officer: Provides updates to the Audit Committee on cyber trends, incidents, risks, and the Company's response systems and mitigation strategies on an annual and as needed basis.
    •Internal Audit: Provides reliable and timely information to our Board, Audit Committee and management regarding our Company’s effectiveness in identifying and appropriately controlling risks.
    •Management Risk Committee: Reviews significant risk events, 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.
    Corporate Governance Principles and Code of Directors

    There are four nominees for election atConduct

    Our Board has adopted Corporate Governance Principles that set forth our corporate governance objectives and policies and, subject to our Bye-laws, govern the Annual General Meeting. Each nominee is presently a memberfunctioning of the Board. Currently,Our Corporate Governance Principles are available through the "Investors — Corporate Governance" section of our bye-laws dividewebsite, www.bunge.com. Please note that information contained in or connected to our website is not intended to be part of this proxy statement.
    The Code of Conduct sets forth our commitment to ethical business practices, reinforces various corporate policies and reflects our values, vision and culture. Our Code of Conduct applies to all of our directors, officers and employees worldwide, including our CEO and senior officers. Our Code of Conduct is available on our website. We intend to post amendments to and waivers of (to the membersextent applicable to certain officers and our directors) our Code of Conduct on our website.
    Executive Sessions of Our Board
    Our Corporate Governance Principles provide that the non-management directors shall meet without management directors at regularly scheduled executive sessions and at such other times as they deem appropriate. Our Board meets in executive session without management directors present at each regularly scheduled Board meeting. Our non-executive, independent Board Chair presides over these sessions.
    Communications with Our Board
    To facilitate the ability of shareholders to communicate with our Board and to facilitate the ability of interested persons to communicate with non-management directors, the Board has established a physical mailing address and an electronic address to which such communications may be sent, which is available on our website, www.bunge.com, through the "Investors — Corporate Governance" section.
    Communications received are initially directed to our legal department, where they are screened to eliminate communications that are merely solicitations for products and services, items of a personal nature not relevant to us or our shareholders and other matters that are improper or irrelevant to the functioning of the Board of Directors into three classes. One class is elected at each annual general meeting of shareholdersor Bunge. All other communications are forwarded to hold office forthe relevant director, if addressed to an individual director or a three-year term. The four nominees are currently Class I directors whose term expires atcommittee chair, or to the Annual General Meeting.

    As explained in further detail in Proposal 1, the Board is proposing to amend our bye-laws to declassify the Board of Directors over a one-year period beginning with the Annual General Meeting. If Proposal 1 is approved by the Company's shareholders, the nominees standing for election at the Annual General Meeting will be elected for a term expiring at the 2017 annual general meeting. If Proposal 1 is not approved by the Company's shareholders, the bye-laws will not be amended and the nominees will be elected for a term expiring at the 2019 annual general meeting.

    Upon the recommendationmembers of the Corporate Governance and Nominations Committee Messrs. Cornet de Ways-Ruart, Engels, Lupoif no particular addressee is specified.

    Board Member Attendance at Annual General Meetings
    It is the policy of our Board that our directors attend each annual general meeting of shareholders. In 2021, all nominees who were serving as directors at the time attended our annual general meeting.
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    Shareholder Outreach and SchroderEngagement
    Shareholder outreach is a key priority of our Board and management, and through our shareholder outreach program, we engage with our investors to gain valuable insights into the current and emerging issues that matter most to them, including with respect to corporate governance, executive compensation, sustainability, human capital management, diversity and inclusion, and other matters. Over the past several years, our independent Board Chair and management have been nominated byengaged with institutional investors representing approximately 40% to 50% of our issued and outstanding shares. Additionally, outside of the shareholder outreach program, we interact with institutional and individual shareholders throughout the year on a wide range of issues. Feedback from these discussions is relayed to the Board for election atof Directors and is a key element in the Annual General Meeting. Bernard de La Tour d'Auvergne Lauraguais has reacheddevelopment of our governance, compensation and sustainability policies, as well as the mandatory retirement age for directors underongoing evaluation of our business strategy and performance.
    For example, as a result of feedback received and collaboration with our shareholders in recent years we have:
    •taken significant action to refresh our Board and the leadership and composition of our Board committees;
    •made meaningful changes to our executive compensation program;
    •enhanced our proxy disclosures with respect to the composition, skill sets and diversity of our Board;
    •enhanced our sustainability policies and programs, particularly with respect to addressing deforestation risks in our supply chain, climate-related risks and water sustainability;
    •updated our Corporate Governance GuidelinesPrinciples to enhance our Board Membership Criteria, including the addition of a Diversity Policy and director succession planning;
    •updated our committee charters to clarify the roles and responsibilities with respect to ESG matters; and
    •implemented full declassification of our Board.
    The Board will retirecontinue to seek investor input in furtherance of its commitment to enhancing our governance practices and building long-term shareholder value.
    Environmental, Social and Governance
    We incorporate sustainability into many areas of our business, from how we plan and develop our strategic goals, compensate employees and operate our facilities to how we engage with our customers, suppliers, employees, communities and other stakeholders. We strive to make decisions across our value chain built on a foundation of ethical leadership, accountability and environmental stewardship. We urge sustainability and responsibility along the supply chain from the farm to the table and work collaboratively with our value chain partners to realize these ambitions at scale.
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    		“We serve customers at both ends of the value chain – from farmers to consumers. This position gives us a unique view on just how critical sustainability has become at each step along the way. We connect with our partners to help them realize their sustainability goals as we work together to achieve success across our common challenges and opportunities.”
    –Robert Coviello
      Chief Sustainability Officer and Government Affairs
    We believe that our position in the global food system enables us to unite diverse stakeholders – from farmers to consumers, NGOs and governments — and to promote actions that help to support sustainable agriculture.
    Our key areas of growth – expansion of our oilseed processing and origination capabilities, production of renewable feedstocks, increasing our plant lipids portfolio and development of new plant-based protein ingredients – are not only central to our business strategy but also a testament to the alignment of sustainability with our corporate vision.
    In the past two years, company-wide improvements enabled Bunge to take advantage of improved market conditions and generate record earnings, which we expect will position us for long-term success. We aim to provide value for our
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    shareholders while continuing to accelerate our focus on sustainable business opportunities that contribute to more climate-friendly agribusiness and food systems.
    To meet today's challenges and contribute to the solutions ahead, we have defined sustainability goals that incorporate activities and commitments supporting three key areas:
    actiononclimatelogo.jpg
    		Action on ClimateWe implement innovative solutions to minimize our environmental footprint and support projects and activities that strengthen our approach to fighting climate change
    responsiblesupplychainslogo.jpg
    		Responsible Supply ChainsWe promote sustainable agriculture and implement robust projects that protect and improve the environment, while supporting the social and economic well-being of growers and local communities
    accountabilitylogo.jpg
    		AccountabilityWe aim to be an accountable leader within our industry, helping to raise the bar on our sector’s performance by regularly tracking and disclosing progress on our commitments and sustainability performance
    Bunge’s Board when his current term expireshas established five board committees that oversee Bunge’s governance, compensation, risk management and sustainability practices, including climate-related risks and opportunities.
    •Oversight of sustainability at Bunge is led by the Sustainability and Corporate Responsibility Committee and specific related sustainability responsibilities are integrated across other Board committees. The Sustainability and Corporate Responsibility Committee oversees and provides input on the datedevelopment of sustainability and corporate social responsibility policies, strategies and programs of the AnnualCompany.
    •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 skills, diversity and experience to oversee Bunge’s business.
    •The Human Resources and Compensation Committee oversees our compensation framework, governance, guidelines and performance criteria, which includes Environmental, Social and Governance ("ESG") and human capital metrics.
    •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.
    •The Audit Committee periodically evaluates non-financial reporting practices and requirements which may impact the Company's regulatory filings, including ESG risks.
    We mitigate against climate change risks we face by integrating carbon-focused decision-making across our organization. We are working to minimize our environmental footprint and take action to reduce greenhouse gas emissions through our commitment to climate action. In 2021, we announced SBTs with an aim to achieve absolute reductions in carbon emissions for our own operations and in our supply chains. To meet these targets, Bunge expects to make significant enhancements across our global operations, promote regenerative farming practices and emphasize decarbonization in shipping and logistics.
    A substantial portion of emissions reduction within our supply chains, known as Scope 3 emissions, are tied to our industry-leading commitment to have deforestation-free supply chains in 2025. Progress against this commitment remains strong, as we achieve improved traceability and monitoring figures to our sourcing in the high priority geographies of the world.
    In December 2021, we closed on the refinancing of our $1.75 billion, three-year revolving credit facility. The interest rate is linked to our credit ratings and to five core sustainability targets, creating a meaningful connection between Bunge’s capital structure and sustainability strategy.
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    As of January 1, 2021, performance-based sustainability goals are a component of the annual incentive bonuses paid to our executive team and over 5,500 of our employees. Our compensation framework is based on a pay-for-performance philosophy with payout now directly impacted by our attainment of certain sustainability targets.
    Bunge's ESG disclosure platforms and our efforts to integrate sustainability into our business and supply chains have led to increased ESG disclosure scores year-over-year.
    For more information about our sustainability efforts, annual reports and dashboards, please visit www.bunge.com/sustainability.
    Human Capital Management
    Our culture of trust, accountability, collaboration and innovation starts with inclusion and recognition of the importance of having different perspectives in our global workforce. We care about our people. We listen, empower, develop and reward them, driving high levels of engagement and commitment to Bunge. From hiring the best talent, to inclusion and diversity initiatives, and through career development, total rewards, and wellness, Bunge is committed to creating programs and resources that enhance our workplace environment and the employee experience, which support us in retaining and engaging our most valuable resource: our people.

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    		"We pride ourselves on ensuring Bunge remains an employer of choice in the markets where we operate. We are committed to making sure the diverse voices of our employees are heard and their skills and passions are applied to achieving our business and sustainability goals around the world.”
    –Deborah Borg
    Chief Human Resources and Communications Officer

    2021 Workforce Highlights
    Global Female Diversity
    84% heartgreen.jpg
    Employee Engagement
    Reduction in Total Recordable Injury Rate

    triangledarkblue.jpg5% YOY
    16%
    Leadership
    40%
    Total SG&A(1) Population
    Named to Newsweek's List of
    Most Loved Workplaces
    for 2021
    Overall female population 23%We believe in social responsibility, community development projects and philanthropy. Bunge participates in and sponsors activities that support communities where we operate around the world.
    U.S. Minority(2)
    28%
    Leadership
    26%
    Overall Population
    ~22,700
    Employees Globally
    (1) SG&A stands for Selling, General Meeting. Followingand Administrative and generally encompasses our non-industrial, global corporate support functions
    (2) U.S. Minority encompasses all non-White race categories of employees tracked within the Annual General Meeting,United States






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    Bunge's workforce is distributed globally with South America representing the sizelargest portion of the workforce.
    globaldistributionofemploy.jpg
    EMEA = Europe, Middle East, Africa
    Our Board plays an important role in the oversight of talent management and culture at Bunge and our Human Resources and Compensation Committee devotes time each quarter to engage on strategic talent management and total rewards initiatives.
    Diversity, Equity & Inclusion
    We know we are most successful in achieving our goals when we have diversity of talent and thought, and an inclusive and equitable culture that values all voices. We pride ourselves on our international diversity, and the diversity of experience and industry backgrounds of our workforce. It is a top priority for us to continue advancing diversity, equity and inclusion within our organization, the industry and the communities where we live and work.
    We are one of the founding members of Together We Grow, an industry consortium made up of corporations, NGO's and academic institutions that aim to build a skilled, diverse and inclusive workforce in the United States. Since 2016, we have helped develop action plans to create an ecosystem within our industry that supports diverse talent.
    ceoactionfordiversityinclu.jpg
    In 2021, we signed the CEO Action for Diversity & Inclusion, joining a wide range of industry leaders in pledging to advance diversity and inclusion within the workplace – with the goal of building inclusive workplace environments where employees feel empowered to bring their authentic selves to work.
    In 2021, we joined the Paradigm for Parity® coalition – committing to address gender parity in corporate leadership positions. In partnership with the coalition, we’ll work to achieve gender equality throughout our leadership structure by 2030 – a critical step in ensuring diversity of thought is represented at Bunge.
    paradigmforparitylogo3lines.jpg
    Bunge’s Diversity, Equity & Inclusion Pillars align our actions to three primary areas:
    Workforce Representation and Inclusive Environment
    Social Responsibility and
    Community Outreach
    		Accountability
    •We are committed to attract, retain, engage and advance talent that is representative of the communities we live in and the customers we serve
    •We provide equitable opportunities for recruitment and promotion and create an environment that welcomes and celebrates individual uniqueness
    •We position ourselves as an employer of choice, a good corporate citizen and leader in the agribusiness and the food industry
    •We use our position as a global leader to make a positive impact on our communities and the world
    •We champion fair labor practices and foster inclusion and equity in our supplier network and in the communities where we operate
    •We hold ourselves accountable to enhancing diversity representation and inclusion in our workforce
    •We develop effective processes, systems and measures to track progress
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    Public Policy Engagements
    Lawmakers and agency officials govern and regulate many aspects of our industry and can have considerable influence on our success. Therefore, we believe political advocacy is an important way to support our business interests and contribute positively to the communities where we operate. Accordingly, senior leadership and our Board encourage involvement in activities that advance Bunge’s goals. We support political candidates that align with our values and business principles and who have strong connections to areas where we have facilities. In addition, we are members of organizations that may contribute to dialogue and political action on agricultural, food and biofuel issues.
    As a company, we engage in activities that include lobbying, making contributions to candidates from our employee-funded political action committee ("PAC"), and participating in trade associations. In light of the events that took place on January 6, 2021 at the U.S. Capitol building, the Bunge PAC decided to pause all political contributions to allow the Bunge PAC board of directors (the "PAC board") sufficient time to reassess its federal candidate evaluation process. The PAC board approved a resolution codifying the decision-making process for which candidates the Bunge PAC will support. The resolution includes criteria such as: presence of a Bunge facility in the candidate’s district; key committee assignment; leadership position; and support for key issues. In October 2021, after consultation with our executive leadership team and the Corporate Governance and Nominations Committee of the Board, therefore will be reducedthe PAC board restarted contributions to ten members.

    federal candidates meeting the new criteria.

    The Board believes that its members possess a variety of skills, qualificationsCorporate Governance and experience that contributeNominations Committee periodically reviews the political contribution program, including political contributions made by the Bunge PAC.
    To learn more about our political engagement and contributions, and to the Board's ability to overseeview our operationslobbying and the growth of our business. The following paragraphs set forth information about the nominees and our directors, including the classes into which they are currently divided. The nominees for election at the Annual General Meeting are listed first. We are not aware of any reason why any of the nominees will not be able to serve if elected.

    contributions disclosures, please visit     www.bunge.com/corporate-governance/political-contributions.

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    Class I Nominees


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    Paul Cornet de Ways-Ruart, 47

    Mr. Cornet de Ways-Ruart joined our Board in July 2015. He held senior roles at Yahoo! EMEA from 2006-2011, where he led Corporate Development before becoming its Senior Finance Director and Chief of Staff. Previously, Mr. Cornet de Ways-Ruart was Director of Strategy at Orange UK, a mobile network operator and internet service provider, and worked with McKinsey & Company in London and Palo Alto, California. He holds a Master's Degree in Engineering and Management from the Catholic University of Louvain and an MBA from the University of Chicago. Mr. Cornet de Ways-Ruart serves on the Board of Directors of Anheuser-Busch Inbev, Floridienne Group, Adrien Invest SCRL and several privately held companies. Mr. Cornet de Ways-Ruart brings to the Board experience in corporate strategy and M&A, as well as valuable insights into the food and beverage industry.

    DIRECTOR COMPENSATION

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    William Engels, 55

    Mr. Engels has been a member of our Board since 2001. Since 2007, he has been an advisor to a private investment fund with investments in South America. From 2003 to December 2006, Mr. Engels served on the board of directors of Quilmes Industrial (Quinsa) S.A., a holding company with interests in the beverage and malting industries, as the representative of Beverage Associates (BAC) Corp. From 1992 to 2003, Mr. Engels served in various capacities at Quinsa, including Director of Mergers and Acquisitions, Group Controller and Manager of Corporate Finance. Prior to joining Quinsa, Mr. Engels served as a Vice President at Citibank, N.A. in London, responsible for European sales of Latin American investment products, and in Brazil, in the area of mergers and acquisitions. Since 2010, Mr. Engels has served as Deputy Chairman of the board of Mutual Investment Limited. Mr. Engels has also served as a member of the board of BISA, a fund with diversified investments in different industries. Mr. Engels holds a B.S. from Babson College, an M.A. from the University of Pennsylvania and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Engels brings to the Board significant financial experience, an understanding of mergers and acquisitions and a good understanding of industrial and consumer products companies. He brings an international business perspective to the Board, having had extensive working experience in Europe, the United States and Latin America. He also qualifies as an audit committee financial expert.




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    L. Patrick Lupo, 64

    Mr. Lupo has been a member of our Board since 2006. He was appointed non-executive Chairman of our Board effective January 1, 2014, and previously served as our Lead Independent Director since 2010. He is the former chairman and chief executive officer of DHL Worldwide Express (DHL). Mr. Lupo joined DHL in 1976. He served as chairman and CEO from 1986 to 1997 and as executive chairman from 1997 to 2001. During his tenure at DHL, he also served as CEO, The Americas, and general counsel. Mr. Lupo received a law degree from the University of San Francisco and a B.A. degree from Seattle University. He is a former director of O2 plc, Ladbrokes plc (formerly Hilton Group plc) and a former member of the supervisory board of Cofra, AG). Mr. Lupo's experience as former chairman and chief executive officer of a major global logistics company provides valuable leadership, strategic, operational, management, marketing, financial and risk management skills to our Board, as well as insight into logistics, a critical element of our business. Additionally, his legal background provides our Board with an important perspective. He also brings to the Board significant international board experience.


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    Soren Schroder, 53

    Mr. Schroder became our CEO in June 2013. He has been a member of our Board since May 2013. From 2010 to 2013 he was CEO, Bunge North America, leading Bunge's business operations in the United States, Canada and Mexico. Since joining Bunge in 2000, he has served in a variety of agribusiness leadership roles at the Company in the United States and Europe. Prior to joining Bunge, he worked for over 15 years at Continental Grain and Cargill. He received a B.A. in Economics from Connecticut College. Mr. Schroder brings to the Board significant experience in the agribusiness industry and our business, as well as operational, risk management and management experience.


    Class III Directors with Terms Expiring In 2017


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    Ernest G. Bachrach, 62

    Mr. Bachrach has been a member of our Board since 2001. He is a former partner and member of the board of directors of Advent International Corporation, a global private equity firm. He worked at Advent from 1990 to 2015 and held several positions during that time, including chairman of the firm's Latin American investment committee. He also served on Advent's global executive committee for 12 years. Prior to joining Advent, Mr. Bachrach was Senior Partner, European Investments, for Morningside Group, a private investment group. He is a member of the Endeavor Global, Inc. boards in Miami and Peru. He has a B.S. in Chemical Engineering from Lehigh University and an M.B.A. from Harvard Graduate School of Business Administration. Mr. Bachrach also serves on the Board of Governors of the Lauder Institute of the Wharton School of the University of Pennsylvania. Mr. Bachrach's skills and experience as a senior leader of a private equity firm provide our Board with knowledge of financial markets, financial and business analysis, mergers and acquisitions and business development. He brings to the Board international business and board experience and also qualifies as an audit committee financial expert.




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    Enrique H. Boilini, 53

    Mr. Boilini has been a member of our Board since 2001. He has been a Managing Member at Yellow Jersey Capital, LLC, an investment management company, since September 2002. Prior to establishing Yellow Jersey Capital, Mr. Boilini was a Managing Member of Farallon Capital Management, LLC and Farallon Partners,  LLC, two investment management companies, since October 1996. Mr. Boilini joined Farallon in March 1995 as a Managing Director. Prior to that time, Mr. Boilini also worked at Metallgesellschaft Corporation, as the head trader of emerging market debt and equity securities, and also served as a Vice President at The First Boston Corporation, where he was responsible for that company's activities in Argentina. Mr. Boilini is a member of TGLT, a real estate development company listed on the Buenos Aires stock exchange, and also serves as an advisor to the director of the Pension Fund of the Social Security Administration of Argentina (ANSES). He has served as a member of the board of Sociedad Comercial del Plata S.A. He is a visiting professor at


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    IAE Business School at Universidad Austral in Buenos Aires. Mr. Boilini received an M.B.A. from Columbia Business School in 1988 and a Civil Engineering degree from the University of Buenos Aires School of Engineering. Mr. Boilini brings to the Board significant financial and capital markets acumen, including knowledge with respect to derivatives. He brings international board and business experience to the Board and also qualifies as an audit committee financial expert.



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    Carol M. Browner, 57

    Ms. Browner has been a member of our Board since August 2013. She is a senior counselor at Albright Stonebridge Group, a global advisory firm that provides strategic counsel to businesses on government relations, macroeconomic and political risks, regulatory issues, market entry strategies, and environmental, social and corporate governance issues. 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 is a member of the board of the League of Conservation Voters. She holds a J.D. and B.A. from the University of Florida. Ms. Browner brings to the Board significant experience in energy, the environment and agriculture and in advising large, complex organizations in both the public and private sectors.


    Class II Directors with Terms Expiring In 2018


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    Andrew Ferrier, 56

    Mr. Ferrier has been a member of our Board since 2012. He is Executive Chairman of Canz Capital Limited, a private investment company he founded in 2011. He served as Chief Executive Officer of Fonterra Co-operative Group Ltd., a leading New Zealand-based international dairy company, from 2003 to 2011. Previously, he served as President and Chief Executive Officer of GSW Inc., a Canadian consumer durable goods manufacturer, from 2000 to 2003. Prior to 2000, Mr. Ferrier spent 16 years in the sugar industry working in Canada, the United States, the United Kingdom and Mexico. From 1994 to 1999, Mr. Ferrier worked for Tate & Lyle, first as President of Redpath Sugars and subsequently as President and Chief Executive Officer of Tate & Lyle North America Sugars Inc. Mr. Ferrier has served as Chairman of New Zealand Trade and Enterprise, the national economic development agency, since November 2012 and since October 2014 has been Chairman of Orion Health Ltd. He also serves as a trustee of the University of Auckland Play it Strange Foundation. Mr. Ferrier's experience as the former chief executive of a large international enterprise focused on agricultural exports, and his experience as a former senior executive in the sugar industry, provides our Board with extensive knowledge of, and valuable insights into, relevant industries, as well as strategic, operational, management and marketing expertise.


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    Kathleen Hyle, 56

    Ms. Hyle has been a member of our Board since 2012. She served as Senior Vice President of Constellation Energy and Chief Operating Officer of Constellation Energy Resources from November 2008 until her retirement in June 2012 following the completion of the merger of Constellation Energy with Exelon Corporation. From June 2007 to November 2008, Ms. Hyle served as Chief Financial Officer for Constellation Energy Nuclear Group and for UniStar Nuclear Energy, LLC, a strategic joint venture between Constellation Energy and Électricité de France. Ms. Hyle held the position of Senior Vice President of Finance for Constellation Energy from 2005 to 2007 and Senior Vice President of Finance, Information Technology, Risk and Operations for Constellation New Energy from January to October 2005. Prior to joining Constellation Energy, Ms. Hyle served as the Chief Financial Officer of ANC Rental Corp., the parent company of Alamo Rent-A-Car and National Rent-A-Car; Vice President and Treasurer of Auto-Nation, Inc.; and Vice President and Treasurer of Black and Decker Corporation. Ms. Hyle is currently a director of AmerisourceBergen Corporation and The ADT Corporation. She also serves on the Board of Trustees of Center Stage in Baltimore, MD. Ms. Hyle brings to our Board extensive financial experience gained through her career with Constellation Energy and other public companies. This experience also enables Ms. Hyle to provide critical insight into, among other things, our financial statements, accounting principles and practices, internal control over financial reporting and risk management processes. Ms. Hyle qualifies as an audit committee financial expert. In addition, Ms. Hyle brings extensive management, operations, mergers and acquisitions, technology, marketing, retail and regulatory experience to our Board.




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    John E. McGlade, 61

    Mr. McGlade has been a member of our Board since August 2014. He was chairman, president and CEO of Air Products from 2008 to 2014. He joined Air Products in 1976 and held positions in the company's Chemicals and Process Industries, Performance Materials and Chemicals Group divisions. He was appointed president and chief operating officer of Air Products in 2006 and retained the title of president when he was named as chairman and CEO two years later. Mr. McGlade serves on the board of directors of The Goodyear Tire & Rubber Company. He is a trustee of The Rider-Pool Foundation and the ArtsQuest Foundation, and a former trustee of Lehigh University. Mr. McGlade has strong leadership skills and extensive management, international and operating experience, including as chief executive officer of a public company operating in the industrial sector. These experiences provide him with valuable insights as a member of our Board.

    OUR BOARD RECOMMENDS THAT YOU VOTEFOR THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.


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    DIRECTOR COMPENSATION

    Our compensation program for non-employee directors is designed to enable us to attract, retain and motivate highly qualified directors to serve on our Board. It is also intended to further align the interests of our directors with those of our shareholders. Annual compensation for our non-employee directors in 2015 was2021 comprised of a mix of cash and equity-based compensation. The Human Resources and Compensation Committee periodicallyannually receives competitive information on the status of Board compensation for non-employee directors from its independent compensation consultant and is responsible for recommending to the Board changes in director compensation. In 2015,2021, no changes were made to the compensation of the Board of Directors.

    Director Compensation Table

    The following table sets forth the compensation for non-employee directors who served on our Board during the fiscal year ended December 31, 2015.

     
    		 Non-Employee Director Compensation(1) 
    Name Fees Earned or
    Paid in Cash($)    		 Stock
    Awards    (2)(3)($)    		 Total($) 

    Ernest G. Bachrach

    		  115,000  154,041  269,041 

    Enrique H. Boilini

    		  125,000  154,041  279,041 

    Carol M. Browner

    		  125,000  154,041  279,041 

    Paul Cornet de Ways-Ruart(4)

    		  45,834  120,137  165,971 

    Francis Coppinger(5)

    		  45,834  0  45,834 

    Bernard de La Tour d'Auvergne Lauraguais

    		  100,000  154,041  254,041 

    William Engels

    		  110,000  154,041  264,041 

    Andrew Ferrier

    		  100,000  154,041  254,041 

    Kathleen Hyle

    		  120,000  154,041  274,041 

    L. Patrick Lupo

    		  215,000  319,150  534,150 

    John E. McGlade

    		  100,000  154,041  254,041 
    Directors' Fees
    (1)
    Represents compensation earned in 2015.
    (2)
    Each of the non-employee directors serving on the Board on the close of business on the date of Bunge's 2015 Annual General Meeting received an annual grant of 1,670 restricted stock units ("RSUs") on May 20, 2015. Upon Mr. Cornet de Ways-Ruart's appointment to the Board, he received a pro-rata annual grant of 1,395 RSUs effective July 6, 2015, the date of his appointment. Mr. Coppinger did not receive a grant of RSUs as he resigned on the date of the 2015 Annual General Meeting. Annual grants vest on the first anniversary of the applicable date of grant (except for Mr. Cornet de Ways-Ruart, whose prorated grant will vest on the same date as the 2015 annual grant made to other directors, May 20, 2016), provided the director continues to serve on the Board on such date. In addition, as part of Mr. Lupo's compensation for serving as non-executive Chairman, he was granted 1,790 RSUs on May 20, 2015, which vested on December 31, 2015. The closing price of Bunge's common shares on the NYSE on May 20, 2015 was $92.24, and on July 6, 2015 was $86.12.
    (3)
    The amounts shown reflect the full grant date fair value of the award for financial reporting purposes in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC Topic 718") (without any reduction for risk of forfeiture) as determined based on applying the assumptions used in Bunge's audited financial statements. See Note 24 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2015 regarding assumptions underlying the valuation of equity awards. Other than the RSUs reported above, the aggregate number and the value of outstanding RSUs for each non-employee director as of December 31, 2015 were as follows: Ms. Browner, 2,080 and $142,022. The number of outstanding RSUs excludes dividend equivalents. The closing price of Bunge's common shares on the NYSE on December 31, 2015 was $68.28. The number of outstanding stock options held by each of the non-employee directors as of December 31, 2015 was Mr. Bachrach and Mr. Boilini 5,500 each

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      and Mr. Lupo 13,000. No other non-employee directors hold outstanding stock options. Bunge no longer grants stock options to non-employee directors.

    (4)
    Mr. Cornet de Ways-Ruart was appointed to the Board effective July 6, 2015.
    (5)
    Mr. Coppinger resigned his seat on the Board effective May 20, 2015.

    Directors' Fees.Non-employee directors received the following fees in 2015: (i) an annual retainer fee of $100,000; (ii) an annual fee of $15,000 for service as committee chair on any committee, except for the Chair of the Audit Committee, who received an annual fee of $20,000 due to the added workload and responsibilities of this committee; and (iii) an annual fee for each member of the Audit Committee of $10,000 due to the added workload and responsibilities of this committee. No fees are paid for service as a member of any other Board committee. In 2015, our non-executive Chairman received a supplemental annual retainer consisting of $100,000 in cash and approximately $150,000 in time-based restricted stock units. In addition, although directors do not receive an annual Board or committee meeting attendance fee, if the Board and/or a committee meets in excess of ten times in a given year, each director receives a fee of $1,000 for each additional meeting attended.

    Bunge also reimburses non-employee directors for reasonable expenses incurred by them in attending Board meetings, committee meetings and shareholder meetings.

    2007 Non-Employee Directors Equity Incentive Plan. The 2007 Non- Employee Directors Equity Incentive Plan, adopted in 2007, provides for (i) an annual equity award to each continuing non-employee director as of the date of Bunge's annual general meeting of shareholders and (ii) an equity award upon a new non-employee director's initial election or appointment to the Board, which consists of a pro rata portion of the award made to non-employee directors generally on the immediately preceding date of grant. The value, type and terms of such awards shall be approved by the Board based on the recommendation of the Compensation Committee. Bunge may grant non-qualified stock options, shares of restricted stock, restricted stock units and deferred restricted stock units under the 2007 Non-Employee Directors Equity Incentive Plan. Unless otherwise determined by the Compensation Committee, stock options become vested and exercisable on or after the third anniversary of the date of grant. The exercise price per share for each stock option is equal to the fair market value of a common share on the option grant date, as provided in the plan. Outstanding stock options remain exercisable for a period of ten years after their grant date. The 2007 Non-Employee Directors Equity Incentive Plan provides that up to 600,000 common shares may be issued under the plan. As of December 31, 2015, 235,321 shares remain available for issuance under the plan. Annual restricted stock unit awards generally vest on the first anniversary of the date of grant, provided the director continues to serve on the Board until such date. Restricted stock units granted as part of our Chairman's supplemental annual retainer vest on December 31 of the year of grant.

    Non-Employee Directors Equity Incentive Plan. The Non-Employee Directors Equity Incentive Plan, adopted in 2001, provides for awards of non-qualified stock options to non-employee directors. Outstanding options remain exercisable for a period of ten years after their grant date. We have granted stock options to purchase an aggregate of 512,000 common shares to our non-employee directors as a group under the Non-Employee Directors Equity Incentive Plan. Upon shareholder

    2021:

    •Each member of the Audit Committee receives an annual fee for the added workload and responsibilities of this committee.

    •No fees are paid for services as a member of any other committee.

    •If the Board and/or a committee meets in excess of 10 times in a given year, each non-employee director receives a fee of $1,000 for each additional meeting attended.

    •Non-employee directors are reimbursed for reasonable expenses incurred by them in attending Board meetings, committee meetings and shareholder meetings.
    Non-Employee Director CompensationDirector
    Annual Cash Retainer Fee
    All Non-Employee Directors$100,000
    Non-Executive Chair (supplemental)$100,000
    Annual Equity Award
    All Non-Employee Directors$140,000
    Non-Executive Chair (supplemental)$150,000
    Committee CompensationMemberChair
    Annual Fee - Audit Committee$10,000$20,000
    Annual Fee - All Other Committees$—$15,000

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    approval of the 2007 Non-Employee Directors Equity Incentive Plan on May 25, 2007, no further stock options grants were permitted under the 2001 Non-Employee Directors Equity Incentive Plan.

    Non-Employee Directors Deferred Compensation Plan. Our Deferred Compensation Plan for Non-Employee Directors (the "Non-Employee Directors Deferred Compensation Plan"), a non-tax qualified deferred compensation plan, is designed to provide non-employee directors with an opportunity to elect to defer receipt of all or a portion of their annual cash fees. Amounts deferred are credited in the form of hypothetical share units that are approximately equal to the fair market value of a Bunge common share on the date that fees are otherwise paid. Participants' deferral accounts will be credited with dividend equivalents, in the form of additional share units, in the event Bunge pays dividends to holders of its common shares. Distributions are made in the form of Bunge common shares or cash, as elected by the participant. Upon a change of control of Bunge, a participant will receive an immediate lump sum distribution of his or her account in cash or Bunge common shares, as determined by the Compensation Committee. As of January 1, 2009, participants no longer have the option to defer any portion of their annual cash fees pursuant to the Non-Employee Directors Deferred Compensation Plan as a result of the adoption of Section 457A of the Internal Revenue Code.

    The number of shares underlying hypothetical share units held by our non-employee directors under this plan is shown in the share ownership table beginning on page 71 of this proxy statement.

    Non-Employee Director Share Ownership Guidelines.Guidelines
    To further align the personal interests of the Board with the interests of our shareholders, the Board has established share ownership guidelines for the minimum amount of common shares that are required to be held by our non-employee directors. These guidelines are required to be met within five years of a non-employee director's initial appointment or election to the Board. For non-employee directors, the guideline is five times the annual cash retainer fee paid by Bunge to its non-employee directors (i.e., $500,000). Shares deemed to be owned for purposes of the share ownership guidelines include only shares directly owned by the director, shares underlying hypothetical share units held under the Non-Employee Directors Deferred Compensation Plan and 50% of the difference between the exercise price of a vested, in-the-money stock option and the fair market value of a Bunge common share.directly. Unvested stock options or restricted stock units do not count toward satisfaction of the guidelines. We have not granted any stock options under the Bunge Limited 2017 Non-Employee Directors Equity Incentive Plan, as Amended and Restated. Furthermore, our non-employee directors are required to hold 100% of the net shares acquired through Bunge'sthe equity incentive plans until the guidelines are met.


    Bunge Limited 2017 Non-Employee Directors Equity Incentive Plan

    The Bunge Limited 2017 Non-Employee Directors Equity Incentive Plan, as Amended and Restated (the "2017 NED Plan"), was approved by our shareholders in May 2021. The 2017 NED Plan, unless otherwise determined by the Human Resources and Compensation Committee, provides for an annual equity award to each non-employee director as of the date of our annual general meeting of shareholders. A non-employee director who is elected or appointed to the Board other than on the date of an annual meeting shall receive, as of the date of such election or appointment, a pro rata portion of the awards made to non-employee directors generally on the immediately preceding date of grant based on the number of days from the date of election or appointment to the next annual meeting, divided by 365. The value, type and terms of such awards are determined by the Human Resources and Compensation Committee; however, the grant date fair value of all awards payable in common shares for services rendered by each non-employee director during any calendar year may not exceed $540,000. We may grant nonqualified stock options,
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    stock appreciation rights, restricted stock units and other forms of Contentsawards that generally are based on the value of our common shares under the 2017 NED Plan. Unless otherwise determined by the Human Resources and Compensation Committee, equity awards generally vest on the date of the first annual general meeting of shareholders following the applicable grant date, provided the director continues to serve on the Board until such date. To date, we have granted only restricted stock units under the plan. Unless prohibited by the 2017 NED Plan or the Human Resources and Compensation Committee determines otherwise prior to a change in control, upon the occurrence of a change in control and either (i) a successor fails to assume, substitute or replace outstanding awards or (ii) a non-employee director’s service is terminated on or before the occurrence of the first anniversary of the change in control: (1) any restricted stock units and other forms of award shall immediately vest; and (2) any outstanding and unvested nonqualified stock options and stock appreciation rights shall become immediately exercisable. The 2017 NED Plan provides that up to 320,000 common shares may be issued under the plan. As of December 31, 2021, 135,435 shares had been granted, inclusive of dividend equivalents.
    Prohibitions against Short Sales, Hedging, Margin Accounts and Pledging
    Our insider trading and pre-clearance policy prohibits directors, officers, employees and entities controlled by them, among others, from engaging in short sale transactions in our securities, holding our securities in margin accounts or pledging our securities as collateral. Additionally, directors, members of our executive committee and entities controlled by them, among others, are further prohibited from owning, holding, purchasing, selling, exercising, converting or otherwise acquiring or benefiting from any derivative securities, including puts, calls, equity collars, straddles, forward contracts and similar instruments that may be used as part of a hedging, tax, risk management or other strategy (other than stock options, restricted stock or restricted stock units issued by us).
    Director Compensation Table
    The following table sets forth the compensation for non-employee directors who served on our Board during the fiscal year ended December 31, 2021.
    Non-Employee Director Compensation
    NameFees Earned or Paid in Cash ($)
    Stock Awards(1)(2) ($)
    		Total ($)
    Sheila Bair$119,808$139,937$259,745
    Vinita Bali(3)
    		$38,077$—$38,077
    Carol Browner$115,000$139,937$254,937
    Paul Fribourg$100,000$139,937$239,937
    J. Erik Fyrwald$115,000$139,937$254,937
    Bernardo Hees$100,000$139,937$239,937
    Kathleen Hyle$205,192$289,863$495,055
    Michael Kobori$18,478$73,599$92,077
    Kenneth Simril$20,326$73,599$93,925
    Henry "Jay" Winship$120,000$139,937$259,937
    Mark Zenuk$125,000$139,937$264,937
    (1)Each of the non-employee directors serving on the Board on the close of business on Bunge's May 5, 2021 Annual General Meeting received an annual grant of 1,583 restricted stock units. In addition, as part of Ms. Hyle's compensation for serving as non-executive Chair, she was granted an additional 1,696 restricted stock units. Annual grants vest on the first anniversary of the date of grant (May 05, 2022), provided the director continues to serve on the Board on such date. Following their appointment to the Board on October 25, 2021, Messrs. Kobori and Simril received a prorated annual grant of 832 restricted stock units vesting on May 05, 2022. The average of the high and low sale prices of our common shares on the NYSE was $88.40 on May 5, 2021 and $88.46 on October 25, 2021.
    (2)The amounts shown reflect the full grant date fair value of the award for financial reporting purposes in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC Topic 718") (without any reduction for risk of forfeiture) as determined based on applying the assumptions used in Bunge's audited financial statements. See Note 26 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021, regarding assumptions underlying the valuation of equity awards. Other than the restricted stock units reported above and associated dividend equivalents, no director had any other stock awards outstanding as of December 31, 2021. The number of awards granted excludes dividend equivalents. The closing price of our common shares on the NYSE on December 31, 2021 was $93.36.
    (3)Ms. Bali did not stand for re-election at the May 5, 2021 Annual General Meeting and was not eligible for a stock award.
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    SHARE OWNERSHIP OF DIRECTORS, EXECUTIVE COMPENSATION

    OFFICERS AND PRINCIPAL SHAREHOLDERS

    The following table sets forth information with respect to persons or entities who are known to Bunge to beneficially own 5% or more of our common shares, each member of our Board, each NEO and all directors and executive officers as a group as of March 14, 2022.
    All holders of our common shares are entitled to one vote per share on all matters submitted to a vote of holders of common shares, and the voting rights attached to common shares held by our directors, executive officers or major shareholders do not differ from those that attach to common shares held by any other holder.
    Under Rule 13d-3 of the Exchange Act, "beneficial ownership" includes shares for which the individual, directly or indirectly, has or shares voting or investment power, whether or not the shares are held for the individual's benefit.
    Amount and Nature of Beneficial Ownership
     (Number of Shares) 
    Beneficial Owner
     Direct or Indirect(1)
     Voting or Investment Power(2)
     Right to Acquire(3)
     Percent of Class(4)
    Capital World Investors(5)
    		17,289,145 — — 12.2%
    The Vanguard Group(6)
    		13,409,035 — — 9.5%
    BlackRock, Inc.(7)
    		10,328,486 — — 7.3%
    T. Rowe Price Associates, Inc.(8)
    		7,941,982 — — 5.6%
    Non-Employee Directors
    Sheila Bair5,596 — 1,617 *
    Carol Browner20,025 — 1,617 *
    Paul Fribourg51,044 1,051,204 1,617 *
    J. Erik Fyrwald26,985 — 1,617 *
    Bernardo Hees11,496 — 1,617 *
    Kathleen Hyle30,277 — 3,351 *
    Michael Kobori— — 841 *
    Kenneth Simril— — 841 *
    Henry "Jay" Winship23,883 — 1,617 *
    Mark Zenuk14,822 — 1,617 *
    Named Executive Officers
    Gregory Heckman368,268 — 623,332 *
    John Neppl34,571 — 24,332 *
    Brian Zachman63,230 — 50,866 *
    Christos Dimopoulos26,128 — 58,978 *
    Raul Padilla179,294 — — *
    All directors and executive officers as a group (19 persons)987,040 1,051,204 922,242 2.2%
    *Indicates beneficial ownership less than 1.0%.
    (1)These shares are held individually or jointly with others, or in the name of a bank, broker or nominee for the individual's account or in a family trust. Excludes restricted stock units that remain unvested.
    (2)This column includes other shares over which directors and executive officers have or share voting or investment power, including shares directly owned by corporate entities with whom they are presumed to share voting and/or investment power. Mr. Fribourg disclaims beneficial ownership of any shares to which he does not have a pecuniary interest.
    (3)This column includes shares which non-employee directors and executive officers have a right to acquire through the vesting of restricted stock units or the exercise of stock options granted under our Equity Incentive Plans that have vested or will vest within 60 days of March 14, 2022.
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    (4)Applicable percentage ownership is based on 141,862,412 common shares issued and outstanding as of March 14, 2022.
    (5)Based on the information filed with the SEC on Schedule 13G/A on February 11, 2022: Capital World Investors reported beneficial ownership of 17,289,145 shares, sole voting power as to 17,236,610 of the shares and sole dispositive power as to 17,289,145 of the shares. The principal business address of Capital World Investors is 333 South Hope Street, 55th Floor, Los Angeles, California 90071.
    (6)Based on information filed with the SEC on Schedule 13G/A on February 9, 2022: The Vanguard Group reported beneficial ownership of 13,409,035 shares, shared voting power as to 119,140 of the shares, sole dispositive power as to 13,109,631 of the shares and shared dispositive power as to 299,404 of the shares. The principal business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
    (7)Based on information filed with the SEC on Schedule 13G/A on February 3, 2022: BlackRock, Inc. reported beneficial ownership of 10,328,486 shares, sole voting power as to 8,983,572 of the shares and sole dispositive power as to 10,328,486 of the shares. The principal business address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
    (8)Based on the information filed with the SEC on Schedule 13G/A on February 14, 2022: T. Rowe Price Associates, Inc. reported beneficial ownership of 7,941,982 shares, sole voting power as to 3,490,088 of the shares and sole dispositive power as to 7,941,982 of the shares. The principal business address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.

    CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
    Policy for the Review and Approval of Related Person Transactions
    Various policies and procedures, including our Code of Conduct, Corporate Governance Principles, Conflict of Interest Policy, and annual questionnaires and/or certifications completed by our directors and executive officers, require disclosure of and/or otherwise identify transactions or relationships that may constitute conflicts of interest or may require disclosure under applicable SEC rules as "related person transactions". Our Corporate Governance and Nominations Committee has adopted a written policy for the review and approval of related person transactions. This policy is designed to operate in conjunction with and as a supplement to the provisions of our Code of Conduct. These transactions are also reviewed in the context of making annual independence determinations regarding directors. See "Corporate Governance - Board Independence" on page 17 of this proxy statement for further information.
    Under the policy, our legal department will review all actual and proposed related person transactions presented to or identified by it and then submit any transaction in which a related person is reasonably likely to have a direct or indirect material interest to the Corporate Governance and Nominations Committee for review and approval or ratification. In determining whether to approve or ratify a related person transaction, the Corporate Governance and Nominations Committee will consider all the available and relevant facts and circumstances, including, but not limited to, (a) whether the transaction was the product of fair dealing, (b) the terms of the transaction and whether similar terms would have been obtained from an arm's length transaction with a third party and (c) the availability of other sources for comparable products or services. The policy also identifies certain types of transactions that our Board has identified as not involving a direct or indirect material interest and are, therefore, not considered related person transactions for purposes of the policy. For purposes of the policy, the terms "related person" and "transaction" have the meanings contained in Item 404 of Regulation S-K of the SEC.

    DELINQUENT SECTION 16(A) REPORTS
    Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who own more than 10% of the Company’s common shares to file reports of their ownership in the equity securities of the Company and its subsidiaries and of changes in that ownership with the SEC. SEC regulations also require the Company to identify in this proxy statement any person subject to this requirement who failed to file any such report on a timely basis. To our knowledge, based solely on a review of the filed reports and written representations that no other reports are required, we believe that each of the Company’s directors and executive officers complied with all such filing requirements during 2021.


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    PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
    Pursuant to the rules of the SEC, we are required to provide shareholders with a non-binding advisory "say-on-pay" vote to approve the compensation of our Named Executive Officers ("NEOs") as disclosed in the Compensation Discussion & Analysis ("CD&A"), accompanying compensation tables and related narrative disclosures on pages 35 through 54 of this proxy statement. The Board recognizes the importance of our shareholders' opportunity to cast an advisory say-on-pay vote as a means of expressing views regarding the compensation of our NEOs. Between 2014, when we began our annual shareholder engagement program, and 2020, an average of 86% of votes cast were in favor of our executive compensation program. In 2021, 94.4% of the shares voted on the say-on-pay proposal were voted "for" the proposal.
    Our compensation philosophy is to pay-for-performance, support our business goals, align the interests of management and our shareholders, and offer competitive compensation arrangements to attract, retain and motivate high-caliber executives. Our Human Resources and Compensation Committee regularly reviews our executive compensation program to ensure alignment with our business strategy and compensation philosophy. Additionally, our executive compensation program has been designed to appropriately balance risks and rewards and discourage excessive risk-taking by our executives.
    For the reasons highlighted above, and more fully discussed in the CD&A, the Board unanimously recommends that shareholders vote in favor of the following advisory resolution:
    "RESOLVED, that the shareholders approve the compensation of the NEOs as disclosed pursuant to Item 402 of Regulation S- K, including the CD&A, the accompanying compensation tables and related narrative disclosure in this Proxy Statement."
    You may vote "for" or "against" this proposal, or you may abstain from voting. Although the vote on this Proposal 2 is advisory and non-binding, the Human Resources and Compensation Committee and the Board will review the voting results on the proposal and will consider shareholder views in connection with our executive compensation program.

    checkmarkdarkblue.jpg
    		OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.
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    COMPENSATION DISCUSSION AND ANALYSIS
    This Compensation Discussion and Analysis

    This section of the proxy statement ("CD&A") provides an overview of our executive compensation program and an analysis of the decisions made with respect to the compensation of our Named Executive Officers ("NEOs") in 2015. For 2015 our 2021.

    Named Executive Officers were:

      ·
      Soren Schroder, Chief Executive Officer ("CEO")
      ·
      Andrew J. Burke, Chief Financial Officer
      ·
      Raul Padilla, CEO Bunge Brazil and Managing Director, Sugar & Bioenergy
      ·
      Brian Thomsen, Managing Director, Bunge Global Agribusiness and CEO, Bunge Product Lines
      ·
      Gordon Hardie, Managing Director, Food and Ingredients
    For 2021, our NEOs were as follows:

    NameTitle as of December 31, 2021
    ceo-heckmanbw.jpg
    		Gregory HeckmanChief Executive Officer
    cfo-nepplbw.jpg
    		John NepplExecutive Vice President, Chief Financial Officer
    neo-zachmanbw.jpg
    		Brian ZachmanPresident, Global Risk Management
    neo-dimopoulosbw.jpg
    		Christos DimopoulosPresident, Global Supply Chains
    neo-padillabw.jpg
    		Raul Padilla
    COMPENSATION DISCUSSION AND ANALYSIS CONTENTSSpecial Advisor to the CEO

    (1)

    (1)    In March 2021, Bunge announced Mr. Padilla's retirement and in April 2021 he was named Special Advisor to the CEO.

    Commitment to Shareholders

    		30

    Shareholder Engagement and Compensation Governance

    		30

    2015 Say-on-Pay Vote

    		31

    Overview

    		31

    Pay and Performance

    		31

    Performance and Strategic Highlights

    		31

    Return to Shareholders

    		32

    Pay structure and Highlights

    		33

    Performance Metrics

    		36

    Determining Compensation

    		37

    Role of the Compensation Committee

    		37

    Role of Executive Officers

    		38

    Role of Compensation Consultant

    		38

    Competitive Market Positioning

    		39

    Principal Elements of Our Executive Compensation Program

    		40

    Base Salary

    		40

    Annual Cash Incentive Awards

    		41

    Long-term Incentive Compensation

    		46

    Retirement and Executive Benefits

    		50

    Severance and Change of Control Benefits

    		51

    Compensation Governance

    		52

    Executive Compensation Recoupment Policy

    		52

    Share Ownership Guidelines

    		52

    Tax Deductibility of Compensation

    		53COMMITMENT TO SHAREHOLDERS

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    Shareholder Engagement

    COMMITMENT TO SHAREHOLDERS

    SHAREHOLDER ENGAGEMENT AND COMPENSATION GOVERNANCE

    Strong governance, driven by best practice and feedback from shareholders.We annually submit our executive compensation program to a shareholder advisory say-on-pay vote. We value the opinions of our shareholders as expressed through their votesthis vote and other communications and annually submit our executive compensation program to a shareholder advisory "say on pay" vote.communications. Through our shareholderrobust engagement outreach program, we receive valuable feedback on the issues that are most important to them,our shareholders, including our executive compensation program, governance, sustainability, director skills and diversity, corporate responsibility and our business and strategic direction. In the past three years,Since we began our non executive Chairman, L. Patrick Lupo, together withshareholder outreach, our non-executive Board Chair and members of Bunge'sour senior management team hashave engaged with institutional investors representing approximately 40%40 - 50% of our issued and outstanding shares. In these discussions, we seekshares annually.


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    2021 Say-on-Pay Vote
    At our 2021 Annual General Meeting, over 94% of the votes cast on our annual say-on-pay vote were in favor of our executive compensation program. We attribute this favorable support to highlight a strong historical alignment of pay and performance driven by a CEO pay mix that is substantially performance-based and tiedour response to disclosed performance metrics and goals that incentivize the creation of sustainable, long-term shareholder value.

    Based on feedback, received from our shareholders, as well as the Human Resources and Compensation Committee's consideration of competitive market practices, and its goal of continuinglinking executive pay and performance. The following enhancements to linkour compensation programs went into effect in 2021:

    •Applied distinct metrics to the achievement of our businessshort-term and long-term incentive plans
    ◦Short-term incentive plan: Funded based on Adjusted Profit Before Taxes before certain incentive payouts ("Adj PBT(I)"), then modified by objectives driven by operational performance, Environmental, Social and strategies, weGovernance ("ESG") and Human Capital Management ("HCM") goals
    ◦Long-term incentive plan: Return on Invested Capital ("ROIC") was replaced with Adjusted Return on Invested Capital ("AROIC") to account for mark-to-market timing differences and to adjust for readily marketable inventories
    •Re-weighted the long-term incentive to have made meaningful changesa greater portion (60%) tied to performance and aligned Earnings Per Share ("EPS") and AROIC targets to our executive compensation programs in recent years,externally stated goals
    •Added Relative Total Shareholder Return ("RTSR") as a modifier to the long-term incentive

    OVERVIEW
    Pay and continue to do so as necessaryPerformance
    Performance drives pay. The Human Resources and Compensation Committee actively monitors the relationship between pay and performance, and strives to maintain a strong linkrelationship between the two.
    Bunge's executive compensation philosophy is built upon a strong foundation of linking pay with performance1Align the interests of executives with long-term interests of shareholdersThe majority of each executive's pay opportunity is delivered in the form of performance-based incentives with multi-year vesting
    2Drive business goals and strategiesIncentive plan targets are directly tied to strategic business goals and initiatives, and are based upon metrics that drive long-term value creation
    3Reward profitable growth and increased shareholder valuePerformance metrics balance earnings growth and returns on investment and the pay mix delivers a majority of pay through equity, resulting in realized compensation in-line with the creation of long-term shareholder value
    In 2021, we added certain performance-based ESG and performance:

      ·
      Added Return on Invested Capital (ROIC)HCM goals as a component of the annual incentive bonuses paid to our long-term performance objectives inexecutive team and over 5,500 of our Performance-Based Restricted Stock Unit (PBRSU) program,employees. The resulting payout is now directly impacted by our attainment of certain diversity and equally weighted Earnings Per Share (EPS) and ROIC.
      ·
      Committed to limiting the use of time vesting restricted stock unit awards to maintain our emphasis on performance-based compensation.
      ·
      Added a provision to our stock ownership guidelines to provide more meaningful holding requirements up to 100% of shares acquired through equity plans.
      ·
      New for 2016, increased the weighting of PBRSUs in each executive's long-term pay targets, from 50% to 60%.

    sustainability targets.

    In addition, Bunge iswe are committed to clarity of compensation disclosures and maintaining strong compensation governance practices to support the pay-for-performance principles of our pay for performance principles and further alignexecutive compensation program. Our culture closely aligns the program with the interests of our shareholders. We have adopted a number of "best practices" with respect to executive compensation, including:

      ·
      Robust stock ownership guidelines for executive officers and directors (6x base salary for CEO; 3x base salary for other Named Executive Officers and 5x annual retainer for directors), with holding requirements on 100% of shares vested if guideline is not met within the designated time frame.
      ·
      Use of multiple performance metrics for annual and long-term incentives and disclosure of incentive plan performance metrics and goals.
      ·
      Long-term incentives that are 100% performance-based, with 50% in Performance-Based Restricted Stock Units (60% for 2016).
      ·
      No golden parachute excise tax gross ups.

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      ·
      Executive compensation clawback policy applicable to all executive officers.
      ·
      Anti hedging and anti pledging policy; transactions in company stock require pre-clearance and are subject to black-out periods.
      ·
      No single trigger change of control provisions.
      ·
      Equity incentive plan provisions that prohibit repricing of stock options without shareholder approval.
      ·
      Use of an independent compensation consultant by the Committee.
      ·
      Annual compensation risk assessment for employee incentive plans.
      ·
      Limited perquisites.

    2015 SAY-ON-PAY VOTE

    Strong support from shareholders.At our 2015 Annual General Meeting, over 95% of the votes cast on our annual say on pay ballot item were in favor of our executive compensation program. We believe that the continuing overall level of support reflects the success of our shareholder outreach efforts and shareholder endorsement of the structure and outcomes of our executive compensation program.

    OVERVIEW

    PAY AND PERFORMANCE

    Performance drives pay. Bunge's executive compensation philosophy is built upon a strong foundation of linking pay with performance. The Committee actively monitors the relationship between pay and performance, as illustrated on page 34 of this proxy statement. The Committee strives to maintain a program structured to:

    GRAPHIC

    PERFORMANCE AND STRATEGIC HIGHLIGHTS

    Strong financial results and strategic progress despite economic difficulties. 2015 presented challenging economic conditions and depressed market environments around the globe. Despite


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    disappointing shareholder returns, Bunge managed headwinds well and capitalized on opportunities, leveraging our balanced global footprint and producing solid results for the year. The Bunge team achieved a number of strategic and financial milestones in 2015:

      ·
      Record Agribusiness Earnings Before Interest and Taxes (EBIT).
      ·
      Four quarter trailing ROIC in our core Agribusiness and Food and Ingredients operations of 10% (see Appendix D for information about ROIC and other non-GAAP financial measures used in this proxy statement.)
      ·
      Approximately $100 million of savings from performance improvement initiatives.
      ·
      Executed on our balanced approach to capital allocation, buying back $300 million of common shares.

    Diluted earnings per share from continuing operations of $4.84 was up over 60% from 2014, but fell short of our beginning of year expectations.

    We are continuing our strategy of focusing on capital efficiency and maximizing returns to create sustainable, long-term value for our shareholders. We have a solid foundation, as evidenced by the recent solidifying of our credit rating to stable BBB/Baa2, and are focused on the right things: standing for safety, driving best in class performance in our operations, improving our winning footprint through incremental additions, and building our value-added portfolio. Management is focusing on the right things to drive shareholder value. We believe we have the right strategy – it is more focused and clear and our teams have managed a declining price and margin environment well. We are positioned well for the future, and expect to grow earnings in 2016 despite significant economic and market challenges.

    RETURN TO SHAREHOLDERS

    Tracking to peers long-term, disappointing 2015. The following chart illustrates how a $100 investment in Bunge common shares compares to the same investment in our peer comparators and the S&P 500 over the most recent five year period. While we saw strong growth in shareholder returns through 2014, 2015 was a disappointing year for our stock. Challenging market and economic conditions posed significant headwinds faced broadly across the sector.

    GRAPHIC


    (1)WHAT WE DOMedian returnsWHAT WE DON'T DO
    checkmarkgreen.jpg
    We Do award more than 50% of target total compensation for companiesour NEOs and 76% for our CEO in Bunge's peer group (as described on page 39long-term equity-based incentives
    xmark.jpg
    We Don't allow repricing of this proxy statement)stock options or buy out underwater stock options without shareholder approval
    checkmarkgreen.jpg
    We Do use multiple performance metrics for short-term and median returnslong-term awards
    xmark.jpg
    We Don't have single trigger change of control provisions
    checkmarkgreen.jpg
    We Do have comprehensive disclosure of metrics and goals
    xmark.jpg
    We Don't have golden parachute excise tax gross ups
    checkmarkgreen.jpg
    We Dohave long-term incentives that are majority performance-based
    xmark.jpg
    We Don't allow hedging or pledging of Company shares or holding Company shares in margin accounts
    checkmarkgreen.jpg
    We Do have robust share ownership guidelines for companiesdirectors, executive officers and other senior leaders
    xmark.jpg
    We Don't allow transactions by directors, officers and Company insiders in the S&P 500.Company stock without pre-clearance
    checkmarkgreen.jpg
    We Doconduct an annual compensation risk assessment for employee incentive plans
    xmark.jpg
    We Don't have excessive executive perquisites
    checkmarkgreen.jpg
    WeDo have a clawback policy

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    PAY STRUCTURE AND HIGHLIGHTS

    Financial

    Pay Structure and shareholderHighlights
    Highly performance driven.leveraged and focused on long-term equity incentives.In furtherance of aligning our pay for performance objectives,executive compensation program with shareholders' interests, it is our practice to deliver the majority of Named Executive OfficerNEO compensation in the form of performance-based equity awards with multi-year vesting. Additionally, our useIn addition, we have a longstanding history of delivering the majority of long-term incentives in performance-based restricted stock units ("PBRSUs") that are only earned upon achievement of pre-established financial goals. For 2021, the Human Resources and Compensation Committee decided to eliminate stock option awards and re-weight the long-term incentive mix to have a greater portion tied to performance-based awards: 60% PBRSUs with vesting contingent on achieving specific long-term financial performance metrics, further reinforces the performance driven nature of executive compensation.and 40% time-based restricted stock units ("TBRSUs") for all NEOs. The Human Resources and Compensation Committee will continue to revisit this mix annually.

    Key Elements of 2021 Executive Compensation
    Pay ElementPay PhilosophyComponentsPerformance Link
    Base SalaryVaries based on experience, skill level, individual contributions and geographic circumstancesCash
    100%    		Sustained individual performance
    Annual Incentive Plan ("AIP")(1)
    		Driven by achievement of the company and individual performance against strategic priorities
    Cash
    100%
    		Financial — 80%Adj PBT(I)
    +/- Scorecard Objectives Modifier
    Individual / Strategic Goal — 20%
    Long-Term Incentive Plan
    ("LTIP")    		Aligns interests of executives with shareholders and drives achievement of sustained long-term value creationPBRSUs
    60%    		3-Year Cumulative EPS — 50%
    3-Year Average AROIC — 50%
    3-Year RTSR — +/-25% Modifier
    TBRSUs
    40%    		Stock Price Appreciation
    (1)

    GRAPHIC

        RONA = ReturnIn lieu of the AIP, leaders of agribusiness supply chains and risk management are eligible for the annual Risk Management & Optimization Award ("RM&O") incentive award. Details regarding the RM&O incentive award are set forth on Net Assets
        EBIT = Earnings Before Interest and Taxes
        EPS = Fully Diluted Earnings Per Share from Continuing Operations
        ROIC = Return on Invested Capital

    page 45 of this proxy statement.

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    Target Mix of Executive Compensation1

    Highly performance leveraged

    Our CEO’s target total compensation (base salary, target annual cash incentive and focused ontarget value of equity awards at grant) includes a mix of pay that is heavily weighted to long-term, equity incentives.  Each ofequity-based incentives (76%). On average, our Named Executive Officers has moreNEOs other than 50%our CEO have 58% of total compensation targeted to be paid in long-term, equity-based incentives. Our CEO's targeted compensation is designed to place an even larger portion
    CEO Target Total Compensation Mix(1)
    Other NEO Target Total Compensation Mix(1)
    compensationmixceo.jpg
    compensationmixotherneo.jpg
    (1) Base salary, target annual cash incentive and target value of total pay at risk in the form of long-term equity awards to reflect the greater level of responsibility he has for Bunge's overall performance.at grant.

    CEO Target Total
    Compensation Mix    		Other NEO Target Total
    Compensation Mix


    GRAPHIC


    GRAPHICDETERMINING COMPENSATION
    1
    2015 base salary, target 2015 annual cash incentive, 2015 target value of equity awards at grant. Other NEO target represents the average
    Role of the Named Executive Officers, excluding the CEO.

    CEO Pay Analysis

    A strong relationship in both the short-Human Resources and long-term between CEO pay and company performance.

    CEO reported pay is directionally aligned with Bunge's year-over-year financial performance1:

    GRAPHIC

    1
    Net Income and Diluted Earnings Per Share results are unadjusted and as reported in the Company's financial statements. RONA is a non-GAAP financial measure. See Appendix D for further information regarding non-GAAP financial measures. CEO Pay is as reported in the Summary Compensation Table on page 57 of this proxy statement less the Change in Pension Value & Non-Qualified Deferred Compensation Earnings.

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    A significant portion of CEO pay is at risk for long-term performance, and the ultimate value earned is highly dependent upon shareholder returns. The reported value of long-term incentives granted to our CEO represents the potential or expected value of those awards over the long-term, based on certain assumptions used for expense purposes. Given their long-term nature, our CEO will only realize, or receive, actual compensation from these awards over time, and the value of that compensation will be highly dependent upon Bunge's financial and stock price performance.

      ·
      Long-term focused: Upon grant, the potential value of PBRSUs is conditioned upon a three-year vesting and performance period, while the potential value of stock options can be realized through year ten. As of December 31, 2015 our CEO has only realized, or received, three percent ($451,809) of the value of long-term awards granted to him in the past three years and reported in the Summary Compensation Table in this proxy statement.

      ·
      Value directly related to Bunge shareholder value: As of December 31, 2015, the actual total value (realized and unrealized) of grants made to our CEO over the past three years was 48% of that reported in the Summary Compensation Table included in this proxy statement.

    We believe this illustrates the long-term, shareholder-focused nature of compensation opportunities provided to our executives.

    Long-Term Incentive Grants(1)

    GRAPHIC

    Committee

    (1)Represents the value reported in the Summary Compensation Table on page 57 of this proxy statement (GRAPHIC) for each of the most recent three years' grants compared to the total value of those grants (realized plus the unrealized value) as of 12/31/2015 (GRAPHIC) . For unrealized value, all unvested RSUs (both time- and performance-based) are valued based on the target number of shares awarded and all options are valued based on the difference in the strike price and closing price of Bunge stock. The closing price of $68.28 on December 31, 2015 is used to calculate the realized and unrealized value of the awards.

    With a substantially long-term leveraged total compensation package, CEO pay can be highly variable and is contingent upon how Bunge performs for its shareholders.


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    Our long standing practice of tracking total shareholder return performance and pay for our CEO relative to our executive compensation Peer Group allows us to assess the results of our pay practices over time to ensure payouts are appropriately calibrated relative to our returns to shareholders.Over time, our total return to shareholders relative to our peers exceeds the compensation delivered to our CEO relative to the same peers:

    Relative CEO Pay(1) and TSR Performance(2)

    GRAPHIC


    (1)Relative total direct realizable compensation (Relative TDC) is comprised of: (i) base salary; (ii) annual incentive awards reflected as a three year average of actual awards paid for the corresponding period; and (iii) equity incentive awards for the corresponding period as follows: (a) stock options: current Black Scholes value; (b) PBRSUs: in cycle awards are assumed to be paid out at target and earned awards are reflected based on actual amounts paid out; and (c) time based restricted stock unit awards at current intrinsic value.
    (2)For the relative total shareholder return (or Relative TSR) comparison, all components are calculated on a comparable basis for Bunge and the Peer Group companies. See page 39 of this proxy statement for a discussion of our executive compensation Peer Group.

    PERFORMANCE METRICS

    Aligned with business strategies and plans, focused on driving long-term value creation.Consistent with our pay for performance principles, the Committee chooses financial performance metrics under the annual and equity incentive plans that support our short- and long-term business plans and strategies, and incentivize management to focus on actions that create sustainable long-term shareholder value. In setting targets for the short- and long-term performance metrics, the Committee considers our annual and long-term business goals and strategies and certain other factors, including our past variance to targeted performance, economic and industry conditions, and the practices of the Peer Group. The Committee sets challenging, but achievable, goals, including those that are attainable only as a result of exceptional performance. The Committee recognizes that


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    performance metrics may need to change over time to reflect market practices and evolving business priorities. Accordingly, the Committee continues to annually reassess the performance metrics we use.

    DETERMINING COMPENSATION

    ROLE OF THE COMPENSATION COMMITTEE

    Ensure strong governance and adherence to pay for performance principles.The Human Resources and Compensation Committee is comprisedcomposed entirely of non-employee independent directors and is responsible for the governance of our executive compensation program, including but not limited to designing, reviewing and overseeing the administration of our executive compensationthe program. Each year, the Human Resources and Compensation Committee reviews and approves all compensation decisions relating to the Named Executive Officers.NEOs. Generally, all decisions with respect to determining the amount or form of Named Executive OfficerNEO compensation are made by the Human Resources and Compensation Committee in accordance with the methodology described below.

    When making compensation decisions, the Human Resources and Compensation Committee analyzes data from the Comparator Groups (ascomparator groups described on page 40 of this proxy statement)statement, as well as tally sheets prepared by our human resources department for each of the Named Executive Officers. The tally sheets provide the Committee with the following information:

      ·
      The dollar amount of each material element of compensation (base salary, annual cash incentive awards, long-term equity based incentive awards, retirement benefits and executive benefits and perquisites);
      ·
      Historical equity grants;
      ·
      Expected payments under selected termination of employment, retirement and change of control scenarios; and
      ·
      Progress toward satisfaction of share ownership guidelines.

    The tally sheets provide the Committee with a comprehensive view of the various elements of actual and potential future compensation of our Named Executive Officers, allowing the Committee to analyze both the individual elements of compensation and the aggregate total amount of actual and potential compensation in making compensation decisions.

    NEOs.

    In addition to reviewing data from the Comparator Groupscomparator groups and tally sheets, the Human Resources and Compensation Committee also considers a number ofseveral factors that it deems important in setting the target total direct compensation for each Named Executive Officer:

      ·
      NEO:
    •Individual responsibilities, experience and achievements of the Named Executive OfficerNEO and his potential contributions towards Bunge'sour performance;
    ·
    Recommendations
    •Input and recommendations from itsthe independent compensation consultant;
    ·
    •Recommendations from the CEO and Chief Human Resources and Communications Officer (for officers other than themselves); and
    ·
    For our CEO, the historical
    •Historical relationship between his pay and performance against the Peer Group.peer group.

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    The differences in target compensation levels among our Named Executive OfficersNEOs are primarily attributable to the differences in the median range of compensation for similar positions in the Comparator Groupscomparator groups and the factors described above.

    Role of Executive Officers
    ROLE OF EXECUTIVE OFFICERS

    Assist the Committee in executing on our pay for performance strategy.The CEO assists the Human Resources and Compensation Committee in setting the strategic direction of our executive compensation program;program, evaluates the performance of the Named Executive OfficersNEOs (excluding himself); and makes recommendations to the Human Resources and Compensation Committee regarding their compensation in consultation with the Chief Human Resources and Communications Officer. Although it gives significant weight to the CEO's recommendations, the Human Resources and Compensation Committee retains full discretion in making compensation decisions. The CEO is not present during the deliberations on his compensation. The CEO and the Chief Human Resources and Communications Officer also participate in developing and recommending the performance criteria and measures for our Named Executive OfficersNEOs under our annual and equity incentive plans for consideration by the Human Resources and Compensation Committee. Although the Committee gives significant weight to the CEO's recommendations, the Committee retains full discretion in making compensation decisions.

    No other executive officers participated in the executive compensation process for 2015. Bunge's2021. Our human resources department, under the supervision of the Chief Human Resources and Communications Officer, also supports the Human Resources and Compensation Committee in its work and implements our executive compensation program.

    Role of Independent Compensation Consultant
    ROLE OF COMPENSATION CONSULTANT

    Provide the Committee independent advice in fulfilling itstoward the fulfillment of the Human Resources and Compensation Committee's mission. Pursuant to its charter, the Human Resources and Compensation Committee is empowered to hire outside advisors as it deems appropriate to assist it in the performance of its duties. The Human Resources and Compensation Committee has sole authority to retain or terminate any such advisors and to approve their fees.

    The Human Resources and Compensation Committee has retained Semler Brossy Consulting Group ("Semler Brossy") as its independent compensation consultant to provide information, analysis and objective advice regarding our executive compensation program. Management has no role in the Human Resources and Compensation Committee selecting Semler Brossy. The Human Resources and Compensation Committee periodically meets with Semler Brossy to review our executive compensation program and discuss compensation matters. For 2015,2021, Semler Brossy performed the following functions at the Human Resources and Compensation Committee's request:

      ·
    •Assisted the Human Resources and Compensation Committee in theits review and assessment of the Peer Group;
    ·
    peer group for the purpose of providing competitive market information for the design of executive compensation programs;
    •Compared each element of the Named Executive Officers'NEOs' target total direct compensation opportunity with the corresponding compensation elements for the Comparator Groupscomparator groups to assess competitiveness;
    ·
    •Prepared an analysis of pay and performance relative to the Peer Group and other comparator groups used by proxy advisory firmspeer group to support the Human Resources and Compensation Committee's goal of aligning our executive compensation program with shareholders' interests;
    ·
    Reviewed
    •Prepared the compensation risk assessment prepared by management;
    ·
    in relation to our executives;
    •Advised the Committee with respect to the value of long-term incentive awards;
    ·
    Advised theHuman Resources and Compensation Committee on competitive pay practices for non-employee director compensation;
    ·
    •Prepared presentations for the Human Resources and Compensation Committee on general U.S. trends and practices in executive compensation;

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      ·
      Supported the Human Resources and Compensation Committee in its review of the Compensation Discussionthis CD&A; and Analysis; and
      ·
    •Advised the Human Resources and Compensation Committee on the design of executive incentive programs and arrangements.

    39
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    The Human Resources and Compensation Committee reviews its relationship with Semler Brossy annually. The process includes a review of the quality of the services provided, the fee structure for the services, and the factors impacting Semler Brossy's independence under the rules of the Securities and Exchange CommissionSEC and the listing standards of the New York Stock Exchange. TheNYSE. In March 2022, the Human Resources and Compensation Committee has concluded that no conflict of interest exists that would prevent Semler Brossy from independently advising the Human Resources and Compensation Committee.

    COMPETITIVE MARKET POSITIONING

    Competitive Market Positioning
    Opportunities to earn superior pay for superior performance.Bunge usesWe use various methods to determine the elements of our executive compensation program and review current compensation practices and levels. Our executive compensation program strives to provide a mix of base salary, target annual cash incentive awards and target annual long-term equity-based incentive award values (referred to, in aggregate, as target total direct compensation) that is aligned with the program's principles and objectives and is competitive with compensation provided by a peer group of selected publicly-tradedpublicly traded companies.

    The Human Resources and Compensation Committee, in consultation with its independent compensation consultant, Semler Brossy, selects a number ofseveral peer group companies (the "Peer Group") having one or more of the following characteristics:

    Peer Group Composition2021 Peer Group (n=17)
    Industry
    •Agricultural, Chemicals, Fertilizers
    •Food Processing
    •Raw Materials
    •Logistics/Distribution
    •Air Products and Chemicals, Inc.
    •Alcoa Corporation
    •Archer-Daniels-Midland Company
    •Conagra Brands, Inc.
    •Corteva, Inc.
    •Dow Inc.
    •FedEx Corporation
    •General Mills, Inc.
    •International Paper Company
    •Kellogg Company
    •The Mosaic Company
    •Nutrien Ltd.
    •PPG Industries, Inc.
    •Sysco Corporation
    •Tyson Foods, Inc.
    •US Foods Holding Corp.
    •WestRock Company
    Revenue
    •Revenue targeted between 0.2 to 1.5x Bunge
    •Preference for companies with more than 25% of revenue generated outside the United States
    Market Capitalization
    •Market Capitalization targeted between 0.5 to 3.0x Bunge
    Bunge has few direct competitors, so we have built a peer group comprising companies in relevant and adjacent industries that have similar global operations, scale and are of similar size to Bunge. These peers generally represent companies from which Bunge may attract talent and, therefore, provide the best comparison for the purpose of determining appropriate compensation levels.
    The ratio of market capitalization relative to revenue in commodities-based businesses such as ours regularly results in our placing in the top quartile in revenue and the lower quartile in market capitalization within our peer group.
    GRAPHICBunge position (

    I) vs. 2021 Peer Group

    0255075100
    Revenue(1)
    86th Percentile
    Market Capitalization(1)
    11th Percentile
    (1)Based on data as of December 31, 2021.
    The Human Resources and Compensation Committee periodically reviews the composition of the Peer Grouppeer group and, as appropriate, updates it to ensure continued relevance and to reflect mergers, acquisitions or other business relatedbusiness-related changes that


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    may occur. TheFor 2021, the composition of the companies comprising the Peer Grouppeer group remained unchanged from 2014. For 2015, the following 17 companies comprised the Peer Group:

    unchanged.

    40
    GRAPHICTABLE OF CONTENTS

    In determining Named Executive OfficerNEO compensation, the Human Resources and Compensation Committee reviews a market analysis prepared by Semler Brossy, which includes equally weighted general industry and Peer Grouppeer group compensation data provided by Willis Towers Watson.Watson and McLagan. This data enables the Human Resources and Compensation Committee to compare the competitiveness of Named Executive OfficerNEO compensation based on their individual responsibilities and scope against comparable positions within our Peer Grouppeer group and a broader general industry group of public companies. Mr. Thomsen's total compensation is further evaluated using commodity trading data from companies inWe refer to the McLagan Fixed Income Salespeer group and Trading Survey. The Peer Group and the other data sources referred to above are referred to collectively as the "Comparator Groups."comparator groups."

    Neither Towers Watson nor McLagan makes recommendations or participates with the Committee in discussions regarding the determination of amounts or forms of compensation for the Named Executive Officers. Towers Watson and McLagan from time to time provide other compensation consulting services to management.

    As an initial guideline, the Human Resources and Compensation Committee generally seeks to set target total direct compensation levels for each Named Executive Officer within a range (+/- 15%) ofthe NEOs at levels that are competitive with the median of the Comparator Groups.comparator groups. Our executive compensation program retains the flexibility to set target total direct compensation above or below the median of the Comparator Groupscomparator groups in the Human Resources and Compensation Committee's reasonable discretion in order to recognize factors such as market conditions, job responsibilities, experience, skill sets and ongoing or potential contributions to Bunge. In addition, actual compensation earned in any annual period may be at, above, or below the median depending on the individual's and Bunge's performance for the year.

    PRINCIPAL ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    BASE SALARY

    Base Salary
    Compensation for responsibilities, skill and experience.A portion of annual cash compensation is paid as base salary to provide Named Executive OfficersNEOs with an appropriate level of security and stability as well as to provide a competitive level of pay for the execution of their key responsibilities. Base salaries for the Named Executive OfficersNEOs are reviewed on an annual basis, and in connection


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    with a promotion, individual performance or other change in responsibilities. The Human Resources and Compensation Committee establishes base salaries for the Named Executive OfficersNEOs based on a number ofseveral factors, including:

      ·
    •Evaluation of the executive's scope of responsibilities;
    ·
    •Experience, contributions, skill level and level of pay compared to comparable executives in the Comparator Groups;
    ·
    Recommendationscomparator groups;
    •Input and recommendations from Semler Brossy; and
    ·
    •Recommendations from the CEO, in consultation with the Chief Human Resources and Communications Officer, for each Named Executive OfficerNEO, other than the CEO.

    No NEOs received a base salary increase in 2021. There is no set schedule for base salary increases. Base salarySalary increases are periodically provided based on competitive factors or in connection with an increase in responsibilities. Base salaries are generally targeted at approximately the median level for comparable executives in the Comparator Groups.comparator groups. The Human Resources and Compensation Committee set the base salaries of the Named Executive OfficersNEOs in 20152021 as follows:


    Executive


         		2014 Base Salary
    (as of 12/31/2014)
         		2015 Base Salary
    (as of 12/31/2015)
         		 

    Soren Schroder

    		 

    $1,200,000

    		 

    $1,300,000

    		 

     

    Andrew Burke

    		 $725,000 $725,000  

    Raul Padilla(1)

    		 $711,486 $870,435  

    Brian Thomsen(2)

    		 $775,621 $805,840  

    Gordon Hardie

    		 $650,000 $700,000  


    (1)ExecutiveAmounts shown have been converted from Brazilian reais to U.S. dollars at the exchange rate of 0.2523 U.S. dollars per Brazilian real
    Base Salary
    (as of December 31, 2015.12/31/2021)
    (2)Gregory Heckman$1,200,000
    John NepplAmounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.0073 U.S. dollars per Swiss franc as of December 31, 2015.$700,000
    Brian Zachman$650,000
    Christos Dimopoulos(1)
    		$655,500
    Raul Padilla(2)
    		$745,341

    Salary increases for Messrs. Schroder, Padilla, Thomsen and Hardie reflect market competitive positioning for comparable positions in the Comparator Group. In Mr. Schroder's case, as part of ensuring a careful and successful CEO transition, the Committee set his initial base salary below market competitive levels to enable a phased review over time based on his performance.

    The base salary earned by each Named Executive Officer is set forth in the "Salary" column of the Summary Compensation Table on page 57 of this proxy statement.

    (1)ANNUAL CASH INCENTIVE AWARDS

    Drive achievement of short-term progress toward long-term value creation.    The Committee provides Named Executive Officers an opportunity to earn cash incentive awards under Bunge's Annual Incentive Plan, an annual, performance-based incentive plan that is available to a broad group of employees. The Annual Incentive Plan provides a cash incentive that is directly related to the achievement of predetermined financial and strategic measures, primarily based on a formula related to total Bunge, business unit and individual performance and contributions that drive annual results aligned with our long-term goals. Each Named Executive Officer's award is based 70% on financial performance and 30% on individual performance.

    Target annual cash incentive award opportunities under the Annual Incentive Plan are established by the Committee using analyses of comparable executives in the Comparator Groups and based on a percentage of each Named Executive Officer's base salary. The Committee generally sets target annual


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    cash incentive opportunities for Named Executive Officers at approximately the median level for comparable executives in the Comparator Groups. The following target annual incentive awards were established by the Committee for 2015:

    Executive


    		​

    		2015 Target Annual Incentive as a
    Percent of Base Salary

    		2015 Target Annual Incentive
    Award Opportunity

     
     
     
     
     
     

    Soren Schroder

    		  160%$2,080,000

    Andrew Burke

    		  100%$725,000

    Raul Padilla(1)

    		  100%$840,916

    Brian Thomsen(2)

    		  150%$1,208,760

    Gordon Hardie

    		  100%$700,000
    (1)
    Amounts shown have been converted from Brazilian reais to U.S. dollars at the exchange rate of 0.2523 U.S. dollars per Brazilian real as of December 31, 2015. Annual incentive target is based on prorated salary beginning March 1, 2015 of $840,916.

    (2)
    Amounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.00731.0925 U.S. dollars per Swiss franc as of December 31, 2015.

    Threshold, target2021.

    (2)    Amounts shown have been converted from Brazilian reals to U.S. dollars at the exchange rate of 0.1771 U.S. dollars per Brazilian real as of December 31, 2021.

    The base salary earned by each NEO is set forth in the "Salary" column of the Summary Compensation Table on page 55 of this proxy statement.
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    Annual Incentive Plan
    Drive achievement of short-term progress toward long-term value creation.The Human Resources and maximum performance levels are heavily weighted towardsCompensation Committee provides certain NEOs an opportunity to earn cash incentive awards under our Annual Incentive Plan ("AIP"), an annual, performance-based incentive plan that is directly related to the achievement of overall Company financial performance metrics.and predetermined strategic measures, aligned with our long-term strategy and goals. This same plan is available to a broad group of employees.
    Target annual cash incentive award opportunities under the AIP are established by the Human Resources and Compensation Committee using analyses of comparable executives in the comparator groups and based on a percentage of each respective NEO's base salary. The Human Resources and Compensation Committee generally sets target annual cash incentive opportunities to be competitive with the median level for comparable executives in the comparator groups.
    The following target annual incentive awards were established for the NEOs in 2021:
    Executive
    2021 Target Annual Incentive
    Percent of Base Salary
    2021 Target Annual Incentive
    Award Opportunity
    Gregory Heckman160%$1,920,000
    John Neppl100%$700,000
    Brian Zachman(1)
    		N/AN/A
    Christos Dimopoulos(1)
    		N/AN/A
    Raul Padilla(2)(3)
    		125%$310,559
    (1)Messrs. Zachman and Dimopoulos participate in the RM&O incentive and, therefore, are not eligible for the AIP.
    (2)Mr. Padilla's calculated award percent reflects proration to account for his transition to Special Advisor to the CEO in April 2021.
    (3)Amounts shown have been converted from Brazilian reals to U.S. dollars at the exchange rate of 0.1771 U.S. dollars per Brazilian real as of December 31, 2021.
    No NEO received an increase in target annual incentive award opportunity for 2021. The actual annual incentive awards earned by each Named Executive OfficerNEO may be above, at, or below the established target level based on Company and/or business unitBunge's financial performance and the Named Executive Officer'srespective NEO's individual performance metricsgoals attained for the relevant year. In order to receive a partial incentive award under the Annual Incentive Plan,AIP, a threshold level of performance must be attained with respect to the performance metrics. If threshold performance levels are not achieved, nobefore a payout is made. Maximum performance levels provide an incentive to significantly enhance performance and are set at challenging levels. Incentive opportunities are also subject to caps on the amounts that can be earned, so as not to encourage undue risk taking.

    earned. For 2015,2021, the Named Executive OfficersNEOs were eligible to receive an annual cash incentive awarda payout ranging from 0 percent0% to 250 percent240% of their target annual incentive award opportunity. Achievement of 250 percent of target requiresopportunity shown in the far-right column in the table above. In order to earn a 240% payout, both financial and individual performance must be achieved at maximum levels of 250% and is expected to be achieved in only rare circumstances.

    Financial Performance Metrics

    Reward achievement200% of earningstarget, respectively.

    For 2021, the Human Resources and capital efficiency targets.    For 2015, the Committee allocated Annual Incentive Plan metrics between (i) return on net assets ("RONA") for Bunge Limited as a whole and/or for the business unit for which a Named Executive Officer had primary responsibility and (ii) net income from continuing operations after non-controlling interest for Bunge Limited as a whole and/or EBIT of its business segments, based on the primary responsibilities of the Named Executive Officer. All Named Executive Officers have a portion of their annual incentive opportunity based on Bunge Limited performance as a whole. Target levels are aligned with the annual business plan and reflect the achievement of market competitive financial performance.

      ·
      RONA measures the relationship between profits and the net assets used in our businesses. As Bunge operates in a number of capital intensive businesses, RONA allows us to measure management's ability and efficiency in using our assets to generate profits.

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      ·
      Net income from continuing operations after non-controlling interest (net income) measures profitability of ongoing business operations of Bunge Limited as a whole adjusted for non-controlling interests. The Committee views net income from continuing operations after non-controlling interest as a useful measure of the overall profitability of ongoing business operations.
      ·
      EBIT measures earnings before interest and income tax expense. The Committee views EBIT as a useful measure of a business segment's performance without regard to its financing methods or capital structure. EBIT is a financial measure that is widely used by analysts and investors in Bunge's industries.

    For 2015, theCompensation Committee established the following performance weightings for NEOs under the Annual Incentive Plan. AIP:

    ExecutiveFinancial PerformanceIndividual Performance
    Adj PBT(I) +/- ModifiersStrategic Objectives
    Gregory Heckman80%20%
    John Neppl80%20%
    Brian Zachman(1)
    		N/AN/A
    Christos Dimopoulos(1)
    		N/AN/A
    Raul Padilla80%20%
    (1)Messrs. Zachman and Dimopoulos participate in the RM&O incentive and, therefore, are not eligible for the AIP.


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    Financial Performance
    Maintain focus on One Bunge and overall Company performance. The weightings assignedannual incentive is heavily weighted (80%) toward the achievement of financial performance. For 2021, the AIP underwent a redesign, moving away from setting specific financial targets that are based on a set of assumptions, to Mr. Padilla, Mr. Thomsen,a funding approach. The funding approach calculates a share of profit that is then allocated based on the individual incentive targets for each of the more than 5,500 employees in the plan. The funding approach will serve to remove a significant portion of variability in pay outcomes and Mr. Hardie reflect their responsibilityalign with overall results for shareholders. The main funding mechanism is Adj PBT(I). This may then be modified up or down by the scorecard objectives, which are driven by operational performance and ESG and HCM goals.
    The AIP funding rate is evaluated annually by the Human Resources and Compensation Committee and set at a level that ensures 1) the range of outcomes is competitive to market, including payouts consistent with standard levels of probability, 2) no payout is generated unless cost of capital is achieved and 3) alignment of the target payout with our externally stated baseline earnings. The AIP funding rate for 2021 was set at 5% of Adj PBT(I), +/- 3% based on the modifiers, as established by the Human Resources and Compensation Committee on February 17, 2021.
    5%

    Adj PBT(I)    		+/-3%

    Modifier    		Focus AreaScorecard Objectives
    Operational PerformanceQuality of earnings relative to internal and external benchmarks
    SG&A cost reduction
    Growth of specialty platforms
    ESG and HCMAchievement of Sustainability Index
    Increase in diversity at the leadership level
    The modifiers are quantifiable targets designed to advance progress in key strategic areas. In determining the impact of the modifiers, the Human Resource and Compensation Committee considered the following:
    •Quality of earnings relative to internal and external benchmarks — working capital usage; structural versus positioning results; and earnings mix
    ◦In 2021, the Company performed as expected with the given market conditions, resulting in no impact to the modifier
    •SG&A cost reduction — cost savings targets versus business plan
    ◦In 2021, the Company exceeded SG&A cost reduction goals; savings associated with travel restrictions as a result of the COVID-19 pandemic were given less weighting when determining the level of impact to the modifier
    •Growth in specialty platforms — economic EBIT in growth businesses versus business plan
    ◦In 2021, the refined and specialty oils platforms realized a more than 200% improvement in Economic Earnings Before Interest and Tax, resulting in a positive impact to the full modifier for this objective
    •Achievement of Sustainability Index — emissions reduction; palm oil traceability to plantation; palm oil sourced from No Deforestation, No Peat, No Exploitation suppliers; and soy monitorable direct sourcing
    ◦In 2021, two out of four sustainability targets were met while the others maintained at baseline, resulting in no impact to the modifier
    •Increase in diversity at the leadership level — increase in female diversity at senior director levels
    ◦In 2021, although effort was undertaken to maintain the baseline in workforce representation, only one out of four targets were met, resulting in a partial reduction of the modifier
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    Based on these accomplishments, The Human Resources and Compensation Committee certified the following actual results on January 20, 2022:
    Funding MechanismFunding Rate
    Adj PBT(I)5.00%
    Modifier (Scorecard Objectives)
    Operational PerformanceQuality of earnings relative to internal and external benchmarks—
    SG&A cost reduction+0.25%
    Growth of specialty platforms+0.50%
    ESG and HCMAchievement of Sustainability Index—
    Increase in diversity at the leadership level-0.25%
    Final Funding Rate5.50%
    Once the final funding rate is determined, it is multiplied by the Adj PBT(I) to come up with the total funding amount. This amount is divided by the Aggregate AIP Financial Performance Target, which is the sum of the total payout under the financial performance measure if each of the AIP participants were to achieve target payout based on their respective business segments.

    percent of base salary.
     

    Executive

    		 ​ Component
    Weighting
         		​ Business Unit or Segment Weighting ​ Net
    Income
    / EBIT

         		​ RONA ​ Strategic
    Objectives

     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     

    Soren

    		   Financial 70%   100% Bunge Ltd. 43%   57%   0%
    ​​​​
     

    Schroder

    		   Individual 30%                 100%
    ​​​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​
     

    Andrew

    		   Financial 70%   100% Bunge Ltd. 43%   57%   0%
    ​​​​
     

    Burke

    		   Individual 30%                 100%
    ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​
     

    Raul

    		   Financial 70%   30% Bunge Ltd. 43%   57%   0%
     

    Padilla

    		         70% Bunge Brazil 43%   57%   0%
    ​​​​
     

    		   Individual 30%                 100%
    ​​​​ ​​ ​​​​ ​​ ​​​​ ​​ ​​​​ ​​ ​​
     

    Brian

    		   Financial 70%   30% Bunge Ltd. 43%   57%   0%
     

    Thomsen

    		         70% Global Agribusiness 43%   57%   0%
    ​​​​
     

    		   Individual 30%                 100%
    ​​​​ ​​ ​​​​ ​​ ​​​​ ​​ ​​​​ ​​ ​​
     

    Gordon

    		   Financial 70%   30% Bunge Ltd. 43%   57%   0%
     

    Hardie

    		         70% Global Food & Ingredients 43%   57%   0%
    ​​​​
     

    		   Individual 30%                 100%
    Adj PBT(I)xFinal Funding Rate÷Aggregate AIP
    Financial Performance Target    		=Payout of Financial Performance

    The following table sets forthshows the threshold, targetimplied Adj PBT(I) that would have resulted in Threshold, Target and maximumMaximum payouts of the financial performance goals established for the financial metrics under2021 AIP with the Annual Incentive Plan for 2015 and the actual results achieved against those metrics5.50% Final Funding Rate applied (dollar amounts are in millions of U.S.$)USD):

    Business Unit or Segment


    		Threshold
    		Target
    		Maximum
    		Actual

     
     
     
     
     
     
     
     
     

    Bunge Ltd.

    		        

    Net Income

    		 $650.5 $986.9 $1,435.5 $755.8

    RONA

    		 4.7% 7.1% 10.4% 8.3%
    ​ ​​ ​​​​ ​​

    Bunge Brazil

    		        

    EBIT

    		 $342.1 $519.0 $754.9 $633.3

    RONA

    		 4.2% 6.3% 9.2% 12.2%
    ​ ​​​​ ​​ ​​

    Global Agribusiness

    		        

    EBIT

    		 $657.3 $997.2 $1,450.5 $1,152.4

    RONA

    		 4.9% 7.5% 10.9% 11.0%
    ​​​ ​​ ​​ ​​

    Global Food & Ingredients

    		        

    EBIT

    		 $244.9 $371.5 $540.4 $166.5

    RONA

    		 6.4% 9.7% 14.1% 6.9%
    Performance Metric
    Threshold
    (30% Payout)
    Target
    (100% Payout)
    Maximum
    (250% Payout)
    		ActualResults
    Implied Adj PBT(I)(1)
    		$236$788$1,970$2,449311%
    Payout of Financial Performance250%
    (1) Based on an Aggregate AIP Financial Performance Target of $43M
    		(capped at max)

    As noted in the 2021 Financial and Strategic Highlights on page 5

    Table of Contentsthis proxy statement, Bunge experienced its best performance year on record. In turn, the calculated result of the financial performance component of the annual incentive award was above our maximum payout and, therefore, capped at 250%.

    Amounts used to determine performance againstof financial metricsresults are derived from our audited financial statements. Under the terms of the Annual Incentive Plan,AIP, the Human Resources and Compensation Committee may adjust actual results achieved, in its discretion, if it determines that such adjustment is appropriate to reflect unusual, unanticipated or non-recurring items or events. InConsistent with past practice and according to pre-established principles, in calculating payouts for 2015 Annual Incentive Plan2021 AIP awards, the Human Resources and Compensation Committee chose to exclude certain gains and charges as disclosed in our earnings release filed on Form 8-K on February 9, 2022. These gains and charges were associated with (1) gain on the sale of our share of the Rotterdam Oils Refinery and an oils packaging facility in Mexico, (2) gain on the sale of a portfolio of interior grain elevators located in the United States, (3) impairment charge on classification as held-for-sale of our wheat milling business in Mexico, and (4) fixed asset impairment charge related to our share of an oils facility in China. No discretionary adjustments were made no adjustmentsin response to results achieved.

    the COVID-19 pandemic.


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    Individual Performance Metrics

    Reward successful execution of strategic initiatives.In addition to the attainment of financial metrics,performance, each Named Executive OfficerNEO was evaluated on the achievement of individual performance objectives that generally relate to the achievement of specific aspects of our business plans and strategies, as well as other initiatives relating to the executive'sNEO's position.

    The individual performance component of the awards provides the Human Resources and Compensation Committee an opportunity to reward NEOs for achievement of performance objectives that drive overall Company success. These objectives are reviewed and approved by the Human Resources and Compensation Committee at the beginning of each year. For 2021, the individual objectives for our NEOs were aligned to three focus areas:
    2015•Operational Performance & Financial Discipline — drive SG&A cost improvement, develop an enterprise risk management scorecard, complete rewiring initiatives and implement the new operating model (system, process, policy and culture) and evolve and standardize our approach to counterparty risk;
    •Growth — deliver on the business plan for Proteins, develop value creation plans (e.g., digital, origination, renewable feedstocks and carbon footprint) and accomplish year-on-year growth with strategic customers; and
    •People & Purpose — develop frameworks, priorities and proof points to position Bunge in ESG, deliver on annual sustainability-linked loan commitments, drive actions to increase employee engagement and drive development actions for all executive and vice president succession candidates.
    2021 Annual Incentive Award Determinations

    Following completion of audited financial results for the prior fiscal year, the

    The Human Resources and Compensation Committee reviews and approves the annual incentive awards based on theaudited financial results achieved against financial metricsbusiness results and individual performance metrics as described above.

    The followingHuman Resources and Compensation Committee seeks to set rigorous goals at the beginning of the year and evaluates preliminary payouts at year-end to ensure appropriate alignment of pay and performance.

    The table below sets forth the actual annual incentive awards paid to each Named Executive OfficerNEO for performance achieved in 2015:

    2021:

    Executive



    		2015 Calculated Payout as a
    Percent of Target


    		2015 Actual Annual Incentive

    Soren Schroder

    		 129% $2,680,000

    Andrew Burke

    		 126% $910,000

    Raul Padilla(1)

    		 181% $1,523,892

    Brian Thomsen(2)

    		 177% $2,135,476

    Gordon Hardie

    		 87% $610,000
    Executive2021 Calculated Award Percent of Target2021 Actual Award Total Value
    Gregory Heckman240%$4,608,000
    John Neppl235%$1,645,000
    Brian Zachman(1)
    		N/AN/A
    Christos Dimopoulos(1)
    		N/AN/A
    Raul Padilla(2)(3)
    		220%$683,229
    (1)
    Messrs. Zachman and Dimopoulos participate in the RM&O incentive and, therefore, are not eligible for the AIP.
    (2)Mr. Padilla's calculated award percent reflects proration to account for his transition to Special Advisor to the CEO in April 2021.
    (3)Amounts shown have been converted from Brazilian reaisreals to U.S. dollars at the exchange rate of 0.25230.1771 U.S. dollars per Brazilian real as of December 31, 2015. 2021.
    The actual amount awarded to each NEO is also set forth in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table on page 55 of this proxy statement.
    Annual Risk Management & Optimization Incentive Awards
    As the leaders of Global Risk Management and Supply Chains respectively, Messrs. Zachman and Dimopoulos had responsibility for optimizing the financial contribution derived from managing the related physical and financial flows within our Agribusiness segment. This financial contribution results from optimizing the risk created from managing the timing differences of procuring from farmers when they are willing to sell and selling to customers when they are ready to buy. Accordingly, they participated in a separate performance-based annual cash incentive targetaward opportunity in 2021—the RM&O incentive award.
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    ExecutiveFinancial PerformanceRisk Management & Optimization
    Adj PBT(I) +/- ModifiersRisk Adjusted Profit
    Gregory Heckman(1)
    		N/AN/A
    John Neppl(1)
    		N/AN/A
    Brian Zachman25%75%
    Christos Dimopoulos25%75%
    Raul Padilla(1)
    		N/AN/A
    (1)Messrs. Heckman, Neppl and Padilla participate in the AIP and, therefore, are not eligible for the RM&O incentive.
    A portion of this award opportunity reflects their roles as executive leaders in contributing to the overall success of the Company and is driven offlinked directly to the achievement of prorated salary earnedthe same financial performance results as described for the AIP above: Adj PBT(I), modified by our achievement of scorecard objectives. The remainder of this award opportunity reflects the direct impact of each NEO on the earnings from trading, merchandising and positioning to maximize the earnings at risk in our asset base. The performance metric used for the RM&O incentive award is Risk Adjusted Profit, which we define as the aggregate contribution generated from optimizing the physical and financial flows of our Agribusiness value chains after applying working capital and risk capital charges to take into account the quality of earnings generated relative to the amount of capital utilized during the year of $840,916.
    year. The award opportunity is intended to align the compensation we provide for these positions with the compensation provided to comparable executives in commodity-based environments in the comparator groups. The award is subject to a minimum necessary to be achieved before a payout under the award will occur. The award is also subject to a maximum for which the payout may not exceed. The following target RM&O incentive awards were established by the Human Resources and Compensation Committee for the below NEOs in 2021:
    Executive
    2021 Target RM&O
    Percent of Base Salary
    2021 Target RM&O
    Award Opportunity
    Gregory Heckman(1)
    		N/AN/A
    John Neppl(1)
    		N/AN/A
    Brian Zachman350%$2,275,000
    Christos Dimopoulos(2)
    		300%$1,966,500
    Raul Padilla(1)
    		N/AN/A
    (1)Messrs. Heckman, Neppl and Padilla participate in the AIP and, therefore, are not eligible for the RM&O incentive.
    (2)
    Amounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.00731.0925 U.S. dollars per Swiss franc as of December 31, 2015.

    2021.

    No NEO received an increase in target RM&O award opportunity for 2021. The actual amount awarded to each Named Executive Officer is also set forth in the "Non Equity Incentive Plan Compensation" column of the Summary Compensation Table on page 57 of this proxy statement.

    Supplemental Annual Performance-Based Cash Awards

    Reflects unique responsibilities for trading businesses.Brian Thomsen, in his dual role as Managing Director, Bunge Global Agribusiness and CEO, Bunge Product Lines, participated in two performance-based annual incentive opportunities in 2015. As Managing Director, Bunge Global Agribusiness, Mr. Thomsen participated inawards earned by each NEO may be above, at, or below the Annual Incentive Plan, consistent with other Named Executive Officers as described above. In addition, to reflect his responsibilities as CEO, Bunge Product


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    Lines, Mr. Thomsen also participated in a supplemental annual incentive award opportunityestablished target level based on Bunge's financial performance and the trading profits earned by Bunge's agribusiness product lines.

    This supplemental annual incentive award opportunity is linked directlyrespective NEO's RM&O performance attained for the relevant year. Incentive opportunities are also subject to caps on the achievement of pre-established performance objectives aligned with the long-term successamounts that can be earned. For 2021, Messrs. Zachman and strategic goals of our agribusiness product lines. The award is intended to align the compensation we provide for this position with that provided to comparable executives in commodity trading environments in the Comparator Groups. The award payout is based on actual performance achieved by the product lines, and in order to receive an award payout, a threshold performance level must be achieved. Mr. Thomsen wasDimopoulos were eligible to receive a supplemental annualpayout ranging from 0% to 250% of their target RM&O award opportunity shown in the far-right column in the table above.

    2021 RM&O Award Determinations
    The Human Resources and Compensation Committee reviews and approves the RM&O incentive award opportunity ranging from 0 percentbased on the results achieved against the audited financials and risk metrics as described above. The Human Resources and Compensation Committee seeks to 250 percentset rigorous goals at the beginning of his targetthe year and evaluates payouts at year-end to ensure appropriate alignment of pay and performance. The actual performance against RM&O goals are not disclosed as the Human Resources and Compensation Committee believes that disclosure could cause competitive harm to the Company.
    In order to drive long-term value creation and ensure results are sustainable, the Human Resources and Compensation Committee requires that a portion of the RM&O incentive award payout be deferred in the form of restricted stock units over a three-year period and be at risk based on future performance of the Agribusiness value
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    chains. The restricted stock units are eligible to be paid out in three annual installments commencing on the first anniversary of the grant date of the units, subject to reduction or forfeiture in the event of: (i) a cumulative annual risk management loss for 2015. the respective value chains during the deferral period; (ii) an executive's voluntary resignation of employment; or (iii) an executive's termination of employment by the Company for "cause."
    The target award was 150% of base salary or $1,208,760,table below sets forth the actual RM&O incentive awards paid to each NEO for performance achieved in 2021:
    Payout for 2021 Actual RM&OPayout Mix for 2021 Actual RM&O
    ExecutivePercent of TargetTotal ValueCashDeferral
    Gregory Heckman(1)
    		N/AN/AN/AN/A
    John Neppl(1)
    		N/AN/AN/AN/A
    Brian Zachman250%$5,687,500$3,554,688$2,132,812
    Christos Dimopoulos(2)
    		220%$4,326,357$2,777,710$1,548,647
    Raul Padilla(1)
    		N/AN/AN/AN/A
    (1)Messrs. Heckman, Neppl and Padilla participate in the AIP and, therefore, are not eligible for the RM&O incentive.
    (2)Amounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.00731.0925 U.S. dollars per Swiss franc as of December 31, 2015.

    2021.

    The performance metric used for the supplemental annual incentive award opportunity was Risk Adjusted Profit. We define Risk Adjusted Profit as the aggregate profits generated from our global risk management activities in the agribusiness product lines (based on adjusted earnings before interest and taxes), after applying working capital and risk capital chargesactual amount awarded to take into account the amount of capital utilized and the underlying risk taken during the year.

    The following table sets forth the threshold, target and maximum performance and award opportunities that the Committee established for 2015:

    Award Level

    		2015 Risk Adjusted Profit(1)

    		Percentage of Target





    Below Threshold

    		Less than $210 million0%

    Threshold

    $210 million

    50%

    Target

    $280 million

    100%

    Maximum

    $420 million

    250%

    (1)
    Results between award levels are interpolated.

    In order to ensure results are sustainable and to mitigate inappropriate risk taking, the Committee requires that a portion of the supplemental annual incentive award payout be deferred over a two year period and be at risk based on future performance of the agribusiness product lines. Amounts deferred are eligible to be paid out in two annual installments, subject to reduction or forfeiture in the event of (i) a cumulative annual risk management loss for the agribusiness product lines during the deferral period; (ii) an executive's resignation of employment for any reason; or (iii) an executive's termination of employment for "cause."

    In February 2016, the Committee determined that the Risk Adjusted Profit for the 2015 performance period was $471.6 million and awarded Mr. Thomsen $3,021,900 aseach NEO is also set forth in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table on page 5755 of this proxy statement. Payment of $1,336,687 of the award is deferred and will be paid out in two installments on March 31, 2017 and March 31, 2018, subject to the terms and conditions discussed above.


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    LONG-TERM INCENTIVE COMPENSATION

    Long-Term Incentive Plan
    Aligns majority of pay with shareholder interests. Named Executive Officers are eligible to receive long-term equity based incentive awards under Bunge's 2009 Equity Incentive Plan (the "Equity Incentive Plan"). The long-term equity basedequity-based incentive element of our executive compensation program is designed to provide Named Executive Officersincentivize actions that will drive sustainable, long-term value creation by providing NEOs with a continuing stake in our long-term success and servesto serve as an important retention tool.component of retention. We further emphasize equity ownership by senior executives through the share ownership guidelines described on page 52 of this proxy statement.

    Pursuant to the Equity Incentive Plan, the Human Resources and Compensation Committee primarily grants long-term incentive awards to Named Executive OfficersNEOs in the form of:

      ·
      Non-qualified stock options;of PBRSUs and
      ·
      Restricted stock units TBRSUs that vest upon the achievement of certain pre-established performance metricscontinued service over a specified performance period (PBRSUs).

    of time.

    Grants are generally made in the first quarter of each year, when compensation decisions for the year are made and after the public release of Bunge's year endour year-end audited financial results. In limited, special situations, equity awards may be granted at other times in the event of a new hire, promotion, for retention purposes or to recognize exceptional performance.

    In 2015,

    The mix of long-term incentives for the Committee targeted to2021 annual grant Named Executive Officers an equal mix in value of stock optionscycle for the NEOs was 60% PBRSUs and PBRSUs to further reinforce the performance driven nature of our executive compensation program by focusing on both the strategic drivers40% TBRSUs.
    The Human Resources and the achievement of enhanced long-term shareholder value. TheCompensation Committee targets the value of the long-term incentive awards granted to the Named Executive OfficersNEOs to provide total compensation opportunities that approximate the median of comparable executives in the Comparator Groups.

    comparator groups. The Human Resources and Compensation Committee also considers the following factors in determining the type and amount of long-term incentive awards:

      ·
      Potential
    •feedback from shareholder engagement;
    •input and recommendation from its independent compensation consultant;
    •potential shareholder dilution;
    ·
    Share
    •share overhang (defined as the number of shares available for grant, plus outstanding stock option and restricted stock unit awards);
    ·
    Paper gains on outstanding long-term incentive awards;
    •run rate (defined as the number of shares granted divided by the number of common shares outstanding); and
    ·
    Projected
    •projected cost and accounting expense on Bunge'sour earnings.

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    In 2015,2021, the Human Resources and Compensation Committee granted the following long-term incentive award amounts to Named Executive Officers:

    NEOs:

    Executive


    		2015 Total Long-Term Incentive
    Award Value

    Executive



    2021 Total LTIP
    Target Value

    Soren Schroder

    		Gregory Heckman$6,017,42010,000,000

    Andrew Burke

    		John Neppl$1,553,3342,000,000

    Brian Zachman

    		$1,500,000
    Christos Dimopoulos$1,000,000
    Raul Padilla

    		(1)$1,749,250

    Brian Thomsen

    		$1,553,334

    Gordon Hardie

    		$1,553,3342,600,000

    Table(1)Mr. Padilla's equity award will prorate upon his departure, at which time he will forfeit two-thirds of Contentshis outstanding, unvested shares under this award.

    In determining the number of units granted in 2021, the Human Resources and Compensation Committee adopted the method of using the average of the high and low prices of our common shares on the date of grant to align the value of the grant with the number of shares granted on a specific date. The actual amount awarded to each Named Executive OfficerNEO is also set forth in the "Stock Awards" and "Option Awards" columns of the Summary Compensation Table on page 5755 of this proxy statement.

    Stock Option Awards

    Rewards stock price appreciation.    Stock option awards reflect the pay for performance principles of our executive compensation program by directly linking long-term incentives to stock price appreciation. Stock options have value only if the trading price of Bunge's common shares exceeds the exercise price of the stock option. Stock options also help us maintain competitive compensation levels and retain executive talent through a multi-year vesting schedule. Stock options generally vest in three equal annual installments following the option grant date and remain exercisable until the tenth anniversary of the grant. Pursuant to the terms of the Equity Incentive Plan, the Committee sets the exercise price of a stock option based on the average of the high and low sale prices of Bunge's common shares on the NYSE on the date of grant.

    On February 26, 2015, the Committee approved the grant of stock options to the Named Executive Officers effective February 27, 2015 (the grant date) with an exercise price equal to the average of the high and low sale prices of Bunge's common shares on the grant date. It is the Committee's practice to authorize annual grants of equity based incentive compensation awards, including stock options, effective as of the day immediately following the date the Committee meets to authorize the grant of awards. For expense purposes, stock options are valued using a Black Scholes option pricing model. As mentioned above, the Committee targeted to deliver 50% of the value of the 2015 long-term incentive award in stock options.

    Information regarding the grant date fair value and the number of stock options awarded to each Named Executive Officer in 2015 is set forth in the Grants of Plan Based Awards Table on page 59 of this proxy statement.

    Performance-Based Restricted Stock Unit Awards

    RewardsReward achievement of long-term value drivers, (EPSEPS and ROIC)AROIC, and stock price appreciation.

    2015-2017 Award Decisions.PBRSUs are tied to Bunge'sour long-term performance to ensure that Named Executive OfficerNEO pay is directly linked to the achievement of sustained long-term operating performance. Reflective of the desire to balance earnings growth and efficient use of capital, the Human Resources and Compensation Committee has chosen to base earning of the awards onmeasure performance in an equal blendmix of three yearthree-year cumulative EPS and three yearthree-year average ROIC.AROIC for Bunge as a whole, with a relative TSR modifier. In 2021, the Human Resources and Compensation Committee replaced ROIC with AROIC to account for mark-to-market timing differences and adjust for readily marketable inventories. The Human Resources and Compensation Committee considers EPS and ROICAROIC key drivers of shareholder value and fundamental to long-term value creation.

    On February 26, 2015,18, 2021, the Human Resources and Compensation Committee approved the grant of PBRSUs to the NEOs for the 2015-20172021-2023 performance period, effective February 27, 2015 (the grant date).period. Payouts of the PBRSUs, if any, will generally be subject to the Named Executive Officer'sNEO's continued employment with Bunge through the vesting date (generally, the third anniversary of the grant date) and will be based (i) 50% on Bunge'sour achievement of cumulative diluted EPS targets and (ii) 50% on Bunge'sour achievement of average ROICAROIC targets established by the Human Resources and Compensation Committee on the grant date. Once the achievement of the financial targets has been calculated, up to an additional 25% may be added or subtracted from the results depending on Bunge's three-year performance relative to the S&P 500 Industrials comparator group. In the event that the RTSR would result in a positive modifier, but Total Shareholder Return of Bunge is negative over the three-year period, the RTSR modifier will not be applied. In no event will the RTSR modifier result in an overall PBRSU achievement greater than the maximum payout attached to the award, which for the 2021 grant is 200% of the award target. Upon vesting, each PBRSU is settled with a Bunge


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    common share. In addition, dividend equivalents are paid in Bungeour common shares on the date that PBRSUs are otherwise paid out, based on the number of shares vesting. However, in no event will dividend equivalents be paid on any shares in excess of the target award granted.

    We define diluted EPS as Bunge's earnings per share from continuing operations calculated using fully diluted common shares outstanding as reflected in our reported audited financial statements.

    In setting the 2015-2017 EPS2021-2023 targets, the Human Resources and Compensation Committee considered various long-term growth ratesmultiple factors, including:
    •our externally stated goals;
    •investor expectations;
    •peer and chose to apply a competitive long-term annual ratebroader market historical performance;
    •industry economic factors;
    •our historical and potential performance; and
    •typical distributions of 8.5% to prior years' adjustedpayouts over time.
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    The resulting EPS to obtain the three year cumulative target. ROICand AROIC targets are established at levels that are intended to incentivize achievement of our long-term strategic plans and the continuous improvement of ROIC over the award period.

    Based on thereturns above factors, the Committee set threshold, target and maximum award levelsour cost of capital.

    Given performance targets for the 2015-20172021-2023 cycle are based on our policy to not provide specific earnings guidance, performance targets are not disclosed prior to the end of the performance period in accordance withas the table below:

    Human Resources and Compensation Committee believes that disclosure would cause competitive harm to the Company.

    Award Level



         		Cumulative 3-Year
    Diluted EPS
    50% Weighting



    		3-Year Average ROIC
    50% Weighting




    		Percent of Award Vesting


     
     
     
     
     
     
     

    Below Threshold

    		 Less than $17.00 Less than 5.8% 0%

    Threshold

    		 $17.00 5.8% 50%

    Target

    		 $21.25 7.0% 100%

    Maximum

    		 $29.75 8.0% 200%

    As mentioned above, the Human Resources and Compensation Committee targeted to deliver 50%60% of the value of the 20152021 long-term incentive award in PBRSUs. Information regarding the fair market value and number of PBRSUs that the Named Executive OfficersNEOs may earn at the end of the 2015-20172021-2023 performance period, subject to satisfaction of the performance metrics described above, is shown in the Grants of Plan Based Awards Table on page 5957 of this proxy statement.

    2013-20152019-2021 PBRSU Award Determinations.Each year, following the end of a three yearthree-year PBRSU performance cycle, the Human Resources and Compensation Committee reviews and certifies the performance attained based on our reported audited financial statements, subject to the Human Resources and Compensation Committee's discretion under the Equity Incentive Plan to adjust such results for non-recurring charges and other one-time events. Each PBRSU that vests is settled with a Bunge common share.

    In February 2016,2022, the Human Resources and Compensation Committee reviewed and certified achievement of the performance metrics for the PBRSUs granted on March 5, 201312, 2019 for the 2013-20152019-2021 performance period. One hundredFifty percent of the 2013-20152019-2021 awards vest based on three yearthree-year cumulative fully diluted EPS from continuing operations. In prior years, the Committee made the determination to apply adjustments to both the 2013operations and 2014 Annual Incentive Plan awards and the 2013-2015 PBRSU awards. The Committee determined these adjustments appropriate in light of their non-operating and unanticipated nature and based50% on the continuing process to explore strategic alternatives for Bunge's sugar milling assets. The Committee made the following non-operating adjustments to the calculation of EPS:

      ·
      Include $250 million relating to the sale of our Brazilian fertilizer blending and distribution assets in 2013.
      ·
      Exclude $521 million of non-cash charges relating to deferred tax assets in Brazil in 2013.
    three-year average ROIC.

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      ·
      Remove a charge of $132 million related to certain state tax credits in Brazil as a result of a Brazilian Supreme Court ruling in 2014.
      ·
      Exclude an asset impairment and restructuring charge of $133 million related to the Brazilian sugar milling business in 2014.

    The following table showstables show the results for the 2013-20152019-2021 performance cycle:

    Performance Metric Threshold

    		Target

    		Maximum

    		Actual(1)Performance Metric
    Threshold
    (30%)
    Target
    (100%)
    Maximum
    (200%)
    Actual(1)
    		Results


     
     
    Cumulative 3-year diluted EPS from continuing operations $16.01 $20.79 $27.03 $16.20
    EPSEPS$5.30$8.83$12.36$24.40200%
    ROICROIC4.2%5.4%7.0%11.2%200%
    Weighted average payout of performance metrics200%
    (1)
    Annual results of $6.61 in 2013 (as adjusted), $4.75 in 2014 (as adjusted),Adjusted for non-recurring charges and $4.84 in 2015.

    other one-time events subject to the Human Resources and Compensation Committee's discretion.

    Based on the Human Resources and Compensation Committee's assessment,determination that performance was at the levels set forth above, and without making any discretionary adjustments in response to the COVID-19 pandemic, PBRSUs were paid out at 200% for the 2019-2021 performance period.
    Time-Based Restricted Stock Unit Awards
    Reward stock price appreciation and continued service. 52%For 2021, the Human Resources and Compensation Committee granted TBRSUs with 40% weighting for all NEOs to promote alignment with shareholder interests as the ultimate value received will be a function of stock price performance. TBRSUs also help us maintain competitive compensation levels and retain executive talent through a multi-year vesting schedule. TBRSUs generally vest in full on the third anniversary of the targetdate of grant.
    On February 18, 2021, the Human Resources and Compensation Committee approved the grant of TBRSUs to the NEOs effective March 15, 2021. Information regarding the grant date fair value and the number of PBRSU's was earned, representing 39% of the target value granted in 2013. Each of the Named Executive Officers received the following in settlement of their earned awards for the 2013-2015 performance period:

    Executive


    		Number of Bunge Common
    Shares

    		Fair Market Value on Vesting
    Date(1) ($55.19)

     
     
     
     
     

    Soren Schroder

    		 6,617 $365,192

    Andrew Burke

    		 5,200 $286,988

    Raul Padilla

    		 5,200 $286,988

    Brian Thomsen

    		 832 $45,918

    Gordon Hardie

    		 3,484 $192,282
    (1)
    Represents the average of the high and low sale prices of Bunge's common shares on the New York Stock Exchange on the vesting date March 5, 2016. The average of the high and low sale prices of Bunge's common shares on the NYSE on March 5, 2016 was $55.19.

    The value and number of PBRSUs that the Named Executive Officers earned for the 2013-2015 performance period are also shownTBRSUs awarded to each NEO is set forth in the "Stock Awards" columnsGrants of the Option Exercises and Stock VestedPlan Based Awards Table on page 6157 of this proxy statement.

    Other Equity Awards

    Limited use for retention

    Retirement and special recognition.From time to time, the Committee may grant time based RSU awards for special, limited purposes that further our business objectives, such as to recognize exceptional performance; promotions; and as inducement to new hires in recognition of compensation forgone at a previous employer. Time based RSU awards generally vest based on an employee's continued employment during the vesting period and have no value unless the employee remains employed on the applicable vesting date. Award sizes and vesting dates vary to allow flexibility in connection with the specific award and the circumstances underlying the grant of the award. In addition, dividend equivalents are accrued and are paid out in Bunge common shares on the date the underlying time based RSU award otherwise vests and is settled.

    In 2014, the Committee committed to limiting the use of supplemental time based restricted stock unit awards to maintain our emphasis on performance-based equity awards. Since 2013, the Committee has not granted any time based RSU awards to our Named Executive Officers.

    Benefits

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    RETIREMENT AND EXECUTIVE BENEFITS

    Competitively address basic health, welfare and retirement income needs. Bunge providesWe provide employees with a wide range of retirement and other employee benefits that are designed to assist in attracting and retaining employees critical to Bunge'sour long-term success and to reflect the competitive practices of the companies in the Peer Group. Named Executive Officerspeer group. NEOs are eligible for retirement benefits under the following plans: (i) Bunge U.S. Pension Plan;Plan (closed to new hires effective December 31, 2017); (ii) Bunge Excess Benefit Plan; (iii) Bunge U.S. supplemental executive retirement plan ("SERP"); (iv) Bunge

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    Retirement Savings Plan; and (v) Bunge Excess Contribution Plan; and (vi) Bunge Supplemental Excess Contribution Plan. Our executive compensation program also provides Named Executive OfficersNEOs with limited perquisites and personal benefits. The Human Resources and Compensation Committee, in consultation with Semler Brossy, periodically reviews the benefits provided to the Named Executive OfficersNEOs to ensure competitiveness with market practices.

    Retirement Plans

    The U.S. Pension Plan is a tax qualified retirement plan that covers substantially all U.S. basedU.S.-based salaried and non-union hourly employees. Each U.S. based Named Executive Officer is eligibleemployees who were hired before January 1, 2018. Employees hired on or after January 1, 2018 receive a fixed contribution of 5% of base salary, bonus and any overtime to participatetheir 401(k) each year in the plan.lieu of pension benefits. All employeesplan participants whose benefits are limited by the Internal Revenue Code, including the Named Executive Officers,NEOs, are eligible to participate in the Excess Benefit Plan. In addition, each U.S. based Named Executive OfficerU.S.-based NEO is eligible to participate in the SERP. The U.S. Pension Plan, SERP and Excess Benefit Plan and SERP are described in the narrative following the Pension Benefits Table on page 6260 of this proxy statement, and the estimated annual normal retirement benefits payable to the Named Executive OfficersNEOs (determined on a present value basis) are set forth in the Pension Benefits Table on page 6260 of this proxy statement.

    Each Non U.S. based Named Executive Officernon-U.S.-based NEO is eligible to participate in a statutory retirement plan that covers substantially all employees who are employed in the country where the Named Executive OfficerNEO is based. Amounts contributed by Bunge to such plans are set forth in the "All Other Compensation" column of the Summary Compensation Table on page 5755 of this proxy statement.

    401(k) Plan and Excess Contribution Plan

    The Retirement Savings Plan is a tax qualified retirement plan that covers substantially all U.S. basedU.S.-based salaried and non-union hourly employees. Each U.S. based Named Executive OfficerU.S.-based NEO is eligible to participate in the plan. All employees whose benefits are limited by the Internal Revenue Code, including the Named Executive Officers,NEOs, are eligible to participate in the Excess Contribution Plan. In addition, each U.S.-based NEO is eligible to participate in the Supplemental Excess Contribution Plan. The Retirement Savings Plan, the Excess Contribution Plan and the Supplemental Excess Contribution Plan are described in the narrative following the Nonqualified Deferred Compensation Table on page 6462 of this proxy statement.

    Company matching contributions allocated to the Named Executive OfficersNEOs under the Retirement Savings Plan, the Excess Contribution Plan and the Supplemental Excess Contribution Plan are shown in the "All Other Compensation Total" column of the Summary Compensation Table on page 5755 of this proxy statement.


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    Health and Welfare Plans

    Active employee benefits such as medical, dental, life insurance and disability coverage are available to U.S. employees through Bunge'sour flexible benefits plan. Employees contribute toward the cost of the flexible benefits plan by paying a portion of the premium costs on a pre-tax basis. Long-term disability coverage can be paid on an after taxa pre- or post-tax basis at the employee's option.

    Perquisites and Executive Benefits

    It is the Human Resources and Compensation Committee's practice to limit special perquisites and executive benefits provided to the company'sCompany's executives. The Human Resources and Compensation Committee periodically reviews the perquisites provided to Bunge'sour executive officers under our executive compensation program. Under the current policy, Bunge provides U.S. basedwe provide U.S.-based executive officers, including the Named Executive Officers,NEOs, with a limited annual perquisite allowance of $9,600. Non-U.S. Named Executive OfficersNEOs are provided with an automobile allowance in accordance with companyCompany programs and local market practices.

    SEVERANCE AND CHANGE OF CONTROL BENEFITS

    Severance and Change of Control Benefits
    Focus executives on shareholder interests during periods of uncertainty. Our executive compensation program is designed to provide for the payment of severance benefits to our Named Executive OfficersNEOs upon certain types of employment terminations. Providing severance and change of control benefits assists Bungeus in attracting and retaining executive talent and reduces the personal uncertainty that executives are likely to feel when considering a corporate transaction. These arrangements also provide valuable retention incentives that focusencourage executives on completingto complete such
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    TABLE OF CONTENTS
    transactions, thus enhancing long-term shareholder value. The Named Executive OfficersNEOs are provided with severance benefits under individual arrangements.

    Mr. Schroder is the only Named Executive Officer withHeckman’s employment agreement and Mr. Neppl's offer letter include change of control severance protections. His employment agreement containsSpecifically, they contain a "double trigger" vesting requirement for the payment of severance benefits, meaning that both (1) a change of control must occur, and his(2) their employment must also be terminated under certain specified circumstances before he isthey are entitled to any severance payment. All unvested equity awards are also subject to double trigger vesting upon a change of control.

    The terms of Mr. Heckman’s employment agreement and Mr. Neppl's offer letter are set forth under the Potential Payments Upon Termination of Employment or Change of Control table beginning on page 63 of this proxy statement.

    To enhance retention and align with market practice, we have entered into change of control severance agreements with each of the NEOs, other than Mr. Heckman and Mr. Neppl, whose employment agreements contained such a provision. The change of control severance agreements also contain a "double trigger" vesting requirement for the payment of severance benefits. All unvested equity awards are also subject to double trigger vesting upon a change of control. The change of control severance agreements include an 18-month non-competition covenant.
    None of our employment agreements, change of control severance agreements or other compensation arrangements provide for a golden parachute excise tax gross up.

    The terms of the individual arrangements and a calculation of the estimated severance benefits payable to each Named Executive OfficerNEO under their respective arrangements are set forth under the Potential Payments Upon Termination of Employment or Change of Control table beginning on page 6763 of this proxy statement.


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    COMPENSATION GOVERNANCE

    The Human Resources and Compensation Committee maintains and is committed to a policy of strong corporate governance. The principal governance elements of our executive compensation program are described in further detail below.

    EXECUTIVE COMPENSATION RECOUPMENT POLICY

    Executive Compensation Recoupment Policy
    Mitigate unnecessary risk takingrisk-taking that may have adverse impact on Bunge.The Human Resources and Compensation Committee has adopted a recoupment policy ("clawback") with respect to executive compensation. The policy provides that, if the Board or an appropriate committee thereof determines that an executive officer or other senior executive has engaged in any fraud or misconduct that caused or was a significant contributing factor to Bunge having to restate all or a portion of its financial statement(s), the Board or committee shall take such actions as it deems appropriate to remedy the misconduct and prevent its recurrence.

    The actions that may be taken against a particular executive include:

      ·
      Requiring
    •requiring reimbursement of any bonus or incentive compensation paid to the executive;
    ·
    Causing
    •causing the cancellation of any equity basedequity-based awards granted to the executive;
    ·
    Seeking and
    •seeking reimbursement of any gains realized on the disposition or transfer of any equity basedequity-based awards, if and to the extent that, (i) the amount of compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to a restatement, (ii) the executive engaged in fraud or misconduct that caused or significantly contributed to the restatement and (iii) the amount of the compensation that would have been awarded to or received by the executive had the financial results been properly reported would have been lower than the amount actually awarded or received.

    Any recoupment under this policy is in addition to any other remedies that may be available to Bunge under applicable law.

    The Committee will review the Executive Compensation Recoupment Policy in connection with rules on executive compensation recoupment that are anticipated to be issued under the Dodd Frank Wall Street Reform and Consumer Protection Act to determine if the policy should be revised.

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    Share Ownership Guidelines
    SHARE OWNERSHIP GUIDELINES

    Ensure appropriate level of long-term wealth tied to shareholder returns.To further align the interests of senior management with our shareholders, the Board maintains share ownership guidelines that require executive officers to hold significant amounts of Bungeour common shares. Executive officers are expected to meet minimum ownership guidelines within five years fromby April 30 following the fifth anniversary of the date the executive is hired or appointed to a covered title, as applicable. The guideline applicable to senior executives is based on a multiple of base salary.

      ·
      Chief Executive Officer
    •CEO – 6 times6x base salary.
    ·
    salary
    •Other Named Executive OfficersNEOs – 3 times3x base salary.salary

    •Other Senior Executives - 2x base salary

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    The Human Resources and Compensation Committee reviews the progress of the Named Executive OfficersNEOs toward meeting the ownership guidelines annually. In the event of financial hardship or other good cause, the Human Resources and Compensation Committee may approve exceptions to the share ownership guidelines as the Human Resources and Compensation Committee deems appropriate. For a description of the ownership guidelines applicable to our non-employee directors, see "Director Compensation" on page 2630 of this proxy statement.

    The following count towards meeting the ownership guideline: (i) shares directly or indirectly beneficially owned by the executive;executive directly or indirectly and (ii) shares underlying hypothetical share units held under Bunge's deferred compensation plans; (iii) 50% of the value of unvested time based RSUs; and (iv) 50% of the difference between the exercise price of aTBRSUs. Starting in 2021, vested in the money stock option and the fair market value of a Bunge common share. Unvestedunexercised stock options and unearned PBRSUs do notno longer count toward achievement of the guidelines.

    guidelines, along with unvested stock options and unearned PBRSUs.

    Executive officers, including the Named Executive Officers,NEOs, are required to hold a minimum of 50% of the shares net sharesof taxes acquired through long-term incentive plans (such as(including stock options, or PBRSUs)PBRSUs and TBRSUs) until the guidelines are met. If the initial ownership period has lapsed, and the minimum ownership guideline is not met, executive officers are required to hold 100% of net shares acquired until the guideline is met.

    Compliance with the executive share ownership guidelines is reviewed annually. As of December 31, 2021, all NEOs have satisfied the stock ownership guideline or are still within the five-year transition period and have held 100% of the net shares acquired through our equity incentive plans.

    To further encourage a long-term commitment to Bunge'sour sustained performance, executive officers are prohibited from hedging, pledging or using their common shares as collateral for margin loans.

    TAX DEDUCTIBILITY OF COMPENSATION

    Tax Deductibility of Compensation
    Optimize tax deductibility in keeping with compensation philosophy. When determining compensation, the Committee considers all relevant factors that may impact Bunge's financial performance, including tax and accounting rules such as the regulations under Section 162(m) of the Internal Revenue Code. Section 162(m) generallyCode (and the regulations promulgated thereunder) precludes a public corporation from taking aan income tax deduction in any one year for compensation in excess ofexceeding $1 million with respectpayable in any year to each of the Named Executive Officers (excluding thecorporation’s chief financial officer)executive officer and other “covered employees,” as defined in Section 162(m).  AnPrior to January 1, 2018, an exception to this limitation is if thededuction limit was available for “performance-based” compensation is considered "qualified performance-based compensation" within the meaning ofthat was approved by shareholders and otherwise satisfied certain requirements under Section 162(m). As a result of the enactment of U.S. tax reform legislation, the performance-based compensation exception is no longer available for taxable years beginning after December 31, 2017, unless such compensation qualifies for certain transition relief for binding written contracts that were in effect on November 2, 2017. The tax reform legislation also expanded the definition of “covered employees” to include the CFO and certain former NEOs who were disclosed in our proxy statement after January 1, 2017.

    Although

    While our executive compensation program seekshas sought to maximize the tax deductibility of compensation payable to the Named Executive OfficersNEOs to the extent permitted by having such compensation qualify as qualified performance-based compensation,law, the Human Resources and Compensation Committee retains fullretained the flexibility and discretion to compensate Named Executive Officers in a manner intended to promote varying corporate goals, including attracting, retaining and rewarding such officers. Therefore, the Committee may awardmake compensation decisions that is not deductible underare based on factors other than Section 162(m) if it believes it will contributewhen necessary or appropriate (as determined by the Human Resources and Compensation Committee in its sole discretion) to enable Bunge to continue to attract, retain, reward and motivate its highly-qualified executives. The Human Resources and Compensation Committee does not intend to change the pay-for-performance approach of our executive pay program due to the achievementenactment of Bunge's business objectives.

    tax reform.

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    COMPENSATION COMMITTEE REPORT

    The Compensation Committee has reviewed and discussed the preceding "Compensation Discussion and Analysis" with management. Based on such review and discussions, the Compensation Committee recommended to the board that the Compensation Discussion and Analysis be included in this proxy statement and be included in Bunge Limited's Annual Report on Form 10-K for the year ended December 31, 2015.

    Members of the Compensation Committee
    Ernest G. Bachrach, Chairman
    Bernard de La Tour d'Auvergne Lauraguais
    Andrew Ferrier
    L. Patrick Lupo
    John E. McGlade


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    COMPENSATION AND RISK

    We believe our compensation programs are designed to establish an appropriate balance between risk and reward in relation to Bunge'sour overall business strategy. To that end, the Human Resources and Compensation Committee has conducted a compensation risk assessment, with the assistance of management.management and Semler Brossy, the Human Resources and Compensation Committee's independent compensation consultant, has reviewed this assessment at the Committee's request. Theconsultant. Semler Brossy prepared a risk assessment of the executive programs.
    The Human Resources and Compensation Committee focused its assessment on our executive compensation program, as these are the employees whose actions are most likely to expose Bungeus to significant business risk. The relevant features of the executive compensation program that mitigate risk are as follows:

      ·
    •The program utilizes annual and long-term financial performance goals that are tied to key measures of short termshort-term and long-term performance that drive shareholder value, and targets are set with a reasonable amount of stretch that should not encourage imprudent risk taking.
    ·
    risk-taking.
    •The Human Resources and Compensation Committee sets target awards under the executive compensation program following the receipt of advice and industry benchmarking surveysanalysis provided by Semler Brossy.
    ·
    •The annual incentive and long-term equity basedequity-based compensation program awards are tied to several performance metrics to reduce undue weight on any one measure.
    ·
    •The annual incentive program's performance metrics appropriately balance focus on generating absolute profitsmetric targets a share of profit to align with overall results for shareholders while maintaining performance orientation through scorecard factors and efficiently managing assets.
    ·
    individual performance allocations.
    •The use of non-financial performance factors in determining the actual payout of annual incentive compensation serves as a counterbalance to the quantitative performance metrics.
    ·
    metric.
    •The executive compensation program is designed to deliver a significant portion of compensation in the form of long-term incentive opportunities, which focuses executives on theour long-term success of Bunge and discourages excessive focus on annual results.
    ·
    •The equity incentive program uses a balanced mix of stock optionsPBRSUs and performance-based restricted stock unitsTBRSUs that vest over a number ofseveral years to ensure that employees are focused on maximizing long-term shareholder value and financial performance and to mitigate the risks associated with the exclusive use of stock price basedprice-based awards.
    ·
    •The performance metrics for the performance-based restricted stock unitsPBRSUs are based on overall Bunge performance over a three yearthree-year period, reducing incentives to maximize one business unit'ssegment's results and focusing on sustainable performance over a three yearthree-year cycle rather than any one year.
    ·
    •Maximum awards that may be paid out under the annual incentive and equity incentive programs are subject to appropriate caps and the Human Resources and Compensation Committee retains the discretion to reduce payouts under the plans.
    ·
    Bunge has
    •We have adopted share ownership guidelines that further align the long-term interests of executives with those of our shareholders, as well as restrictions on hedging, holding Bungeour common shares in a margin account and using Bungeour common shares as collateral for loans, which seek to discourage a short termshort-term stock price focus.
    ·
    Bunge has
    •We have adopted an executive compensation recoupment policy for senior executives, as discussed in "Executive Compensation Recoupment Policy" on page 5251 of this proxy statement.

    Additionally, as part of its risk assessment, the Committee also reviewed Bunge's compensation program for employees who engage in trading

    The Human Resources and related activities within Bunge, whom we refer to


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    collectively as global product line team members. Global product line team members have compensation risk higher than that of the overall employee population in that part of their compensation is linked to the profitability of their trading activities. In order to address and mitigate the potential risks associated with the compensation program for global product line team members, Bunge has implemented the following features:

      ·
      Annual incentive compensation is not granted on a formulaic basis and the Committee retains the discretion to determine appropriate compensation levels for each participant as well as the size of the overall program based on the performance of the individual, the product line and the company as a whole.
      ·
      Global product line team members generally participate in the broad performance-based compensation programs for Bunge employees, including the annual incentive and equity incentive programs, which diversifies these employees' focus on performance beyond their individual product lines and aligns a significant portion of their compensation with the performance of the overall company or larger business unit.
      ·
      Global product line incentive performance is determined after applying working capital and risk capital charges to ensure that performance is adjusted for the amount of capital utilized and underlying risk taken.
      ·
      Global product line team members are subject to the deferral of a substantial portion of their annual incentive compensation for multiple years, with Bunge retaining the right to "recoup" the deferred amounts if the applicable product line incurs an operating loss in a subsequent year. This recoupment feature promotes retention, encourages participants to focus on sustained, superior long-term performance and helps discourage excessive risk taking behavior.

    The Committee also reviewed the supplemental annual incentive award opportunity for the CEO, Bunge Product Lines, as discussed in "Supplemental Annual Performance-based Cash Awards" on page 44 of this proxy statement. As this incentive arrangement is materially consistent with the design of the compensation program for global product line team members, the risk mitigating factors that are listed above also apply to this supplemental annual incentive arrangement. As an additional risk mitigator, Bunge has implemented a payout cap of 250% of the annual incentive award target.

    Lastly, as part of its risk assessment, the Committee reviewed certain other trading compensation programs maintained by Bunge. These programs are based on a funded pool approach with the pool being tied to a percentage of relevant gross trading profit. Participants in these programs are not eligible for awards under Bunge's Annual Incentive Plan or Bunge's Equity Incentive Plan as their total incentive opportunity is directly tied to their trading performance. In order to address and mitigate the potential risk associated with these programs, Bunge has implemented the following features:

      ·
      A risk oversight/governance process, including a committee that is responsible for the oversight of the participants and program arrangements.
      ·
      Daily and monthly drawdown limits that trigger a review by the risk oversight/governance committee.
      ·
      Daily value at risk limits and cumulative loss limits.
      ·
      Risk capital charges to ensure that performance is adjusted for the underlying risk taken.
      ·
      A deferral and recoupment feature should a participant incur a trading loss in a subsequent year.

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      TheCompensation Committee reviewed and discussed the findings of the risk assessment and believes that our compensation programs are appropriately balanced and do not motivate employees to take risks that are reasonably likely to have a material adverse effect on Bunge.


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      Compensation Tables

      SUMMARY

      HUMAN RESOURCES AND COMPENSATION TABLE

      COMMITTEE REPORT

      The Human Resources and Compensation Committee has reviewed and discussed the preceding "Compensation Discussion and Analysis" with management. Based on such review and discussions, the Human Resources and Compensation Committee recommended to the board that this Compensation Discussion and Analysis be included in this proxy statement for the year ended December 31, 2021.
      Members of the Human Resources and Compensation Committee
      J. Erik Fyrwald, Chair
      Bernardo Hees
      Kenneth Simril
      Henry "Jay" Winship

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      EXECUTIVE COMPENSATION TABLES
      Summary Compensation Table
      The following table sets forth the compensation of our CEO, our Chief Financial OfficerCFO and the other three most highly compensated executive officers (the "Named Executive Officers") who were serving as executive officers as of December 31, 2015.

      2021.
      Name and Position Held
      		​
      		Year
      		​


      		Salary
      ($)
      (1)


      		​

      		Bonus
      ($)

      		​



      		Stock
      Awards
      ($)
      (2)(3)



      		​



      		Option
      Awards
      ($)
      (2)



      		​





      		Non-Equity
      Incentive
      Plan
      Compensation
      ($)
      (4)





      		​








      		Change in
      Pension
      Value &
      Non-Qualified
      Deferred
      Compensation
      Earnings
      ($)
      (5)








      		​




      		All Other
      Compensation
      Total
      ($)
      (6)




      		​

      		Total
      ($)
      (7)      		 
      Soren Schroder  2015  $1,283,333  —  $3,512,240  $2,505,180  $2,680,000  $729,657  $56,467  $10,766,877 

      Chief Executive Officer

      		  2014  $1,166,667  —  $2,980,125  $3,186,000  $1,740,000  $986,188  $53,959  $10,112,939 
         2013  $854,167  —  $2,945,847  $1,028,816  $1,320,000  $161,349  $201,113  $6,511,292 

      Andrew J. Burke
       
       
      2015
       
       
      $725,000
       
       
      —
       
       
      $906,648
       
       
      $646,686
       
       
      $910,000
       
       
      $441,933
       
       
      $38,633
       
       
      $3,668,900
       

      Chief Financial Officer

      		  2014  $720,833  —  $874,170  $934,560  $670,000  $806,586  $34,400  $4,040,549 
         2013  $700,000  —  $1,746,755  $808,500  $900,000  $207,814  $28,200  $4,391,269 

      Raul Padilla
       
       
      2015
       
       
      $813,997
      (8)
       
      —
       
       
      $1,021,000
       
       
      $728,250
       
       
      $1,523,892
      (8)
       
      —
       
       
      $84,810
      (8)
       
      $4,188,448
       

      CEO, Bunge Brazil and

      		  2014  $920,967  —  $874,170  $934,560  $1,324,627  $432,941  $531,978  $5,019,243 

      Managing Director,

      		  2013  $850,000  —  $743,300  $808,500  $2,652,000  $338,325  $34,200  $5,426,325 

      Sugar & Bioenergy

      		                            

      Brian Thomsen(9)
       
       
      2015
       
       
      $800,804
      (10)
       
      —
       
       
      $906,648
       
       
      $646,686
       
       
      $5,157,376
      (10)(11)
       
      —
       
       
      $129,216
      (10)
       
      $7,640,730
       

      Managing Director,

      		  2014  $653,859  $404,449  $1,166,499  $1,226,592  $889,788  —  $89,383  $4,430,570 

      Global Agribusiness,

      		                            

      and CEO, Bunge

      		                            

      Product Lines

      		                            

      Gordon Hardie
       
       
      2015
       
       
      $691,667
       
       
      —
       
       
      $906,648
       
       
      $646,686
       
       
      $610,000
       
       
      $171,025
       
       
      $20,828
       
       
      $3,046,854
       

      Managing Director,

      		  2014  $633,330  —  $754,965  $807,120  $750,000  $200,293  —  $3,145,708 

      Food and Ingredients

      		  2013  $550,000  —  $758,166  $539,000  $470,000  $57,730  —  $2,374,896 
      Name and Position HeldYear
      Salary
      ($) (1)
      		Bonus
      ($)
      Stock
      Awards
      ($)(2)(3)
      Option
      Awards
      ($)(2)
      Non-Equity
      Incentive
      Plan
      Compensation
      ($)(4)
      Change in
      Pension
      Value &
      Nonqualified
      Deferred
      Compensation
      Earnings
      ($)(5)
      All Other
      Compensation
      Total
      ($)(6)
      Total
      ($)(7)
      Gregory Heckman2021$1,200,046

      		$—$9,991,055$—$4,608,000$—$349,126$16,148,227
      Chief Executive Officer2020$1,200,046$—$3,891,160$2,698,150$4,608,000$—$128,086

      		$12,525,442
      2019$1,129,983

      		$1,000,000$7,133,136$4,411,200$3,038,397$—$22,014

      		$16,734,730
      John Neppl2021$700,027$—$1,990,250$—$1,645,000$—$116,766$4,452,043
      Chief Financial Officer2020$700,027$—$1,240,040$216,445$1,680,000$—$73,170$3,909,682
      2019$416,410$500,000$1,225,440$—$647,882$—$25,531$2,815,263
      Brian Zachman2021$650,000$—$3,645,342$—$5,687,500$—$193,264$10,176,106
      President, Global Risk Management2020$650,000$—$1,527,216$163,075$5,687,500$320,948$122,540$8,471,279
      2019$627,917$3,350,000$1,115,635$247,225$1,642,680$1,270,881$16,825$8,271,163
      Christos Dimopoulos2021$655,500(8)$—$2,373,493$—$4,326,357(8)$—$94,687(8)$7,450,037
      President, Global Supply Chains2020$679,560$—$973,602$106,740$4,077,360$—$96,158$5,933,420
      2019$617,940$—$752,405$166,315$1,712,930$—$108,016$3,357,606
      Raul Padilla2021$744,860(9)$—$2,587,325$—$683,229(9)$11,394$6,763(9)$4,033,571
      President, Global Operations2020$806,992$—$1,603,500$281,675$2,421,025$82,118$22,018$5,217,328
      2019$1,009,786$—$2,094,050$368,590$2,104,759$113,956$105,888$5,797,029
      (1)
      Reflects annual increases inActual salary that took effectpayments during 2015.2021. Annual base salariessalary rates as of December 31, 20152021 are as described on page 4041 of this proxy statement.
      (2)
      The amounts shown reflect the aggregate full grant date fair value for equity awards for financial reporting purposes in accordance with ASC Topic 718 (without any reduction for risk of forfeiture) as determined based on applying the assumptions used in Bunge's audited financial statements. See Note 2426 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2015 (the "Form 10-K")2021 regarding assumptions underlying the valuation of equity awards. Amounts reported for these awards may not represent the amounts that the Named Executive Officers will actuallylisted officers ultimately realize from the awards. Whether, and to what extent, a Named Executive Officerlisted officer realizes value will depend on Bunge'sour actual operating performance, stock price fluctuations and the Named Executive Officer'slisted officer's continued employment.
      (3)
      Based on the full grant date fair value of the performance based restricted stock unitsPBRSUs granted on February 27, 2015,March 15, 2021, the following are the maximum payouts, assuming the maximum level of performance is achieved: Mr. Schroder, $7,024,480;Heckman: $11,965,240; Mr. Burke, $1,813,296;Neppl: $2,377,200; Mr. Padilla, $2,042,000;Zachman: $1,822,520; Mr. Thomsen, $1,813,296;Dimopoulos: $1,188,600; and Mr. Hardie, $1,813,296.Padilla: $3,090,360. For additional information on these awards, see "Compensation Discussion and Analysis""Long-term Incentive Compensation" beginning on page 2947 of this proxy statement.
      (4)
      Incentive compensation awards under the Annual Incentive PlanAIP for the 20152021 fiscal year that were paid in March 2016. For Mr. Thomsen, also includes a supplemental performance based2022. In lieu of the awards under the AIP for 2021, Messrs. Zachman and Dimopoulos received an RM&O incentive award in connection with their services to our Agribusiness segment as described in footnote (11)more detail under “Annual Risk Management & Optimization Incentive Awards” on page 45 of this table.
      proxy statement. For each incentive award, a portion was granted in restricted stock units and subject to recovery, with the remainder paid in cash. Based on performance achieved, Mr. Zachman's cash payment was $3,554,688 and Mr. Dimopoulos's cash payment was $2,777,710. 
      (5)
      The aggregate change in the actuarial present value of the accumulated pension benefit as shown in the Pension Benefits Table from year to year. Importantly, the change in pension value is not currently paid to an executive as compensation, but is a measurement of the change in actuarial present value from the prior year. For Mr. Zachman, no value is included in accordance with SEC's rules as total change in present value was ($80,720). For information about the assumptions used, see the Pension Benefits Table on page 6260 of this proxy statement. The amount attributable to Mr. Padilla in 2015 was negative $12,576 and thus is not reportable in this column. There are no above market or preferential earnings with respect to non-qualifiednonqualified deferred compensation arrangements.
      Messrs. Heckman, Neppl and Dimopoulos do not participate in the pension plan.

      (6)The following table provides details about each component of the "All Other Compensation" column:

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      (6)
      Mr. Schroder received Company matching contributions to his 401(k) Plan account of $10,600 and to his Excess 401(k) Plan account of $36,267. Mr. Burke received Company matching contributions to his 401(k) Plan account of $10,600 and to his Excess 401(k) Plan account of $18,433. Mr. Padilla received a Company contribution to a statutory retirement plan of $66,250 and an automobile maintenance allowance of $18,560. Mr. Thomsen, in connection with his overseas employment received an automobile allowance of $21,758, a health insurance allowance of $11,362 and a Company contribution to a statutory retirement plan of $96,096 as required by Swiss law. Mr. Hardie received a relocation allowance of $11,228 in connection with his secondment. In addition, Mr. Schroder, Mr. Burke, and Mr. Hardie received an annual perquisite allowance of $9,600.
      Name
      Registrant Contributions for Qualified Plans
      ($)
      Registrant Contributions for Nonqualified Plan
      ($)
      Tax Gross-Ups
      ($)
      Perquisites and Other Personal Benefits
      ($)(a)
      		Total
      ($)
      Gregory Heckman$26,100$313,426$—$9,600$349,126
      John Neppl$24,983$82,183$—$9,600$116,766
      Brian Zachman$25,900$157,764$—$9,600$193,264
      Christos Dimopoulos(b)
      		$71,089$—$—$23,598$94,687
      Raul Padilla(c)
      		$—$—$—$6,763$6,763
      (a) For Messrs. Heckman, Neppl and Zachman, represents $9,600 annual perquisite allowance. For Messrs. Padilla and Dimopoulos, represents an automobile allowance in connection with their overseas employment.
      (b) Amounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.0925 U.S. dollars per Swiss franc as of December 31, 2021.
      (c) Amounts shown have been converted from Brazilian reals to U.S. dollars at the exchange rate of 0.1771 U.S. dollars per Brazilian real as of December 31, 2021.
      (7)
      As required by SEC rules, "Total" represents the sum of all columns in the table.
      (8)
      Amounts shown have been converted from Brazilian reais to U.S. dollars at the exchange rate of 0.2523 U.S. dollars per Brazilian real as of December 31, 2015.
      (9)
      Mr. Thomsen was not a Named Executive Officer in 2013.
      (10)
      Amounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.00731.0925 U.S. dollars per Swiss franc as of December 31, 2015.
      (11)
      In addition2021.
      (9)Amounts shown have been converted from Brazilian reals to awards underU.S. dollars at the Annual Incentiveexchange rate of 0.1771 U.S. dollars per Brazilian real as of December 31, 2021.

      56
      TABLE OF CONTENTS
      Grants of Plan for the 2015 fiscal year, includes $3,021,900 in supplemental performance based incentive, a portion of which was paid in cash in March 2016, as described on page 45 of this proxy statement. $1,336,687 of the supplemental award is mandatorily deferred and will be paid out in two installments on March 31, 2017 and March 31, 2018, subject to reduction or forfeiture. Amounts deferred are included in the Nonqualified Deferred CompensationBased Awards Table on page 64 of this proxy statement.

      Table of Contents

      GRANTS OF PLAN BASED AWARDS TABLE

      The following table sets forth information with respect to awards under our Annual Incentive Plan, Risk Management & Optimization incentive program and EquityLong-Term Incentive Plan to the Named Executive Officers for the fiscal year ended December 31, 2015.

      2021.
                                   
      ​  ​​ ​​​​ ​​ ​​​​ ​​ ​​​​ ​​ ​​​​ ​​ ​​

       

      		 

      		                 
      All Other


      		​     ​

       

      		 

      		   Estimated Future Payouts

      		Estimated Future Payouts

      		  Options

      		​     ​

       

      		 

      		   Under Non-Equity Incentive

      		Under Equity Incentive

      		All Other

      		Awards:

      		    Grant Date

      		​

       

      		 

      		   Plan Awards

      		Plan Awards

      		Stock

      		Number of

      		Exercise

      		  Fair Value

      		​

       

      		 

      		   (1)

      		(2)

      		Awards:

      		Securities

      		or Base

      		Closing

      		of Stock

      		​

       

      		 

      		               Number of

      		Underlying

      		Price of

      		Price on

      		and Option

      		​

       

      		 

      		               Shares or

      		Options

      		Option

      		Grant

      		Awards

      		​

       

      		 


      Name



      		Grant
      Date


      		Threshold
      ($)


      		Target
      ($)


      		Maximum
      ($)


      		Threshold
      (#)


      		Target
      (#)


      		Maximum
      (#)


      		Units
      (#)


      		(3)
      (#)


      		Awards
      ($/Sh)


      		Date
      ($)


      		(4)
      ($)


      		​
      ​  ​​ ​​​​ ​​ ​​ ​​ ​​​​ ​​ ​​ ​​ ​​​​​​

      		 

      Soren Schroder

      		                          

      		 

          2015 AIP

      		 2/26/2015 $832,000 $2,080,000 $5,200,000                  

      		 

          2015 LTIP—PBRSUs

      		 2/27/2015       21,500 43,000 86,000       $81.78 $3,512,240  

      		 

          2015 LTIP—Stock Options

      		 2/27/2015               129,000 $81.68 $81.78 $2,505,180  

      		 

      Andrew J. Burke

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

          2015 AIP

      		 2/26/2015 $290,000 $725,000 $1,812,500                  

      		 

          2015 LTIP—PBRSUs

      		 2/27/2015       5,550 11,100 22,200       $81.78 $906,648  

      		 

          2015 LTIP—Stock Options

      		 2/27/2015               33,300 $81.68 $81.78 $646,686  

      		 

      Raul Padilla

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

          2015 AIP

      		 2/26/2015 $336,366 $840,916 $2,102,290                  

      		 

          2015 LTIP—PBRSUs

      		 2/27/2015       6,250 12,500 25,000       $81.78 $1,021,000  

      		 

          2015 LTIP—Stock Options

      		 2/27/2015               37,500 $81.68 $81.78 $728,250  

      		 

      Brian Thomsen

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

          2015 AIP

      		 2/26/2015 $483,504 $1,208,760 $3,021,900                  

      		 

          2015 Supplemental Annual Cash

      		 5/18/2015 $604,380 $1,208,760 $3,021,900                  

      		 

          2015 LTIP—PBRSUs

      		 2/27/2015       5,550 11,100 22,200       $81.78 $906,648  

      		 

          2015 LTIP—Stock Options

      		 2/27/2015               33,300 $81.68 $81.78 $646,686  

      		 

      Gordon Hardie

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

       

      		 

          2015 AIP

      		 2/26/2015 $280,000 $700,000 $1,750,000                  

      		 

          2015 LTIP—PBRSUs

      		 2/27/2015       5,550 11,100 22,200       $81.78 $906,648  

      		 

          2015 LTIP—Stock Options

      		 2/27/2015               33,300 $81.68 $81.78 $646,686  
      Grant Date
      Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
      Estimated Future Payouts Under Equity Incentive Plan Awards(2)
      		All Other Stock Awards: Number of Shares or UnitsClosing Price on Grant Date
      Grant Date Fair Value of Stock and Option Awards (3)
      NameThreshold
      ($)      		Target
      ($)      		Maximum
      ($)      		Threshold
      (#)      		Target
      (#)      		Maximum
      (#)      		(#)($)($)
      Gregory Heckman
      2021 AIP$115,200$1,920,000$4,608,000
      2021 LTIP—PBRSUs3/15/202111,32575,500151,000$79.24$6,010,555
      2021 LTIP—TBRSUs3/15/202150,000$79.24$3,980,500
      John Neppl
      2021 AIP$42,000$700,000$1,680,000
      2021 LTIP—PBRSUs3/15/20212,25015,00030,000$79.24$1,194,150
      2021 LTIP—TBRSUs3/15/202110,000$79.24$796,100
      Brian Zachman
      2021 RM&O$170,625$2,275,000$5,687,500
      2020 RM&O—Deferral(4)
      		3/15/202126,790$79.24$2,132,752
      2020 LTIP—PBRSUs3/15/20211,72511,50023,000$79.24$915,515
      2020 LTIP—TBRSUs3/15/20217,500$79.24$597,075
      Christos Dimopoulos
      2021 RM&O(5)
      		$147,488$1,966,500$4,916,250
      2020 RM&O—Deferral(4)
      		3/15/202117,314$79.24$1,378,368
      2020 LTIP—PBRSUs3/15/20211,1257,50015,000$79.24$597,075
      2020 LTIP—TBRSUs3/15/20215,000$79.24$398,050
      Raul Padilla
      2021 AIP(6)
      		$18,634$310,559$745,342
      2021 LTIP—PBRSUs3/15/20212,92519,50039,000$79.24$1,552,395
      2021 LTIP—TBRSUs3/15/202113,000$79.24$1,034,930
      (1)
      Represents the range of annual cash incentive award opportunities under the Company Annual Incentive Planour AIP and supplemental annual performance-based cashRM&O incentive awards. The minimum potential payout for each of the Named Executive Officerslisted officers was zero. For AIP, the threshold award represents 6% of the target award value (that is, the result if only the lowest weighted metric met the threshold) and the maximum award represents 240% of the target award value (that is, the result if the highest weighted metric achieves a maximum 250% and the lowest weighted metric achieves a maximum of 200%). For RM&O incentive awards, the threshold award represents 7.5% of the target award value (that is, the result if only the lowest weighted metric met the threshold) and the maximum award represents 250%. The performance period began on January 1, 20152021 and ended on December 31, 2015.2021. For additional discussion, see "Annual Cash Incentive Awards"Plan" on page 4142 of this proxy statement.
      (2)
      Represents the range of shares that may be released at the end of the January 1, 20152021 – December 31, 20172023 performance period for performance based restricted stock units ("PBRSUs")PBRSUs awarded under the Company's 20092016 Equity Incentive Plan ("EIP").Plan. The minimum potential payout for each of the Named Executive Officerslisted officers under the PBRSUs is zero. The threshold award represents 15% of the target award value (that is, the result if only the lowest weighted metric met the threshold) and the maximum award represents 200% of the target award value. Payment of the award is subject to the achievement of certain Company financial metrics during the performance period. For additional discussion, see "Performance-Based Restricted Stock Unit Awards" on page 47 of this proxy statement.
      (3)
      On February 26, 2015, the Compensation Committee granted stock options to the Named Executive Officers effective as of February 27, 2015. Under the EIP, the exercise price of the stock options was determined based on the average of the high and low sale prices of Bunge's common shares on the New York Stock Exchange on the grant date of the options, February 27, 2015. The average of the high and low sale prices of Bunge's common shares on the NYSE on February 27, 2015 was $81.68. February 27, 2015 is the grant date of the stock options for purposes of ASC Topic 718. The stock options vest in three equal annual installments on each of the first three anniversaries of the date of grant and generally remain exercisable until the tenth anniversary of the date of grant.
      (4)
      This column shows the full grant date fair value of PBRSUs and stock optionsTBRSUs under ASC Topic 718 granted to the Named Executive Officers in 2015.718. Generally, the full grant date fair value is the amount the Companywe would expense in itsour financial statements over the award's vesting schedule.period. See Note 2426 to the audited consolidated financial statements in our Annual Report on Form 10-K regarding assumptions underlying valuation of equity awards.

      (4)

      TableRepresents the range of Contentsaward opportunity under a performance incentive for achievement in the annual RM&O incentive award for Messrs. Zachman and Dimopoulos. Mr. Zachman was awarded 50% of the risk component of $2,132,812 and Mr. Dimopoulos was awarded 50% of the risk component of $1,548,647, which was converted to restricted stock units on March 15, 2022 and will vest ratably on March 15, 2023, March 15, 2024 and March 15, 2025. These restricted stock units are at risk based on future performance of the Agribusiness value chains.

      (5)

      Amounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.0925 U.S. dollars per Swiss franc as of December 31, 2021.
      (6)Amounts shown have been converted from Brazilian real to U.S. Dollars at the exchange rate of 0.1771 U.S. dollars per Brazilian real as of December 31, 2021.
      57

      OUTSTANDING EQUITY AWARDS TABLE

      TABLE OF CONTENTS
      Outstanding Equity Awards Table
      The following table sets forth information with respect to all outstanding equity awards held by the Named Executive Officers as of December 31, 2015.

      2021.
                                       
      ​​​​​ ​​ ​ ​​ ​​​ ​ ​​ ​​​ ​ ​​ ​​ ​ ​​ ​​​ ​ ​​

      		      Option Awards (1)    Stock Awards (2)  
      ​  ​​ ​​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​ ​ ​​ ​​​ ​ ​​

       

      		 

      		   ​

      		Date of
      Grant


      		​





      		Number of
      Securities
      Underlying
      Unexercised
      Options
      (# Exercisable)






      		​





      		Number of
      Securities
      Underlying
      Unexercised
      Options
      (# Unexercisable)






      		​



      		Option
      Exercise
      Price
      ($)




      		​


      		Option
      Expiration
      Date



      		  ​

      		Date of
      Grant


      		​













      		Equity
      Incentive
      Plan
      Awards:
      Number of
      Unearned
      Shares,
      Units or
      Other
      Rights
      Held That
      Have Not
      Yet Vested
      (#)














      		​














      		Equity
      Incentive
      Plan
      Awards:
      Market or
      Payout
      Value of
      Unearned
      Shares,
      Units or
      Other
      Rights Held
      That Have
      Not Vested
      ($)














      		​
      ​  ​​ ​​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​ ​ ​​ ​​​ ​ ​​

      		 

      Soren Schroder

      		                              

      		      2/24/2006  3,333  —  $57.01  2/24/2016             

      		      2/27/2007  4,300  —  $80.06  2/27/2017             

      		      2/29/2008  4,350  —  $110.75  2/28/2018             

      		      3/13/2009  4,500  —  $51.61  3/13/2019             

      		      3/3/2010  25,000  —  $61.60  3/3/2020             

      		      3/2/2011  30,000  —  $71.20  3/2/2021             

      		      2/29/2012  37,500  —  $67.63  2/28/2022             

      		      3/5/2013  25,450  12,725  $74.33  3/5/2023    03/05/13(3) 26,907  $1,837,210  

      		      2/28/2014  37,500  75,000  $79.47  2/28/2024    02/28/14(4) 37,500  $2,560,500  

      		      2/27/2015  —  129,000  $81.68  2/27/2025    02/27/15(5) 43,000  $2,936,040  

      		 

      Andrew J. Burke

      		 

       

      		  
             		  
             		  
             		  
             		  
             		 

       

      		  
             		  
             		  
             		 

       

      		      2/24/2006  13,800  —  $57.01  2/24/2016             

      		      2/27/2007  12,500  —  $80.06  2/27/2017             

      		      2/29/2008  9,000  —  $110.75  2/28/2018             

      		      3/13/2009  14,000  —  $51.61  3/13/2019             

      		      3/3/2010  15,000  —  $61.60  3/3/2020             

      		      3/2/2011  30,000  —  $71.20  3/2/2021             

      		      2/29/2012  37,500  —  $67.63  2/28/2022             

      		      3/5/2013  20,000  10,000  $74.33  3/5/2023             

      		      2/28/2014  11,000  22,000  $79.47  2/28/2024    02/28/14(4) 11,000  $751,080  

      		      2/27/2015  —  33,300  $81.68  2/27/2025    02/27/15(5) 11,100  $757,908  

      		 

      Raul Padilla

      		    
      2/24/2006      		  
      15,000      		  
      —      		  
      $57.01      		  
      2/24/2016      		          
             		 

       

      		      2/27/2007  12,500  —  $80.06  2/27/2017             

      		      2/29/2008  9,000  —  $110.75  2/28/2018             

      		      3/13/2009  14,000  —  $51.61  3/13/2019             

      		      3/3/2010  15,000  —  $61.60  3/3/2020             

      		      3/2/2011  30,000  —  $71.20  3/2/2021             

      		      2/29/2012  37,500  —  $67.63  2/28/2022             

      		      3/5/2013  20,000  10,000  $74.33  3/5/2023             

      		      2/28/2014  11,000  22,000  $79.47  2/28/2024    02/28/14(4) 11,000  $751,080  

      		      2/27/2015  —  37,500  $81.68  2/27/2025    02/27/15(5) 12,500  $853,500  

      		 

      Brian Thomsen

      		 

       

      		  
             		  
             		  
             		  
             		  
             		 

       

      		  
             		  
             		  
             		 

       

      		      2/27/2007  4,800  —  $80.06  2/27/2017             

      		      2/29/2008  4,650  —  $110.75  2/28/2018             

      		      2/29/2012  2,100  —  $67.63  2/28/2022             

      		      3/5/2013  3,200  1,600  $74.33  3/5/2023             

      		      2/28/2014  1,700  3,400  $79.47  2/28/2024    02/28/14(4) 1,700  $116,076  

      		      5/1/2014  13,500  27,000  $76.40  5/1/2024    05/01/14(4) 13,500  $921,780  

      		      2/27/2015  —  33,300  $81.68  2/27/2025    02/27/15(5) 11,100  $757,908  

      		 

      Gordon Hardie

      		 

       

      		  
             		  
             		  
             		  
             		  
             		 

       

      		  
             		  
             		  
             		 

       

      		      2/29/2012  25,000  —  $67.63  2/28/2022             

      		      3/5/2013  13,334  6,666  $74.33  3/5/2023             

      		      2/28/2014  9,500  19,000  $79.47  2/28/2024    02/28/14(4) 9,500  $648,660  

      		      2/27/2015  —  33,300  $81.68  2/27/2025    02/27/15(5) 11,100  $757,908  
      Option Awards(1)
      Stock Awards(2)
      NameDate of GrantNumber of Securities Underlying Unexercised Options Exercisable
      (#)      		Number of Securities Underlying Unexercised Options Unexercisable
      (#)      		Option Exercise Price
      ($)      		Option Expiration DateEquity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested
      (#)      		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested
      ($)
      Gregory Heckman05/16/2019320,000160,000$53.4305/16/2029
      03/10/2020 (3)151,666303,334$42.7603/10/2030192,622$17,983,190
      03/15/2021(4)(9)204,743$19,114,806
      John Neppl06/03/2019 (5)5,078$474,082
      03/10/2020 (3)(6)12,16624,334$42.7603/10/203049,735$4,643,260
      03/15/2021(4)(9)40,744$3,803,860
      Brian Zachman03/12/2019 (7)18,3329,168$51.8903/12/20298,793$820,914
      03/10/2020 (3)(6)9,16618,334$42.7603/10/203037,031$3,457,214
      03/10/2020 (8)10,027$936,121
      03/15/2021(4)(9)31,065$2,900,228
      03/15/2021(10)27,288$2,547,608
      Christos Dimopoulos02/29/2012750—$67.6302/28/2022
      03/05/20131,800—$74.3303/04/2023
      02/28/20142,700—$79.4702/27/2024
      02/27/20153,450—$81.6802/26/2025
      03/01/20165,300—$50.0703/01/2026
      03/08/20176,500—$81.0003/08/2027
      02/28/20185,800—$75.9902/28/2028
      03/12/2019 (7)12,3326,168$51.8903/12/20296,043$564,174
      03/10/2020 (3)(6)6,00012,000$42.7603/10/203024,860$2,320,930
      03/10/2020(8)5,831$544,382
      03/15/2021(4)(9)20,371$1,901,837
      03/15/2021(10)17,635$1,646,404
      Raul Padilla02/29/201237,500—$67.6302/28/2022
      03/05/201330,000—$74.3303/04/2023
      02/28/201433,000—$79.4702/27/2024
      02/27/201537,500—$81.6802/26/2025
      03/01/201666,500—$50.0703/01/2026
      03/08/201751,000—$81.0003/08/2027
      02/28/201846,500—$75.9902/28/2028
      03/12/2019(7)27,33213,668$51.8903/12/202913,740$1,282,766
      03/10/2020 (3)(6)15,83331,667$42.7603/10/203064,554$6,026,761
      03/15/2021(4)(9)52,963$4,944,626

      Table of Contents(1)

      (1)
      Represents unexercised options as of December 31, 2015.2021. Options vest in one thirdone-third installments on the first, second and third anniversaries of their respective date of grant. All options have a 10 year10-year term.
      (2)
      Value of unvested restricted stock units using a share price of $68.28,$93.36, the closing price of Bungeour common shares on December 31, 2015.2021. PBRSUs for the 2013-20152019-2021 performance cycle are not included in the table, as they are considered earned as of December 31, 2015, and are reported in the Option Exercises and Stock Vested Table in this proxy statement. These awards were earned based2021. Includes dividend equivalents accrued on performance as of December 31, 2015 and are subject to continued service through March 5, 2016.
      outstanding restricted stock units.
      (3)
      Time based RSUs that fully vest on March 5, 2016.
      (4)
      Payment amount of the PBRSUs will be determined as of December 31, 20162022 based on satisfaction of performance targets for the 2014-20162020-2022 performance period. Awards are subject to continued service through the third anniversary of the date of grant (vesting date).
      (5)
      grant. Assumes maximum performance is attained.
      (4)Payment amount of the PBRSUs will be determined as of December 31, 20172023 based on satisfaction of performance targets for the 2015-20172021-2023 performance period. Awards are subject to continued service through the third anniversary of the date of grant (vesting date).grant. Assumes maximum performance is attained.

      58
      TABLE OF CONTENTS

      OPTION EXERCISES AND STOCK VESTED TABLE(5)TBRSUs that will vest 33% on each June 3 of 2020, 2021 and 2022, subject to continued service.

      (6)TBRSUs that will vest in full on March 10, 2023, subject to continued service.
      (7)TBRSUs that will vest in full on March 12, 2022, subject to continued service.
      (8)TBRSUs that will vest 33% on each March 30 of 2021, 2022 and 2023, subject to recovery base on future performance of the Agribusiness line.
      (9)TBRSUs that will vest in full on March 15, 2024, subject to continued service.
      (10)PBRSUs that will vest 33% on each March 15 of 2022, 2023 and 2024, subject to recovery base on future performance of Agribusiness line.
      Option Exercises and Stock Vested Table
      The following table sets forth information with respect to the exercise of stock options during 20152021 and vesting of restricted stock units during 2015.

      2021.
      ​​​ ​​ ​​ ​​ ​​ ​​ ​ ​

      		 Option AwardsStock Awards

      Name







      Number of
      Shares
      Acquired
      on
      Exercise
      (#)







      Value
      Realized
      Upon
      Exercise
      ($)






      Number of
      Shares
      Acquired
      on
      Vesting
      (#)







      ​



      		Value
      Realized
      Upon
      Vesting
      ($)

      Soren Schroder

      		6,617(1)$365,192

      Andrew J. Burke

      		11,400(2)$341,093(3)6,750(4)$554,783

      		5,200(1)$286,988

      Raul Padilla

      		13,500(2)$403,934(5)5,200(1)$286,988

      Brian Thomsen

      		  832(1)$45,918

      Gordon Hardie

      		3,484(1)$192,282
      Option AwardsStock Awards
      Name
       Number of Shares
      Acquired on
      Exercise
      (#)
       Value Realized
      Upon Exercise
      ($)      (1)
      Number of Shares
      Acquired on
      Vesting
      (#)(2)
      		Value Realized
      Upon
      Vesting
      ($)
      Gregory Heckman—$—212,170$22,927,090
      John Neppl—$—24,714$2,576,736
      Brian Zachman—$—34,752$3,613,539
      Christos Dimopoulos—$—23,680$2,446,952
      Raul Padilla30,000$209,90859,522$6,431,947
      (1)
      Represents PBRSUs awarded for the 2013-2015 performance period that settled on March 5, 2016. ValueThe value realized upon settlement was determined by multiplyingexercise is calculated as the product of (a) the number of our common shares acquired on vesting byfor which the averagestock options were exercised and (b) the excess of the high and low sale pricesmarket price of Bungeour common shares on March 4, 2016 ($55.19), the trading day prior to vest, as Bunge common shares were not traded on the vesting date. The amounts vested do not include additional shares acquiredNYSE upon the settlement of associated dividend equivalents in the amounts of: Mr. Schroder 357, Mr. Burke 279, Mr. Padilla 279, Mr. Thomsen 41, and Mr. Hardie 185.
      (2)
      Represents the total number of Bunge common shares acquired upon exercise of stock options. All stock options are exercised pursuant to trading plans established under Rule 10b5-1 of the 1934 Act.
      (3)
      Value realized upon exercise of stock options is based on the weighted average sales price of Bunge common shares acquired upon exercise of the applicable stock options on February 23, 2015 ($82.5804), minusoption over the applicable exercise price per share of the stock options ($52.66).
      (4)
      option.
      (2)Represents time based restricted stock unitsTBRSUs awarded in 2018, 2019 and 2020 that vested on March 5, 2015. Valuein whole or in part during 2021 and PBRSUs awarded in 2019 with a performance period ended December 31, 2021. The value realized upon vesting was determined by multiplying the number of shares acquired on vestingvested by the averagemarket price of the high and low sale prices of Bungeour common shares on March 5, 2015 ($82.19). The amount vested does not include an additional 319 shares acquired upon the settlement of associated dividend equivalents.
      (5)
      Value realized upon exercise of stock options is basedNYSE on the weighted average sales price of Bunge common shares acquired upon exercise of the applicable stock options on February 23, 2015 ($82.581), minus the exercise price of the stock options ($52.66).
      vesting date.


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      59

      PENSION BENEFITS TABLE

      TABLE OF CONTENTS
      Pension Benefits Table
      The following table sets forth pension benefit information for the Named Executive Officers with respect to each defined benefit pension plan in which such executive participates as of December 31, 2015.

      2021.    

      Name


      		Plan Name
      		Number of
      Years of
      Credited
      Service
      (#)




      		Present Value of
      Accumulated
      Benefits(1)
      ($)



      		Payments
      During Last
      Fiscal Year
      ($)

      Soren Schroder

      		 Pension Plan 10.1 $324,212 —

      		 SERP 10.1 $754,492 —

      		 Excess Plan 10.1 $1,715,447 —

      Andrew J. Burke

      		 Pension Plan 14.0 $611,335 —

      		 SERP 14.0 $886,212 —

      		 Excess Plan 14.0 $2,110,997 —

      Raul Padilla

      		 Pension Plan 3.8 $151,609 —

      		 SERP 3.8 $388,305 —

      		 Excess Plan 3.8 $807,528 —

      Brian Thomsen(2)

      		 Pension Plan — — —

      		 SERP — — —

      		 Excess Plan — — —

      Gordon Hardie

      		 Pension Plan 4.3 $134,294 —

      		 SERP 4.3 $114,037 —

      		 Excess Plan 4.3 $300,622 —
      NamePlan NameNumber of Years of
      Credited Service
      (#)
      Present Value of
      Accumulated Benefits
      ($)(1)
      		Payments During Last
      Fiscal Year
      ($)
      Gregory Heckman(2)
      		Pension Plan———
      SERP———
      Excess Plan———
      John Neppl(2)
      		Pension Plan———
      SERP———
      Excess Plan———
      Brian ZachmanPension Plan
      12.8(3)
      		$465,086—
      SERP———
      Excess Plan
      12.8(3)
      		$1,046,023—
      Christos Dimopoulos(2)
      		Pension Plan———
      SERP———
      Excess Plan———
      Raul PadillaPension Plan3.8$195,217—
      SERP3.8$493,252—
      Excess Plan3.8$1,025,790—
      (1)
      Amounts were calculated as of December 31, 2015,2021, using assumptions that were used for Bunge'sour audited consolidated financial statements based on the earliest age that an individual could receive an unreduced pension benefit. See Note 19 to the audited consolidated financial statements in the Form 10-K for material assumptions.
      (2)
      Mr. Thomsen isHeckman, Mr. Neppl and Mr. Dimopoulos do not a participantparticipate in the defined benefit plans.

      (3)

      Reflects credit for past Bunge service from August 1999 through May 2012.
      Retirement Plan Benefits

      RETIREMENT PLAN BENEFITS

      The Named Executive Officerslisted officers are eligible to receive retirement benefits under the Pension Plan,pension plan, the SERP and the Excess Benefit Plan.excess benefit plan. Information regarding each of these plans is set forth below.

      THE PENSION PLAN

      The Pension Plan
      The pension plan is a tax qualifiedtax-qualified retirement plan that covers substantially all of our U.S. basedU.S.-based salaried and non unionnon-union hourly employees. The Pension Planpension plan was closed to new hires as of January 1, 2018. The pension plan pays benefits at retirement to participants who terminate employment or retire from Bunge after meeting the eligibility requirements for a benefit. The Pension Planpension plan provides pension benefits based on: (i) the participant's highest average salary for 60 consecutive months within the 120 consecutive months prior to termination of employment ("final average salary") and (ii) the participant's length of service.

      A participant's annual benefit is calculated as (i) 1% of his or her final average salary multiplied by his or her years of benefit service and (ii) 0.5% of his or her final average salary over the average of the social security wage base multiplied by years of benefit service to a maximum of 35 years. For purposes of the Pension Plan,pension plan, average social security wage base means the average of the social


      Table of Contents

      security wage base during the 35 year35-year period preceding the participant's social security retirement age. For purposes of the Pension Plan,pension plan, a participant's salary for a year is deemed to include base salary and 50% of any award under our annual incentive plans for that year. Because the Pension Planpension plan is a tax qualifiedtax-qualified retirement plan, a participant's salary is restricted by the compensation limit imposed by the Internal Revenue Code. For 2015,2021, this salary limit was $265,000.$290,000. If a participant's salary exceeds this limit, such amounts are subject to the non tax qualifiednon-tax-qualified retirement plans described below.

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      TABLE OF CONTENTS
      Participants are entitled to an annual pension benefit for life, payable in equal monthly installments. Participants may earn increased pension benefits by working additional years. The normal retirement age under the Pension Planpension plan at which a participant may receive an unreduced normal retirement benefit is age 65.

      Participants who complete 10 or more years of service with the Company may elect to receive an early retirement benefit following attainment of age 55. Mr. Burke and Mr. Padilla are eligible to elect to receive an early retirement benefit. Benefits payable to a participant who retires between ages 60 and 62 are subject to a 0.4% reduction for each month before age 62 and a 0.5% reduction for each month between ages 55 and 59. Participants who have 10 years of service and retire on or after age 62 are eligible to receive an unreduced early retirement benefit.

      The present value estimates shown in the Pension Benefits Table assume payment in the form of a single life annuity of the Named Executive Officer'slisted officer's accrued benefit under the Pension Plan,pension plan, based on a participant's salary and service through December 31, 20152021 (the Pension Planpension plan measurement date for financial reporting purposes) and commencing on the earliest date that benefits are available unreduced. The present value assumes a discount rate of 4.7%3.05% and mortality as set forth in the Mercer Industry Longevity Experience Study generational annuitant onlyannuitant-only sex-distinct mortality table with no collar for the Consumer Goods and Food and Drink industry projected using the mortality improvementprojection scale implied by the Social Security Administration's rates of mortality.

      THE EXCESS BENEFIT PLAN

      mortality (MSS-2021).

      The Excess Benefit Plan
      The excess benefit plan, a non tax qualifiednon-tax-qualified retirement plan, is designed to restore retirement benefits that cannot be paid from the Pension Planpension plan due to the Internal Revenue Code limits described above. The benefit provided under the Excess Benefit Planexcess benefit plan will equal the difference between (i) the benefit that would have been earned under the Pension Plan,pension plan, without regard to any Internal Revenue Code limitations, and (ii) the actual benefit payable from the Pension Plan.pension plan. All Named Executive Officerslisted officers participating in the Pension Planpension plan are potentially eligible to participate in the Excess Benefit Plan,excess benefit plan, provided that their Pension Planpension plan benefits are limited by the Internal Revenue Code.

      Benefits payable under the Excess Benefit Planexcess benefit plan are payable to participants following termination of employment on the later of the first day of the month following the participant's (i) six month anniversary of termination of employment or (ii) 65th birthday, or if the participant has 10 years of service, the first day of the month following the participant's 62nd birthday, in accordance with the applicable restrictions set forth in Section 409A of the Internal Revenue Code. All amounts under the Excess Benefit Planexcess benefit plan are paid out of the Company's general assets.


      Table of Contents

      The present value estimates shown in the Pension Benefits Table for accumulated benefits under the Excess Benefit Planexcess benefit plan are determined using the same payment, discount rate and mortality assumptions as were used to estimate the values shown for the Pension Plan.

      THE pension plan.

      SERP

      We have adopted thea SERP, a non tax qualifiednon-tax-qualified retirement plan, to attract, retain and reward certain key employees whose benefits under the Pension Planpension plan and the Excess Benefit Planexcess benefit plan are limited by the definition of compensation in the Pension Planpension plan and further limited by the Internal Revenue Code. The Board designates those key employees who are eligible to participate in the SERP.

      A participant's SERP benefit equals the amount that his or her benefit would equal if the Pension Planpension plan (i) included 100% of such participant's bonus compensation when calculating his or her benefit and (ii) was administered without regard to any Internal Revenue Code limitation over any amounts payable to such participant under the Pension Planpension plan and/or Excess Benefit Plan,excess benefit plan, as applicable.

      Benefits payable under the SERP are paid coincident with and in the same distribution form and manner as the payment of the participant's benefit under the Excess Benefit Plan,excess benefit plan, subject to applicable restrictions set forth in Section 409A of the Internal Revenue Code. All amounts under the SERP are paid out of the Company's general assets.

      The present value estimates shown in the Pension Benefits Table for accumulated benefits under the SERP are determined using the same payment, discount rate and mortality assumptions as were used to estimate the values shown for the Pension Plan.

      pension plan.


      61

      NON QUALIFIED DEFERRED COMPENSATION TABLE

      TABLE OF CONTENTS
      Nonqualified Deferred Compensation Table
      The following table sets forth certain information with respect to our nonqualified deferred compensation plans in which the Named Executive Officers participate as of December 31, 2015.

      2021.

      ​

      		 ​  ​Nonqualified Deferred Compensation 

      Name




      		​



      		Executive
      Contributions
      in Last FY
      ($)



      		​



      		Registrant
      Contributions
      in Last FY
      ($)



      		​



      		Aggregate
      Earnings in
      Last FY
      ($)



      		​



      		Aggregate
      Withdrawals/
      Distributions
      ($)



      		​


      		Aggregate
      Balance at
      Last FYE
      ($)      		 

      Soren Schroder

      		  —  $36,267(1) –$542  —  $88,231 

      Andrew J. Burke

      		  —  $18,433(1) $2,810  —  $245,975 

      Raul Padilla

      		  —  —  $392  $668,000(2) $383,859 

      Brian Thomsen(3)

      		  $1,336,687(4) —  $4,786  $3,089,833(5) $2,497,366 

      Gordon Hardie

      		  —  —  —  —  — 
      Nonqualified Deferred Compensation
      NamePlan Name
       Executive
      Contributions
      in Last FY
      ($)
       Registrant
      Contributions
      in Last FY
      ($)      (1)
       Aggregate
      Earnings in
      Last FY
      ($)
       Aggregate
      Withdrawals/
      Distributions
      ($)      (2)
       Aggregate
      Balance at
      Last FYE
      ($)
      Gregory HeckmanExcess Contribution Plan$—$234,524$22,361$—$367,947
      Supplemental Excess Contribution Plan$—$78,902$3,846$—$82,748
      John NepplExcess Contribution Plan$—$69,997$16,721$—$137,260
      Supplemental Excess Contribution Plan$—$12,187$1,239$—$13,425
      Brian ZachmanExcess Contribution Plan$—$115,234$32,442$—$239,028
      Supplemental Excess Contribution Plan$—$42,530$4,398$—$46,928
      RM&O Deferral$—$—$—$58,859$117,721
      Christos Dimopoulos(3)
      		RM&O Deferral$—$—$—$37,048$74,100
      Raul PadillaExcess Contribution Plan$—$—$10,564$—$126,786
      (1)
      The amount set forth is included in the "All Other Compensation" column of the Summary Compensation Table on page 5755 of this proxy statement.
      (2)
      RepresentsFor Messrs. Zachman and Dimopoulos, includes a portion of the supplemental annual incentive awards previously made to Mr. PadillaRM&O award for performance years 2012year 2019 that was mandatorily deferred and 2013 that were mandatorily deferred. This amount was paid on March 31, 2015.
      15, 2021.
      (3)
      Amounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.00731.0925 U.S. dollars per Swiss franc as of December 31, 2015.
      (4)
      The amount set forth represents2021.
      401(k) Plan
      We sponsor a portion of the 2015 supplemental annual performance-based cash award mandatorily deferred and included in the "Non Equity Incentive Plan Compensation" column of the Summary Compensation Table on page 57 of this proxy statement. The amount is payable in two installments on March 31, 2017 and March 31, 2018, subject to reduction or forfeiture in the event of (i) a cumulative annual risk management loss for the agribusiness product lines during the deferral period; (ii) Mr. Thomsen's resignation of employment for any reason; or (iii) Mr. Thomsen's termination of employment for "cause."
      (5)
      Represents a portion of the supplemental annual incentive awards previously made to Mr. Thomsen for performance years 2012 and 2013 that were mandatorily deferred. This amount was paid on March 31, 2015.

      Table of Contents

      401(K) PLAN

      The Company sponsors the 401(k) Plan, a tax qualifiedtax-qualified retirement plan that covers substantially all of Bunge's U.S. basedU.S.-based salaried and non unionnon-union hourly employees. Participants may contribute up to 50% of their compensation on a before taxbefore-tax basis into their 401(k) Plan accounts. In addition, the Company matcheswe match an amount equal to 100% for each dollar contributed by participants on the first 3% of their regular earnings and 50% for each dollar contributed on the next 2% of their regular earnings.

      Because the 401(k) Plan is a tax qualifiedtax-qualified retirement plan, the Internal Revenue Code limits the "additions" that can be made to a participant's 401(k) plan account each year (for 2015, $53,000)2021, $64,500 including catch-up contributions). "Additions" include Company matching contributions and before taxbefore-tax contributions made by a participant. In addition, the Internal Revenue Code limits the amount of annual compensation that may be taken into account in computing benefits under the 401(k) Plan. In 2015,2021, this compensation limit was $265,000.$290,000. Participants may also direct the investment of their 401(k) Plan accounts into several investment alternatives, including a Bunge common share fund.

      EXCESS CONTRIBUTION PLAN

      The Company sponsors the

      Excess Contribution Plan
      We sponsor an excess contribution plan, which is a non tax qualifiednon-tax-qualified defined contribution plan that is designed to restore retirement benefits that cannot be paid from the 401(k) Plan due to Internal Revenue Code limits. Participants in the 401(k) Plan are eligible to participate in the Excess Contribution Plan,excess contribution plan, provided that their 401(k) Plan benefits are limited by the Internal Revenue Code.

      The amounts shown as "Registrant Contributions" represent Company matching contributions made under the Excess Contribution Planexcess contribution plan to the Named Executive Officerslisted officers and are also reported in the "All Other Compensation" column of the Summary Compensation Table. The benefit provided under the Excess Contribution Planexcess contribution plan is equal to the difference between the benefit that would have been earned under the 401(k) Plan, without regard to any Internal Revenue Code limits, and the actual benefit provided under the 401(k) Plan. A Participant'sparticipant's account balance is credited with the same investment return as the investment alternatives he or she selected under the 401(k) Plan (including the Bunge common share fund).

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      TABLE OF CONTENTS
      Payments are made from the Company'sour general assets in a lump sum cash payment following a participant's termination of employment, subject to applicable restrictions set forth in Section 409A of the Internal Revenue Code.

      BUNGE LIMITED EMPLOYEE DEFERRED COMPENSATION PLAN (THE "DEFERRED COMPENSATION PLAN")

      Supplemental Excess Contribution Plan
      We sponsor a supplemental excess contribution plan, which is an unfunded, non-tax-qualified defined contribution plan that is designed to supplement retirement benefits for designated employees whose participation in the 401(k) Plan is limited due to Internal Revenue Code limits. The Human Resources and Compensation Committee of the Board designates those key employees who are eligible to participate in the supplemental excess contribution plan, provided that their 401(k) Plan benefits are limited by the Internal Revenue Code.
      The amounts shown as "Registrant Contributions" represent Company matching contributions made under the supplemental excess contribution plan to the listed officers and are also reported in the "All Other Compensation" column of the Summary Compensation Table. The benefit provided under the supplemental excess contribution plan is equal to the difference between the benefit that would have been earned under the 401(k) Plan, without regard to any Internal Revenue Code limits, and the actual benefit provided under the 401(k) Plan. A participant's account balance is credited with the same investment return as the investment alternatives he or she selected under the 401(k) Plan (including the Bunge common share fund).
      Payments are made from our general assets in a lump sum cash payment following a participant's termination of employment, subject to applicable restrictions set forth in Section 409A of the Internal Revenue Code.
      Deferred Compensation Plan
      We maintain a deferred compensation plan, which is a non tax qualifiednon-tax-qualified deferred compensation plan that is designed to provide participants with an opportunity to defer receipt of current income into the future on a tax deferredtax-deferred basis. Amounts deferred into the Deferred Compensation Plandeferred compensation plan are shown as "Executive Contributions" and are reported in the Summary Compensation Table and, in the case of PBRSUs, have previously been reported.


      Table of Contents

      Eligible employees (including the Named Executive Officers)listed officers) who meet the minimum base salary level may participate in the Deferred Compensation Plan.deferred compensation plan. For 2015,2021, the minimum base salary level required to participate in the Deferred Compensation Plandeferred compensation plan was $265,000.

      $290,000.

      The Deferred Compensation Plandeferred compensation plan allows participants to voluntarily defer from 1% to 10% of their base salary and 10% to 100% of their annual incentive compensation and PBRSUs. Gains and losses are credited based on a participant's election of a variety of deemed investment choices.

      Subject to the applicable restrictions set forth in Section 409A of the Internal Revenue Code, a Participantparticipant may elect to defer receipt of income for any period not less than 36 months from the date of deferral and will receive a distribution of his or her account following the end of his or her elected deferral period or death. Subject to applicable restrictions set forth in Section 409A of the Internal Revenue Code, participants may elect to receive payment of their deferred account balance in a lump sum or in up to 25 annual installments. Distributions of a participant's account are made in cash and from Bunge'sour general assets.

      Potential Payments Upon Termination of Employment or Change of Control

      POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL

      The Company hasWe have entered into certain agreements and maintainsmaintain certain plans that will require us to provide compensation to the Named Executive Officerslisted officers in the event of certain terminations of employment. The amount of compensation payable to the Named Executive Officerlisted officer in each situation is shown in the table below. The amounts assume that the respective termination of employment event occurred on December 31, 2015.

      2021.

      These amounts are estimates only and do not necessarily reflect the actual amounts that would be paid to the Named Executive Officers,listed officers, which would only be known at the time that they become eligible for payment. The amounts are in addition toto: (i) vested or accumulated benefits generally under Bunge'sour defined benefit pension plans, 401(k) plans, and non qualifiednonqualified deferred compensation plans, which are set forth in the disclosure tables above; (ii) benefits paid by insurance providers under life and disability insurance policies; and (iii) benefits generally available to U.S.U.S.-based salaried employees, such as accrued vacation.

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      TABLE OF CONTENTS
      Unless stated otherwise, the value of unvested and accelerated stock options shown in the tables below have been determined by multiplying (i) the number of unvested stock options that would have been accelerated by (ii) the difference between (x) the exercise price of the stock option and (y) $93.36, which was the averageclosing price of the high and low sale prices of Bunge'sour common shares on December 31, 2015 ($68.51).2021. Likewise, the value of unvested restricted stock unit awards shown in the tables below have been determined by multiplying (i) the number of unvested restricted stock units that would have been accelerated by (ii) the averageclosing price of the high and low sale prices of Bunge'sour common shares on December 31, 2015.


      Table of Contents

      2021.

      Name













      Executive Benefits and Payments
      Upon Termination
      (1)











      		Death, Disability or
      Retirement
      ($)











      		Termination without
      Cause or Resignation
      for Good Reason
      ($)










      		Change of Control
      followed by
      Termination
      without Cause or
      Resignation for
      Good Reason
      ($)

      Soren Schroder

      		 

      Cash Compensation(2)

      		      

      		 

        Severance

      		 — $5,660,000 $10,140,000

      		 

        ProRata Annual Incentive Plan Award

      		 — — —

      		 

        Medical Continuation

      		 — $7,244 $21,731

      		 

      Equity Incentive Plan(3)

      		      

      		 

        Performance-Based Restricted Stock Units

      		      

      		 

      2014-2016

      		 $1,574,322 $2,569,125 $2,569,125

      		 

      2015-2017

      		 — $2,945,930 $2,945,930

      		 

        Stock Options Unvested and Accelerated

      		 — — —

      		 

        Time-Based RSUs Unvested and Accelerated

      		 — $1,843,399 $1,843,399

      		 

      Total

      		 $1,574,322 $13,025,698 $17,520,185

      Andrew J. Burke

      		 

      Cash Compensation(4)

      		      

      		 

        Severance

      		 — $1,450,000 —

      		 

        ProRata Annual Incentive Plan Award

      		 — — —

      		 

      Equity Incentive Plan(3)

      		      

      		 

        Performance-Based Restricted Stock Units

      		      

      		 

      2014-2016

      		 $461,801 $461,801 —

      		 

      2015-2017

      		 — — —

      		 

        Stock Options Unvested and Accelerated

      		 — — —

      		 

        Time-Based RSUs Unvested and Accelerated

      		 — — —

      		 

      Total

      		 $461,801 $1,911,801 —

      Raul Padilla

      		 

      Cash Compensation(5)

      		      

      		 

        Severance

      		 — $1,740,870 —

      		 

        ProRata Annual Incentive Plan Award

      		 — — —

      		 

      Equity Incentive Plan(3)

      		      

      		 

        Performance-Based Restricted Stock Units

      		      

      		 

      2014-2016

      		 $461,801 $461,801 —

      		 

      2015-2017

      		 — — —

      		 

        Stock Options Unvested and Accelerated

      		 — — —

      		 

        Time-Based RSUs Unvested and Accelerated

      		 — — —

      		 

      Total

      		 $461,801 $2,202,671 —

      Brian Thomsen

      		 

      Cash Compensation(6)

      		      

      		 

        Severance

      		 — $2,014,600 —

      		 

        ProRata Annual Incentive Plan Award

      		 — — —

      		 

      Equity Incentive Plan(3)

      		      

      		 

        Performance-Based Restricted Stock Units

      		      

      		 

      2014-2016

      		 $585,757 $585,757 —

      		 

      2015-2017

      		 — — —

      		 

        Stock Options Unvested and Accelerated

      		 — — —

      		 

        Time-Based RSUs Unvested and Accelerated

      		 — — —

      		 

      Total

      		 $585,757 $2,600,357 —
      Name / Event of TerminationCash Severance
      ($)      		Continuation of Benefits
      ($)      		Accelerated Vesting of Equity
      ($)      		Excise Tax Gross-up or Cut-back
      ($)
      Total
      ($)(1)(2)(3)
      Gregory Heckman(4)
      Termination "For Cause"$—$—$—$—$—
      Termination "Without Cause" or "For Good Reason"$6,240,000$25,588$24,902,004$—$31,167,592
      Termination Related to Change of Control$6,240,000$25,588$35,402,536$—$41,668,124
      Death, Disability or Retirement$—$—$28,912,321$—$28,912,321
      John Neppl(5)
      Termination "For Cause"$—$—$—$—$—
      Termination "Without Cause" or "For Good Reason"$1,400,000$—$3,039,544$—$4,439,544
      Termination Related to Change of Control$2,800,000$—$4,680,466$—$7,480,466
      Death, Disability or Retirement$—$—$4,537,279$—$4,537,279
      Brian Zachman(6)
      Termination "For Cause"$—$—$—$—$—
      Termination "Without Cause" or "For Good Reason"$1,300,000$—$3,427,532$—$4,727,532
      Termination Related to Change of Control$2,600,000$—$7,487,847$—$10,087,847
      Death, Disability or Retirement$—$—$4,180,468$—$4,180,468
      Christos Dimopoulos(7)
      Termination "For Cause"$—$—$—$—$—
      Termination "Without Cause" or "For Good Reason"$1,638,750$—$2,296,255$—$3,935,005
      Termination Related to Change of Control$3,277,500$—$4,888,592$—$8,166,092
      Death, Disability or Retirement$—$—$2,816,824$—$2,816,824
      Raul Padilla(8)
      Termination "For Cause"$—$—$—$—$—
      Termination "Without Cause" or "For Good Reason"$1,055,900$—$5,741,235$—$6,797,135
      Termination Related to Change of Control$2,111,800$—$9,016,954$—$11,128,754
      Death, Disability or Retirement$—$—$7,086,478$—$7,086,478

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      Gordon Hardie

      		 

      Cash Compensation(7)

      		      

      		 

        Severance

      		 — $1,400,000 —

      		 

        ProRata Annual Incentive Plan Award

      		 — — —

      		 

      Equity Incentive Plan(3)

      		      

      		 

        Performance-Based Restricted Stock Units

      		      

      		 

      2014-2016

      		 $398,828 $398,828 —

      		 

      2015-2017

      		 — — —

      		 

        Stock Options Unvested and Accelerated

      		 — — —

      		 

        Time-Based RSUs Unvested and Accelerated

      		 — — —

      		 

      Total

      		 $398,828 $1,798,828 —
      (1)
      Total does not include vested amounts or accumulated benefits through December 31, 2015,2021, including vested stock options, accumulated retirement benefits and amounts under deferred compensation plans, as those amounts are set forth in the disclosure tables above. Benefits
      (2)PBRSUs for the 2019-2021 performance cycle are not specifically triggered upon a changeincluded in control for Named Executive Officers other than the CEO.

      (2)
      For purposestable, as they are considered earned as of this table, Mr. Schroder's compensation for 2015 is as follows: base salary equal to $1,300,000 and a target annual bonus equal to $2,080,000.

      December 31, 2021.
      (3)
      For disclosure purposes only, we have assumed that target performance measures were achieved for performance basedperformance-based awards as of December 31, 2015.

      2021.
      (4)
      Mr. Heckman's severance terms are summarized in the Heckman Employment Agreement, on page 65 of this proxy statement.
      (5)For purposes of this table, Mr. Burke'sNeppl’s compensation for 20152021 is as follows: base salary equal to $725,000$700,000 and a target annual bonus equal to $725,000.$700,000. Pursuant to Mr. Burke'sNeppl’s employment offer letter dated December 4, 2001, as amended,May 7, 2019, if his employment is terminated under circumstances that would callby the Company without “Cause” or he resigns for severance pay under the Company's severance program,“Good Reason,” he is entitled to the greater of (i) the standard severance benefits of the Company at the time of termination or (ii) a payment equivalentequal to 12 months of his then base salary, plus 12 months of his target AIP award. In addition, if the termination is not performance related, Mr. BurkeNeppl will receive his pro ratedprorated AIP award for the year in which his employment is terminated.terminated based on the Company and individual performance goals achieved for the performance period. Such benefits would be contingent upon delivery of a release of any employment related claims against the Company in a form mutually agreeable to Mr. BurkeNeppl and the Company.

      (5)
      (6)For purposes of this table, Mr. Zachman's compensation for 2021 is as follows: base salary equal to $650,000 and a target annual bonus equal to $650,000. Pursuant to Mr. Zachman's employment offer letter dated December 28, 2018, if his employment is terminated by the Company without “Cause” or he resigns for “Good Reason,” he is entitled to a payment equal to 12 months of his then base salary, plus 12 months of his target AIP award. Such benefits would be contingent upon delivery of a release of any employment related claims against the Company in a form mutually agreeable to Mr. Zachman and the Company.
      (7)For purposes of this table, Mr. Dimopoulos’s compensation for 2021 is as follows: base salary equal to $655,500 and a target annual bonus equal to $983,250. Pursuant to Mr. Dimopoulos’s offer letter dated October 29, 2018, if his employment is terminated by the Company without “Cause,” he is entitled to a payment equal to 12 months of his then salary, plus 12 months of his target AIP award. In addition,
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      TABLE OF CONTENTS
      Mr. Dimopoulos will receive his prorated AIP award for the year in which his employment is terminated based on the Company and individual performance goals achieved for the performance period. Such benefits would be contingent upon delivery of a release of any employment related claims against the Company in a form mutually agreeable to Mr. Dimopoulos and the Company. Amounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.0925 U.S. dollars per Swiss franc as of December 31, 2021.
      (8)For purposes of this table, Mr. Padilla's compensation for 20152021 is as follows: base salary equal to $870,435$745,341 and a target annual bonus equal to $870,435.$310,559. Pursuant to Mr. Padilla's employment offer letter effective as ofdated July 1, 2010, if his employment is terminated under circumstances that would call for severance pay under the Company's severance program, he is entitled to the greater of (i) the standard severance benefits of the Company at the time of termination or (ii) a payment equivalent to 12 months of his then base salary, plus 12 months of his target AIP award. In addition, if the termination is not performance related, Mr. Padilla will receive his pro ratedprorated AIP award for the year in which his employment is terminated. Such benefits would be contingent upon delivery of a release of any employment related claims against the Company in a form mutually agreeable to Mr. Padilla and the Company.

      (6)
      For purposes Amounts shown have been converted from Brazilian reals to U.S. dollars at the exchange rate of this table, 0.1771 U.S. dollars per Brazilian real as of December 31, 2021.
      Additional Information Regarding Potential Payments Upon Termination of Employment or Change of Control
      Heckman Employment Agreement
      Mr. Thomsen's compensation for 2015 is as follows: base salary equal to $805,840 and a target annual bonus equal to $1,208,760. Pursuant to Mr. Thomsen'sHeckman’s employment offer letteragreement, effective April 11, 2014, if his employment is terminated under circumstances25, 2019, will end on April 25, 2022; provided, that would callthe term will be extended for severance pay under the Company's severance program, he is entitledadditional one-year periods unless either party provides written notice not to extend within 90 days prior to the greater of (i) the standard severance benefits of the Company at the time of termination or (ii) a payment equivalent to 12 months of his then base salary, plus 12 months of his target AIP award. In addition, if the termination is not performance related, Mr. Thomsen will receive his pro rated AIP award for the yearexpiration date.
      The agreement provides that in which his employment is terminated. Such benefits would be contingent upon delivery of a release of any employment related claims against the Company in a form mutually agreeable to Mr. Thomsen and the Company.

      (7)
      For purposes of this table, Mr. Hardie's compensation for 2015 is as follows: base salary equal to $700,000 and a target annual bonus equal to $700,000. Pursuant to Mr. Hardie's offer letter effective June 14, 2011, if his employment is terminated under circumstances that would call for severance pay under the Company's severance program, he is entitled to the greater of (i) the standard severance benefits of the Company at the time of termination or (ii) a payment equivalent to 12 months of his then base salary, plus his target AIP award. In addition, if the termination is not performance related, Mr. Hardie will receive his pro rated AIP award for the year in which his employment is terminated. Such benefits would be contingent upon delivery of a release of any employment related claims against the Company in a form mutually agreeable to Mr. Hardie and the Company.

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      ADDITIONAL INFORMATION REGARDING POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL

      Schroder Employment Agreement

      On February 6, 2013, Bunge entered into an employment agreement with Mr. Schroder in connection with his promotion to CEO.

      In the event of Mr. Schroder'sHeckman’s termination without "Cause"“Cause” or his resignation for "Good Reason" before a "Change of Control,"“Good Reason,” his severance will be equal to:

      •
      two times the sum of the highest base salary paid to him over the two year12-month period immediately prior to his termination of employment and his target annual incentive bonus for the average ofyear in which the annual cash bonus paid over such two year period,termination occurs, payable in monthly installments over 24 months (the "severance period"(“the severance period”);
      •
      a lump sum payment equal to a pro rata portion of the annual incentive bonus he would have been entitled to receive for the performance period had he remained employed;
      •
      continuation, at his own expense,retirement treatment with respect to any vesting or service condition under any outstanding equity-based awards;
      •reimbursement of COBRA benefits for up to 18 months (to cease if Mr. Heckman becomes eligible for group health and medical insurance coveragebenefits under COBRAa plan of a new employer); and if he is not eligible under the Company's retiree medical plan, a payment equal to the after tax cost of obtaining coverage for the period between the end of the COBRA continuation period and the completion of the applicable severance period; provided, however, if he is eligible under the retiree medical plan and elects to immediately begin his benefit under the Company's pension plan, in lieu of such continuation coverage, he shall be eligible to enroll in the retiree medical plan at his own expense;
      •
      immediate vesting of entitlement to receive retiree medical and life insurance coverage offered to senior executives (if any);
      •
      immediate vesting of any service or performance requirements (to the extent performance is satisfied as of termination) in respect of any equity based award; and
      •
      without duplication of the above, any other benefits due to other senior executives upon termination.

      In the event of Mr. Schroder'sHeckman's resignation for Good Reason"Good Reason" or termination without Cause"Cause" during a "Change of Control Period,"” he will be entitled to the same severance benefit as set forth above, except that for purposes of determining the payment amountany vesting or service condition under any outstanding equity-based awards will be deemed fully satisfied (with any performance-based requirements to be deemed satisfied at target) and any stock options shall remain exercisable for the severance period,remainder of their term.
      If Mr. Heckman is terminated for "Cause" or resigns without "Good Reason," he is eligible to receive only any unpaid but accrued base salary, accrued but unused paid time off, and reimbursement of incurred and unreimbursed expenses.
      If Mr. Heckman's employment terminates due to his death or “Disability," he (or, if applicable, his estate) will be entitled to any unpaid but accrued base salary, accrued but unused paid time off, reimbursement of incurred and unreimbursed expenses, and unpaid but earned annual incentive bonus. In addition, he (or his estate) will be entitled to receive three times the sum of the highest base salary paid to him over the three year period immediately prior to his termination and the target annual cash bonus in effect at the time of his termination, payable in monthly installments over a 36 month period.

      If Mr. Schroder's employment terminates due to "Disability," he will be entitled to his pro rata bonus due for the year in which such death or Disability occurs.

      If

      Mr. Schroder's employment terminates dueHeckman has also agreed to his death, his estate is entitled to his pro rata bonus due for the year in which his death occurs.

      As a condition to receiving the severance benefits, Mr. Schroder will continue to be bound by the terms of the non competitionnon-competition and non-solicitation provisions contained in the employment agreementcovenants that will apply for 18at least 24 months following the date of his termination of employment forand customary confidentiality restrictions. In the event that Mr. Heckman breaches any reason and byof the terms of


      Table of Contents

      the confidentiality provision indefinitely.covenants, we may cease any further severance payments. Mr. SchroderHeckman must also execute and deliver a general mutual release of claims against the Company and its subsidiaries.

      Company.

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      TABLE OF CONTENTS
      The following definitions are provided in Mr. Schroder'sHeckman's employment agreement for certain of the terms used in this description:

      "Cause" means Mr. Schroder'sHeckman's termination of employment by the Company for any of the following reasons: (a) any willful act or omission or any act of gross negligence that constitutes a material breach of the agreement; (b) willful and continued failure or refusal to substantially perform his duties (other than any such failure resulting from his disability or incapacity), provided that Bunge’s failure to achieve performance or strategic targets, goals or initiatives shall not be the sole factor in determining his failure to substantially perform his duties; (c) willful and material violation of any law or regulation applicable to the Company and its subsidiaries that could reasonably be expected to have an adverse impact on its business or reputation; (d) conviction of, or a plea of nolo contendere to, a felony, or any misdemeanor or similar offense involving moral turpitude (other than any traffic-related offense); (d) any willful fraud;commission of any act of fraud, forgery, theft (unless de minimis), misappropriation or (d)embezzlement; or (e) any other willful misconduct that is materially injurious to the financial condition, business or reputation of, or is otherwise materially injurious to, the CompanyBunge and its subsidiaries.

      "Good Reason" means a resignation by Mr. SchroderHeckman for any of the following reasons: (a) a failure to pay material compensation that is due and payable; (b) a material diminution in his total direct compensation; (c) a material diminution of his authority, responsibilities or positions under the agreement; (c) the occurrence(d) any relocation at Bunge’s request of acts or conduct that prevent or substantially hinder him from performing his duties or responsibilities; or (d) if immediately prior to the Change of Control Period, his principal place of employment is located within the metropolitan New York area, any relocation during the Change of Control Periodto a location more than 50 miles outside of his principal place of employment; and (e) any material breach by Bunge of its obligations to him under the metropolitan New York area.

      agreement or any other material written agreement.

      "Disability" means a medically determinable physical or mental disability or infirmity, as determined by a physician selected by the Company,impairment that prevents (or, in the opinion of such physician, is reasonably expectedhas rendered Mr. Heckman unable to prevent) the normal performance of duties as an employeesubstantially perform each of the Companyessential duties of his position for anya continuous period of not less than 180 days or for 180 days during any one 12 month period.

      days.

      "Change of Control" means the occurrence of any of the following events: (a) the acquisition by any person of 35% or more of the Company'sBunge's common shares; (b) a merger, amalgamation or consolidation of Bunge, a disposition of all or substantially all of Bunge's assets or the acquisition of assets of another corporation, except if it would result in continuity of Bunge's shareholders of more than 50% of the then outstanding common shares and outstanding voting securities, as the case may be; or (c) a change in a majority of the members of the Board of Directors without approval of the existing Board members; or (c) a merger, amalgamation or consolidation of the Company, a disposition of all or substantially all of the Company's assets or the acquisition of assets of another corporation, except if it would result in continuity of the Company's shareholders of more than 50% of the then outstanding common shares and outstanding voting securities, as the case may be.

      members. 

      "Change of Control Period" means the period beginning on the date of the Change of Control and ending 3024 months later, and can include the 12 month12-month period immediately preceding such Change of Control, if Mr. SchroderHeckman is terminated without Cause during this 12 month12-month period and there is a reasonable basis to conclude such termination was at the request or direction of the acquirer.

      Change of Control Severance Agreements
      We have change of control severance agreements with each of the NEOs, other than Mr. Heckman and Mr. Neppl, whose existing employment agreement and offer letter, respectively, contain a change of control provision. The change of control severance agreements provide for cash severance benefits in the event that an executive’s employment is terminated by us or a successor without “cause” or by the executive for “good reason,” in each case before the second anniversary of a “change of control” of the Company, as those terms are defined in the agreements.
      The change of control severance agreements provide that, upon a qualifying termination, the executive would be entitled to a lump sum payment equal to (i) 24 months of the executive’s base salary in effect immediately prior to the termination date, and (ii) an amount equal to two times the executive’s annual target bonus for the year in which the termination occurs.
      In addition, the executive will be entitled to receive accelerated vesting of all outstanding equity awards, with any stock options remaining exercisable for the remainder of their full term, and with unvested performance-based equity awards deemed vested at the greater of (i) actual performance or (ii) target levels with respect to performance goals or other vesting criteria.
      As a condition to receiving the severance benefits, an executive must timely execute and deliver a general release of claims against the Company. Executives are bound by an 18-month non-competition covenant. The agreements do not provide for a tax gross-up.

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      Equity Acceleration Under the Equity Incentive Plans
      Under the 2009 Equity Incentive Plan

      Under and the 20092016 Equity Incentive Plan, a participant's equity award will be subject to the following treatment upon a termination of employment (except as otherwise may be provided under an individual award agreement or employment agreement):

      •
      In the event of a termination of employment due to death, disability or Retirement (defined as terminationretirement (age 65 or age 55 with 10 years of employment after attaining age 65)service), an individual's stock options granted (i) under the 2009 Equity Incentive Plan will become fully vested and immediately exercisable.exercisable and (ii) under the 2016 Equity Incentive Plan will vest pro rata through the date of termination. Disability has the same meaning as under the Company long termour long-term disability plan for all awards except incentive stock options, for which disability means permanent and total disability within the meaning of Section 22(e)(3) of the Internal Revenue Code.
      •
      In the event of a termination of employment without Cause or upon early retirement (as defined under Bunge's retirement policies),"cause," all stock options granted (i) under the 2009 Equity Incentive Plan that would have vested in the 12 month12-month period following termination of employment will immediately vest and become exercisable.

      exercisable and (ii) under the 2016 Equity Incentive Plan will vest pro rata through the date of termination.

      Generally, for all terminations of employment other than for Cause or voluntary resignation, all performance based restricted stock unitTBRSU and PBRSU awards vest pro rata through the date of termination (though(for PBRSUs, subject to satisfaction of applicable performance goals and a minimum one yearone-year service period).

      The

      Upon a change of control of the Company, outstanding equity awards under the 2009 Equity Incentive Plan does not include any provisions requiring accelerated vesting in connection with a change of control.

      SHARE OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS

      The following table sets forth information regarding the beneficial ownership of our common shares by each member of our Board, each executive officer and our directors and executive officers as a group as of March 10, 2016, based on 141,146,199 shares issued and outstanding.

      All holders of our common shares are entitled to one vote per share on all matters submitted to a vote of holders of common shares, and the voting rights attached to common shares held by our directors, executive officers or major shareholders do not differ from those that attach to common shares held by any other holder.


      Table of Contents

      Under Rule 13d-3 of the Exchange Act, "beneficial ownership" includes shares for which the individual, directly or indirectly, has or shares voting or investment power, whether or not the shares are held for the individual's benefit.

      ​

      		 ​Amount and Nature of Beneficial Ownership

      ​

      		 ​  ​
      		(Number of Shares)
      		 

      Beneficial Owner


      		​

      		Direct or
      Indirect(1)

      		​


      		Voting or
      Investment
      Power(2)


      		​

      		Right to
      Acquire(3)

      		Percent of
      Class

      Soren Schroder

      		  50,696  —  261,825 *

      Ernest G. Bachrach

      		  57,117  —  17,936(4)*

      Enrique H. Boilini

      		  57,117  —  5,500 *

      Carol M. Browner

      		  3.156  —  — *

      Paul Cornet de Ways-Ruart

      		  —  107,700  — *

      Bernard de La Tour d'Auvergne Lauraguais

      		  444,285  3(5) — *

      William Engels

      		  21,355  —  — *

      Andrew Ferrier

      		  6,592  —  — *

      Kathleen Hyle

      		  7,535  —  — *

      L. Patrick Lupo

      		  25,545  —  13,000 *

      John E. McGlade

      		  1,496  —  — *

      Deborah Borg

      		  —  —  — *

      Andrew J. Burke

      		  43,394  —  181,100 *

      Gordon Hardie

      		  10,565  —  75,100  

      David Kabbes

      		  4,297  —  34,150 *

      Pierre Mauger

      		  1,275  —  33,638 *

      Raul Padilla

      		  60,489  —  182,500 *

      Brian Thomsen

      		  28,063  —  57,850 *

      All directors and executive officers as a group (18 persons)

      		  822,977  107,703  862,599 1.27%
      *
      Less than 1%.

      (1)
      These shares are held individually or jointly with others, or in the name of a bank, broker or nominee for the individual's account or in a family trust.
      (2)
      This column includes other shares over which directors and executive officers have or share voting or investment power, including shares directly owned by certain relatives or corporate entities with whom they are presumed to share voting and/or investment power.
      (3)
      This column includes: (i) shares which directors and executive officers have a right to acquire through the exercise of stock options granted under Bunge's Non-Employee Directors2016 Equity Incentive Plans and the Equity Incentive Plans, respectively, that have vested orPlan will vest within sixty (60) days of March 10, 2016, (ii) restricted stock units and dividend equivalent payments for which shares are issuable within sixty (60) days of March 10, 2016, but are mandatorily deferred in accordance withbe subject to the terms and conditions of these awardsthe Heckman Employment Agreement and (iii) shares underlying hypothetical share units held by non-employee directors who have elected to receive, under the Non-Employee Directors Deferred Compensation Plan, a distribution in the formchange of common shares.
      (4)
      Includes 12,436 shares underlying hypothetical share units held under the Non-Employee Directors Deferred Compensation Plan.
      (5)
      Includes 3 common shares held by the director's wife.
      control severance agreements, respectively.

      Table of Contents

      The following table sets forth information regarding the beneficial ownership of our common shares by persons or groups known to Bunge to be beneficial owners of more than 5% of our issued and outstanding common shares.

      67
      Beneficial Owner
      		 Number of Common
      Shares Beneficially
      Owned      		 Percentage of Common
      Shares Outstanding on
      December 31, 2015      		 

      BlackRock, Inc.(1)

      		  8,471,721  5.9%

      The Vanguard Group(2)

      		  11,365,224  7.97%

      T. Rowe Price Associates, Inc.(3)

      		  10,058,726  7.0%
      (1)
      Based on information filed with the SEC on Schedule 13G on February 9, 2016: BlackRock, Inc. reported beneficial ownership of 8,471,721 shares, sole voting power as to 7,074,148 of the shares and sole dispositive power as to 8,471,721 of the shares. The principal business address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10022.
      (2)
      Based on information filed with the SEC on Schedule 13G/A on February 10, 2016: (i) The Vanguard Group reported beneficial ownership of 11,365,224 shares, sole voting power as to 132,138 of the shares, sole dispositive power as to 11,207,474 of the shares and shared dispositive power as to 157,750 of the shares, (ii) Vanguard Fiduciary Trust Company reported beneficial ownership of 94,150 shares and (iii) Vanguard Investments Australia, Ltd. reported beneficial ownership of 101,588 shares. The principal business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
      (3)
      Based on the information filed with the SEC on Schedule 13G/A on February 9, 2016: T. Rowe Price Associates, Inc. reported beneficial ownership of 10,058,726 shares, sole voting power as to 2,635,710 of the shares and sole dispositive power as to 10,058,726 of the shares. The principal business address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.

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      AUDIT COMMITTEE REPORT

      PAY RATIO DISCLOSURE

      Bunge's Audit Committee
      The pay ratio information is composedprovided pursuant to Section 953(b) of five independent directors,the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this pay ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
      The median employees remain unchanged from last year as there has been no change in our employee population or employee compensation arrangements that we reasonably believe would significantly impact our 2021 pay ratio disclosure. Similarly, there has been no change in our median employees’ circumstances that we reasonably believe would result in a significant change to our fiscal year 2021 pay ratio disclosure.
      Median Employee to CEO Pay Ratio
      For 2021, we calculated annual total compensation for the median employee using the same methodology as for our NEOs as described in the 2021 Summary Compensation Table within this Proxy Statement. The annual total compensation for Mr. Heckman, our CEO, was $16,148,227 (the same amount as reported under the 2021 Summary Compensation Table above) and the median annual total compensation of all of whom are financially literate. In addition, Bunge's Board has determinedour employees (other than our CEO), was $56,216 adjusted for cost of living. For the cost-of-living adjustment, we used the World Bank's Purchasing Power Parity conversion factor for GDP. This adjustment takes into account the local cost of an equivalent basket of goods, which embeds the exchange rate and inflation into the comparison such that eachthe basket of Mr. Boilini, Mr. Engels and Ms. Hyle qualifies as an audit committee financial expert as defined under Item 407 of Regulation S-Kgoods is priced the same in both countries.
      Based on this information, our CEO's annual total compensation is 287 times that of the Securities Act of 1933, as amended. The Audit Committee operates under a written charter, which reflects NYSE listing standards and Sarbanes-Oxley Act requirements regarding audit committees. A copymedian of the charter is available on Bunge's website atwww.bunge.com.

      The Audit Committee's primary role is to assist the Board in fulfilling its responsibility for oversightannual total compensation of (1) the quality and integrity of Bunge's financial statements and related disclosures, (2) Bunge's compliance with legal and regulatory requirements, (3) Bunge's independent auditors' qualifications, independence and performance and (4) the performance of Bunge's internal audit and control functions.

      Bunge's management is responsible for the preparation of its financial statements, its financial reporting process and its system of internal controls. Bunge's independent auditors are responsible for performing an audit of the financial statements in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB), and issuing an opinion as to the conformity of those audited financial statements to U.S. generally accepted accounting principles. The Audit Committee monitors and oversees these processes.

      The Audit Committee has adopted a policy designed to increase its oversight of Bunge's independent auditor. Under the policy, the Audit Committee approves all audit, audit-related services, tax services and other services provided by the independent auditor. In addition, any services provided by the independent auditor that are not specifically included within the scope of the audit must be pre-approved by the Audit Committee in advance of any engagement. The Audit Committee's charter also ensures that the independent auditor discusses with the Audit Committee important issues such as internal controls, critical accounting policies, instances of fraud and the consistency and appropriateness of Bunge's accounting policies and practices.

      The Audit Committee has reviewed and discussed with management and Deloitte & Touche LLP, Bunge's independent auditors, the audited financial statements as of and for the year ended December 31, 2015. employees.

      In addition, the Audit Committee met regularly with management and Deloitte & Touche LLP to discuss the results of their evaluations of Bunge's internal controls and the overall quality of Bunge's financial reporting. The Audit Committee has also discussed with Deloitte & Touche LLP the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees) as amended, as adopted by the PCAOB in Rule 3200T. In addition, the Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by the applicable requirementsratio of the PCAOB regarding Deloitte & Touche LLP's communications with the Audit Committee concerning independence and has discussed with them their independence from Bunge and its management. The Audit Committee also considered whether the non-audit services provided by Deloitte & Touche LLP to Bunge during 2015 were compatible with their independence as auditors.


      Tableannual total compensation of Contents

      Based on these reviews and discussions, the Audit Committee has recommendedour CEO to the Board, and the Board has approved, the inclusionmedian of the audited financial statements in Bunge's Annual Reportannual total compensation of all employees without any cost-of-living adjustment is 661 times the median employee. This is based on Form 10-K for the year endedforeign exchange rate as of December 31, 2015 for filing with the Securities and Exchange Commission.

      Members of the Audit Committee

      Kathleen Hyle, Chairman
      Enrique H. Boilini
      Carol M. Browner
      Paul Cornet de Ways-Ruart
      William Engels

      2021.

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      PROPOSAL 3 — APPOINTMENT OF INDEPENDENT AUDITORSAUDITOR AND AUTHORIZATION OF THE AUDIT COMMITTEE OF THE BOARD TO DETERMINE THE INDEPENDENT AUDITORS'AUDITOR'S FEES

      General

      Our Board has recommended and asks that you appoint Deloitte & Touche LLP as our independent auditorsauditor for the fiscal year ending December 31, 20162022 and authorize the Audit Committee of the Board to determine the independent auditors'auditor's fees. You would be acting based on the recommendation of our Audit Committee. Deloitte & Touche LLP has audited our annual financial statements since 2002. Pursuant to Bermuda law and our bye-laws,Bye-laws, an auditor is appointed at the annual general meeting or at a subsequent general meeting in each year and shall hold office until a successor is appointed.

      The affirmative vote of a majority of the votes cast on the proposal is required to make such appointment. If you do not appoint Deloitte & Touche LLP, our Board will reconsider its selection of Deloitte & Touche LLP and make a new proposal for a new independent auditors.

      auditor.

      Representatives of Deloitte & Touche LLP the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the "Deloitte Entities") have audited our annual financial statements since our 1996 fiscal year.

      Representatives of the Deloitte Entities are expected to be present ataccess the virtual Annual General Meeting and will have the opportunity to make a statement if they desire to do so. We also expect that they will be available to respond to questions.

      Fees

      The chart below sets forth the aggregate fees for professional services rendered by the Deloitte Entities& Touche LLP for services performed in each of 20152021 and 2014,2020, and breaks down these amounts by category of service:

       20212020
      Audit Fees$14,971,060$14,469,788
      Audit-Related Fees$343,981$287,353
      Tax Fees$140,000$170,780
      All Other Fees$41,240$1,648
      Total$15,496,281$14,929,569
       
      		 2015 2014 

      Audit Fees

      		 $13,858,000 $13,926,000 

      Audit-Related Fees

      		  388,839  333,000 

      Tax Fees

      		  292,117  241,000 

      All Other Fees

      		  0  0 
      ​​​​ ​​ ​ ​

      Total

      		 $14,538,956 $14,500,000 
      ​​​ ​ ​​ ​ ​
      ​​​​​​​​
      ​​​ ​ ​​ ​ ​

      Audit Fees

      Audit fees are fees billed for the audit of our annual consolidated financial statements, the audit of management's assessment onour internal control over financial reporting and the reviews of our quarterly financial statements. Additionally, audit fees include comfort letters, statutory audits, consents and other services related to SEC matters.


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      Audit-Related Fees

      For 20152021 and 2014,2020, audit-related fees principally includedinclude fees for audits in conjunction with acquisitions and divestitures, statutory attestation services, in Argentinawork related to employee benefit plans and certain other agreed-upon procedures engagements.

      Tax Fees

      Tax fees in 20152021 and 20142020 primarily relatedrelate to tax compliance services.services, tax planning advice and tax due diligence. Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred to document, compute and review amounts to be included in tax filings.

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      All Other Fees

      No

      For other professional services, minimal fees in 2020 were paid to the Deloitte Entities& Touche LLP, and fees incurred in 20152021 relate to a subscription to a comprehensive database of accounting and 2014 for any other professionalfinancial disclosure-related literature and certain local market marketing and advertising advisory services.

      Pre-Approval Policies and Procedures

      The Audit Committee has adopted a policy for pre-approval of all audit services, audit-related services, tax services and other services provided by our independent auditors.auditor. Pre-approval is detailed as to particular types of services and is subject to specific fee levels. The independent auditor and management are required to periodically report to the audit committeeAudit Committee regarding the services that have been provided to the Companyus in accordance with this pre-approval policy.

      All of the services relating to the fees described in the table above were pre-approved by our Audit Committee. In making its recommendation to appoint Deloitte & Touche LLP as our independent auditor for the fiscal year ending December 31, 2016,2022, the Audit Committee has considered whether the services provided by Deloitte & Touche LLP are compatible with maintaining the independence of Deloitte & Touche LLP and has determined that such services do not interfere with Deloitte & Touche LLP's independence.

      checkmarkdarkblue.jpg
      		OUR BOARD RECOMMENDS THAT, BASED ON THE RECOMMENDATION OF THE AUDIT COMMITTEE, YOU VOTE FOR THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO SERVE AS OUR INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022 AND THE AUTHORIZATION OF THE AUDIT COMMITTEE OF THE BOARD TO DETERMINE THE INDEPENDENT AUDITOR'S FEES.

      70
      TABLE OF THE AUDIT COMMITTEE, YOU VOTEFOR THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO SERVE AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016 AND THE AUTHORIZATION OF THE AUDIT COMMITTEE OF THE BOARD TO DETERMINE THE INDEPENDENT AUDITORS' FEES.


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      PROPOSAL 4 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

      AUDIT COMMITTEE REPORT

      Pursuant to the rules

      Our Audit Committee is composed of four independent directors, all of whom are financially literate. In addition, our Board has determined that Messrs. Simril and Winship each qualify as an "audit committee financial expert" as defined under Item 407 of Regulation S-K of the Securities Act of 1933, as amended. The Audit Committee operates under a written charter which reflects NYSE listing standards and SEC Bungerequirements regarding audit committees. A copy of the charter is required to provide shareholders with a non-binding advisory "say-on-pay" vote to approveavailable through the compensation"Investors — Governance" section of our Named Executive Officers as disclosedwebsite at www.bunge.com.
      The Audit Committee's primary role is to assist the Board in fulfilling its responsibility for oversight of (1) the Compensation Discussion & Analysis ("CD&A"), related compensation disclosure tablesquality and narrative disclosures of this proxy statement. The Board recognizes the importanceintegrity of our shareholders' opportunity to cast an advisory say-on- pay vote as a means of expressing views regardingfinancial statements and related disclosures, (2) our compliance with legal and regulatory requirements, (3) our independent auditor's qualifications, independence and performance and (4) the compensationperformance of our Named Executive Officers. Based uponinternal audit and control functions.
      Our management is responsible for the outcomepreparation of our 2011 say-on-pay frequency vote, we intend to holdfinancial statements, our financial reporting process and our system of internal controls. Our independent auditor is responsible for performing an annual advisory say-on-pay vote untilaudit of the next say-on-pay frequency vote, which,financial statements in accordance with applicable law, will occur no later than the Company's Annual General Meetingstandards of Shareholdersthe Public Company Accounting Oversight Board, which we refer to as the PCAOB, and issuing an opinion as to the conformity of those audited financial statements to U.S. generally accepted accounting principles and for auditing the effectiveness of our internal control over financial reporting. The Audit Committee monitors and oversees these processes.
      The Audit Committee has sole authority over the selection of our independent auditor and manages our relationship with the independent auditor (who report directly to the Audit Committee). Deloitte & Touche LLP has served as our independent auditor since 2002. Each year, the Audit Committee evaluates the performance, qualifications and independence of the independent auditor. The Audit Committee is also involved in 2017.

      Bunge's compensation philosophy isthe selection of the lead audit partner. The Audit Committee pre-approves all audit, audit-related services, tax services and other services provided by the independent auditor and the fees for those services pursuant to pay for performance, support Bunge's business goals, align the interests ofwritten policies and procedures.

      The Audit Committee meets with management and our shareholders and offer competitive compensation arrangementsthe independent auditor periodically to attract, retain and motivate high- caliber executives. Inconsider the CD&A, we have provided shareholders with a descriptionadequacy of our executive compensation program, includinginternal controls. The Audit Committee also receives regular updates from our internal audit function, which has unrestricted access to the philosophy underpinningAudit Committee.
      The Audit Committee has reviewed and discussed with management and Deloitte & Touche LLP the program,audited financial statements as of and for the individual elementsyear ended December 31, 2021 and Deloitte’s evaluation of our internal control over financial reporting. The Audit Committee has also discussed with the independent auditor the matters required to be discussed pursuant to PCAOB Auditing Standard No. 1301 (Communications with Audit Committees).  In addition, the Audit Committee has received the written disclosures and the letter from Deloitte required by the applicable requirements of the compensation program,PCAOB regarding Deloitte's communications with the Audit Committee concerning independence and how our compensation program is administered. Our executive compensation program consists of elements designedhas discussed with them their independence from Bunge and its management. The Audit Committee also considered whether the non-audit services provided by Deloitte & Touche LLP to complement each otherus during 2021 were compatible with their independence as auditor.
      Based on these reviews and reward achievement of short-term and long-term objectives by linking compensation to key performance metrics. We have chosendiscussions, the selected metrics to align executive compensationAudit Committee has recommended to the achievement of strong financial performanceBoard, and the creation of shareholder value. Our Compensation Committee regularly reviews our executive compensation program to ensure alignment with our business strategy and compensation philosophy. Additionally, our executive compensation program has been designed to appropriately balance risks and rewards and discourage excessive risk-taking by our executives.

      For the reasons highlighted above, and more fully discussed in the CD&A, the Board unanimously recommends a vote for the following resolution:

      "RESOLVED, that the shareholders approve the compensation of the Named Executive Officers as disclosed pursuant to Item 402 of Regulation S- K, including the Compensation Discussion and Analysis, the accompanying compensation tables and related narrative disclosure in this Proxy Statement."

      You may vote "for" or "against" this proposal, or you may abstain from voting. Although the vote on this Proposal 4 is advisory and non-binding, the Compensation Committee and the Board will review the voting results on the proposal and will consider shareholder views in connection with our executive compensation program.

      OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTEFOR THE APPROVAL OF THE NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.


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      PROPOSAL 5 — APPROVAL OF THE BUNGE LIMITED 2016 EQUITY INCENTIVE PLAN

      On the recommendation of the Compensation Committee, our Board has approved, the Bunge Limited 2016 Equity Incentive Plan (the "2016 EIP"), subject to approval by our shareholders. Approvalinclusion of the 2016 EIP requiresaudited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the Securities and Exchange Commission.

      Members of the Audit Committee
      Henry "Jay" Winship, Chair
      Sheila Bair
      Kenneth Simril
      Mark Zenuk

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      PROPOSAL 4 — APPROVAL OF AMENDMENTS TO OUR BYE-LAWS TO ELIMINATE SHAREHOLDER SUPERMAJORITY APPROVAL REQUIREMENTS
      The Board is submitting for shareholder approval and adoption a proposal to amend our Bye-laws to replace certain provisions1 requiring the affirmative vote by shareholders of greater than a simple majority of the votes cast with a requirement that such votes instead be decided by a simple majority of votes cast (the “Shareholder Supermajority Approval Elimination Amendment”). The Board has recommended that shareholders vote in favor of the Shareholder Supermajority Approval Elimination Amendment. The proposed Shareholder Supermajority Approval Elimination Amendment is set forth in Appendix C of this proxy statement, with deletions indicated by strikeouts and additions indicated by underlining.
      At our 2021 annual general meeting, shareholders voted on a shareholder proposal requesting that the Board take the necessary steps to eliminate any shareholder supermajority approval requirement for matters presented to shareholders. A greater than 89% majority of shareholders approved the proposal. We seek out and highly value the perspectives of our shareholders and have a strong record of responsiveness to shareholder concerns. Consistent with these practices, following the 2021 annual meeting, our Board carefully considered arguments in favor and against the elimination of supermajority shareholder approval requirements.
      The Board considered several arguments in favor of shareholder supermajority approval requirements, including that such requirements help preserve and maximize long-term value for all shareholders, particularly minority shareholders, against the possible actions of one or more large shareholders that may not be in the interest of minority shareholders, and ensure that certain critical and important actions, such as the removal of a director without cause, or significant, fundamental corporate changes, only occur with broad shareholder consensus.
      The Board recognizes that there are different perspectives on this matter and considered potential advantages of eliminating shareholder supermajority approval requirements based on feedback we heard from shareholders, including that a simple majority vote requirement would give Bunge shareholders a greater voice in Company matters critical to shareholder interests. After carefully weighing all of these considerations, the Board determined that changing shareholder supermajority approval requirements to a simple majority standard would be in the best interest of Bunge and its shareholders.
      If approved, the Shareholder Supermajority Approval Elimination Amendment would replace certain provisions in Bunge’s Bye-laws that currently require the affirmative vote by shareholders of greater than a simple majority of the votes cast with a requirement that such votes instead be decided by a simple majority of votes cast. These provisions related to the following matters:
      •The removal of directors without cause;
      •Bunge’s ability to engage in any business combinations, as such term is defined in the Bye-laws; and
      •The amendment or rescission of bye-law provisions, or the adoption of any new bye-law provision having such effect.
      There are a few instances where the Companies Act 1981 of Bermuda (the “Act”) requires, for the action to be valid, that a certain majority of members votes in favor of the resolution. This proposal does not impact such provisions under the Act applicable to Bunge. These provisions are as follows:
      •Unless the Bye-laws specify, 75% of the class in writing or simple majority of votes cast by the class in general meeting (where the quorum is 1/3 of the issued shares present,of the class) must approve a variation of class rights (section 47);
      •A general meeting of the Company (other than an annual general meeting) will be deemed to be have been properly called, notwithstanding its having been called by shorter notice than that specified in personthe Act, if it is agreed by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding at least 95% in nominal value of the shares giving a right to attend and vote at such meeting (section 75);
      1 There are default provisions under the Companies Act 1981 of Bermuda that require approval by a majority greater than a simple majority of votes cast. See the bullet-pointed list in the sixth paragraph of this proposal.
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      •All members of the Company (whether or by proxy, andnot entitled to attend and vote) and all directors must agree to waive the presentation of accounts and the appointment of an auditor (section 88);
      •Approval by at least 2/3 of votes cast is required to remove an auditor before the expiration of the auditor (section 89(5));
      •Holders of at least 90% of the total voting rights of all members must approve a loan to a director or to provide a guarantee or any security in respect of such a loan (section 96);
      •75% in value of members or class of members present and voting must approve a compromise between the Company and its shareholders (section 99); and
      •90% in value of those whose shares are being acquired must approve the acquisition of shares of shareholders dissenting from a scheme or contract approved by majority (section 102).
      The above description is qualified in its entirety by the actual text of the Shareholder Supermajority Approval Elimination Amendment, which is set forth in Appendix C.
      If the Shareholder Supermajority Approval Elimination Amendment is not approved, the existing supermajority vote requirements contained in the Bye-laws will remain in effect.
      The Board believes that this proposal further evidences its commitment to robust corporate governance practices and accountability to Bunge’s shareholders.
      The affirmative votes of not less than 66% of all votes attaching to all shares entitling a holder to attend and vote on this proposal are necessary for approval of the proposed Shareholder Supermajority Approval Elimination Amendment. This means that if you abstain from voting on this proposal, your vote will count against this proposal. Unless such vote is received, the Shareholder Supermajority Approval Elimination Amendment will not be adopted and the existing provisions will remain in effect.

      checkmarkdarkblue.jpg
      		OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF AMENDMENTS TO OUR BYE-LAWS TO ELIMINATE SHAREHOLDER SUPERMAJORITY APPROVAL REQUIREMENTS.
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      PROPOSAL 5 - SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT

      Bunge has received notice from Kenneth Steiner, 14 Stoner Avenue, 2M, Great Neck, New York 11021, that he intends to present, through his proxy John Chevedden, a separate proposal for voting at the Annual General Meeting. Shareholder approvalJohn Chevedden has submitted documentation indicating that Mr. Steiner is the beneficial owner of the 2016 EIP is required under the rulesat least $2,000 worth of the New York Stock Exchange (the "NYSE"). In addition,Bunge common shares. The shareholder approval is necessary to provide the Compensation Committee with the flexibility to grant certain awards that qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code (the "Code"). If approved by our shareholders, the 2016 EIP will become effective on May 26, 2016 and will replace the Bunge Limited 2009 Equity Incentive Plan, or the 2009 EIP, which was originally approved by our shareholders on May 8, 2009. Upon the effective date of the 2016 EIP, no new awardsproposal will be granted undervoted on at the 2009 EIP.

      The 2016 EIP was established to (i) attract, retain and motivate key employees, consultants, and independent contractors; (ii) compensate them for their contributions to the growth and profitability of the Company; (iii) to encourage ownership of our common shares in order to align their interests with those of shareholders; and (iv) promote the sustained long-term performance of the Company and the creation of shareholder value. The following is a summary of the reasons that we support the adoption of the 2016 EIP, as well as the principal provisions of the 2016 EIP. It is not intended to be a complete description of all of the terms and provisions thereof. This description is qualified by reference to the 2016 EIP plan document, a copy of which is attached hereto as Appendix B.

      Why Shareholders Should Approve this Proposal

      The 2016 EIP is key to the Company's pay for performance philosophy. As discussed in the Compensation Discussion and Analysis section of this proxy statement, long-term incentive compensation plays an important role in executing upon our pay-for-performance philosophy.

      The Board and the Compensation Committee believe that the effective use of performance-based incentive compensation, including equity-based awards, can incentivize key employees to maximize our growth and overall success, as well as align their interests with the interests of our shareholders to create long-term, sustainable shareholder value. Further, our equity compensation program is vital to our ability to attract, motivate and retain key talent needed to successfully implement Bunge's business strategies and objectives.

      There are approximately 181,000 shares remaining as of March 10, 2016 under the 2009 EIP and it is anticipated that the authorized share pool will be exhausted prior to the 2017 Annual General Meeting. Shareholder approval of the 2016 EIP is being requested to continue our ongoing objective of aligning compensation with the creation of long-term shareholder value. If the 2016 EIP is not approved, Bunge will continue to make grants under the 2009 EIP until the authorized share pool is exhausted.


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      As of March 10, 2016, the shares remaining available for issuance under our equity incentive plans, and other relevant data, are set fort below:

               
      ​  ​​ ​​ ​​ ​​
        

             		2009 Equity
      Incentive Plan


      		2007 Non Employee
      Directors Equity
      Incentive Plan



      		​
      ​  ​​ ​​​​ ​​
        Shares available under all outstanding plans 181,063 235,321  

       
       
      Unvested full value awards outstanding(1)
       
      1,556,251
       
      18,505
       
       

       
       
      Outstanding stock options
       
      6,203,805
       
      29,500
       
       

       
       
      Weighted average remaining term (years)
       
      6.84
       
      0.28
       
       

       
       
      Weighted average exercise price
       
      $71.18
       
      $55.51
       
       
      (1)
      An additional 12,346 deferred units are outstanding under the Non-Employee Directors Deferred Compensation Plan, under which no additional shares may be granted.

      The 2016 EIP is instrumental in attracting, retaining and motivating top talent. Attracting, retaining and motivating talented executives and employees are essential to executing Bunge's business strategy. Equity-based awards are highly valuedMeeting only if properly presented by Company employees, and management believes that they provide valuable incentives to remain with the Company.

      The 2016 EIP permits multiple award types. The 2016 EIP permits the issuance of stock options, stock appreciation rights ("SARs"), restricted stock units, performance units and other stock or cash awards, subject to the share limits set forth in the 2016 EIP. These varied award types will enable the Compensation Committee to tailor awards in light of evolving compensation strategies as well as the accounting, tax and other standards applicable at the time of grant, all of which have evolved over time and are likely to continue to evolve in the future.

      Highlights of Key Governance Practices Under the 2016 EIP

      We believe that the 2016 EIP is consistent with principles of good corporate governance. The 2016 EIP includes the following practices and provisions:

        •
        No "evergreen" feature. The 2016 EIP has a fixed number of shares available for grant that will not automatically increase because of an "evergreen" feature.

        •
        Minimum vesting requirement. Under the 2016 EIP, one-year minimum vesting requirements will apply to at least 95% of the common shares that may be granted subject to any type of award, including options and SARs.

        •
        No discounted options or SARs. Under the 2016 EIP, option or SAR exercise prices must be at least 100% of fair market value on the date an option or SAR is granted.

        •
        No repricings or cash buyouts. The 2016 EIP includes a blanket prohibition against repricing, including a prohibition of cash buyouts of out-of-the-money options or SARs granted under the 2016 EIP without shareholder approval, other than in connection with adjustments made due to certain corporate transactions.

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          •
          No liberal share "recycling." The 2016 EIP includes a prohibition against re-granting shares (i) subject to an option or a stock-settled SAR that were not issued upon the net settlement or net exercise of such option or SAR; (ii) delivered to, or withheld by, the Company to pay the exercise price or the withholding taxes due with respect to an option or SAR; (iii) withheld by the Company to cover taxes incurred in connection with other stock-settled awards; or (iv) repurchased in the open market with the proceeds of an option exercise.

          •
          A "double trigger" change of control provision. The 2016 EIP requires that participants must experience a termination of employment without cause within two years following the change of control for an award to vest as a result of a change of control of the Company (unless, in connection with the change of control, the Company's successor refuses to assume or substitute outstanding awards).

          •
          No liberal definition of change of control. The 2016 EIP defines a "change of control" of the Company to mean (i) a person acquiring direct or indirect beneficial ownership of the Company's securities representing 35% or more of the combined voting power of then outstanding securities of the Company; (ii) consummation of a sale, transfer or distribution of all or substantially all of the assets of the Company, a dissolution or liquidation of the Company, or a merger, amalgamation or consolidation of the Company or other corporate transaction that results in shareholders of the Company not owning more than 50% of the combined voting power of the Company or other corporation resulting from the transaction; or (iii) specified changes in the majority of the Board (not including the election of Directors whose election or nomination was approved by a majority of the then incumbent Board).

          •
          Cap on awards. The maximum number of shares that may be awarded to a participant in a calendar year is limited.

          •
          Administration by an independent committee. The 2016 EIP is administered by the Compensation Committee, which is comprised entirely of independent directors.

        Determination of Authorized Shares

        In setting the proposed number of authorized shares under the 2016 EIP, the Board and the Compensation Committee considered the following factors:

        Shares available for issuance under the 2016 EIP. As of March 10, 2016, the proposed share reserve of 5.8 million shares under the 2016 EIP, together with the shares available for issuance under our 2007 Non-Employee Directors Equity Incentive Plan, represent approximately 4.3% of our weighted average shares outstanding.

        Historical equity award grant practices. Based on our equity award grant practices under the 2009 EIP over the prior three year period, we have maintained competitive grant practices consistent with our peer group. Our three-year average burn rate is within a reasonable competitive range of the market median as defined by the proxy advisory firms. Burn rate reflects the number of shares (including options and full value awards) granted in a calendar year divided by the weighted average diluted shares outstanding.


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        Shareholder value transfer and dilution. We also consider the shareholder value transfer and dilution policies of our institutional investors and major proxy advisory firms.

        Summary of the 2016 EIP

        Administration. The 2016 EIP is administered by the Compensation Committee. The Compensation Committee has the authority to designate the participants; determine the size and types of awards; approve forms of award agreements for use under the 2016 EIP; determine the terms and conditions of each award, including without limitation, and to the extent applicable, the exercise price, the exercise period, vesting conditions, performance goals, performance periods, any vesting acceleration, waiver of forfeiture restrictions, and any other term or condition regarding any award or its related common shares (including subjecting the award or its related common shares to compliance with restrictive covenants); construe and interpret the 2016 EIP and any agreement or instrument entered into pursuant to the 2016 EIP; establish, amend or waive rules and regulations for the 2016 EIP's administration; amend the terms and conditions of any outstanding award and any instrument or agreement relating to an award; delay issuance of common shares or suspend a participant's right to exercise an award as deemed necessary to comply with applicable laws; determine the duration and purposes of leaves of absence that may be granted to a participant without constituting termination of his or her employment or service for 2016 EIP purposes; authorize any person to execute, on behalf of the Company, any agreement or instrument required to carry out the 2016 EIP purposes; correct any defect, supply any omission, or reconcile any inconsistencyKenneth Steiner. All statements contained in the 2016 EIP,shareholder proposal and supporting statement are the sole responsibility of the proponent of the shareholder.

        Proposal 5 - Shareholder Right to Act by Written Consent
        shareholdervoteimage.jpg

        Shareholders request that our board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting. This includes that one shareholder shall be able to perform the ministerial function of asking for a record date.
        This proposal topic won impressive 85%-support at the 2021 Conagra annual meeting without any award, or any instrument or agreement relatingspecial effort by the shareholder proponent.
        A reasonable shareholder right to an award,act by written consent can make shareholder engagement more meaningful. If management is insincere in its shareholder engagement, a right for shareholders to act by written consent in our bylaws can make management think twice about insincerity.
        A shareholder right to act by written consent in our bylaws will help ensure that management engages with shareholders in good faith because shareholders will have a viable Plan B by calling by acting by written consent. Our bylaws give no assurance that shareholder engagement will continue.
        This is a best practice governance shareholder proposal in the manner and to the extent it shall deem desirable to carry the 2016 EIP into effect; adopt such plans or sub-plans as may be deemed necessary or appropriate to comply with the laws of other countries, allow for tax-preferred treatment of awards or otherwise provide for the participation by participants who reside outside of the U.S.; and make any and all determinations which it determines to be necessary or advisable for the 2016 EIP administration.

        Eligibility. Eligibility is limited to employees or consultants of the Company and its subsidiaries.

        Shares Reserved for Issuance; Limits. A total of 5.8 million common shares will be reserved for issuance under the 2016 EIP pending shareholder approval thereof. The 2016 EIP contains the following additional limits:

          •
          No more than an aggregate of 1,000,000 common shares may be issued under incentive stock options.

          •
          The maximum number of common shares subject to restricted stock units that may be granted to a participant during any one calendar year is 1,000,000.

          •
          The maximum number of common shares subject to performance units that may be granted to a participant during any one calendar year is 1,000,000.

          •
          The maximum number of common shares subject to either options or SARs that may be granted to a participant during any one calendar year is 1,000,000.

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          •
          The maximum amount of cash-denominated other awards that may be granted to a participant during any one calendar year is $2,500,000.

          •
          The maximum number of common shares subject to share-denominated other awards that may be granted to a participant during any one calendar year is 1,000,000.

        Grant of Awards. The Compensation Committee may grant awards under the 2016 EIP in the form of options, restricted stock units, SARs, performance units and other stock or cash awards. Award agreements provided with respect to any grant under the 2016 EIP will describe the specific terms of the award, including vesting schedules and applicable performance goals, if any. The following is a brief description of the various types of awards that may be issued under the 2016 EIP:

          •
          Stock Options. A stock option is the right to acquire common shares at a fixed exercise price for a fixed period of time. Under the 2016 EIP, the Compensation Committee fixes the term of the options, which term may not exceed ten years from the date of grant. The Compensation Committee may grant either incentive stock options or nonqualified stock options. As described below, incentive stock options entitle the participant, but not the Company, to preferential tax treatment. The Compensation Committee determines the rules and procedures for exercising options. The exercise price may be paid in cash, common shares, a combination of cash and common shares, through net settlement (meaning the Company withholds common shares otherwise issuable upon exercise to pay the exercise price), or by any other means authorized by the Compensation Committee, including, to the extent not prohibited by the Sarbanes-Oxley Act, a cashless exercise procedure whereby vested common shares covered by the option are sold by a broker and a portion of the sale proceeds are delivered to the Company to pay the exercise price. The exercise price is set by the Compensation Committee but cannot be less than 100% of the fair market value of common shares on the date of grant. Except in connection with a corporate transaction involving the Company, the exercise price of outstanding options or SARs may not be reduced without shareholder approval, and no option or SAR may be canceled in exchange for cash, options or SARs with a lower exercise price, or other awards.

          •
          Stock Appreciation Rights. SARs are awards that entitle the participant to receive an amount equal to the excess, if any, of the fair market value on the exercise date of the number of common shares for which the SARs is exercised over the grant price. The grant price cannot be less than 100% of the fair market value of the Company's common shares on the date of grant. Payment to the participant on exercise may be made in cash or common shares, as determined by the Compensation Committee on or following the date of grant. The Compensation Committee fixes the term of the SARs, which term may not exceed ten years from the date of grant.

          •
          Restricted Stock Units. Restricted stock units entitle a participant to receive one or more common shares in the future upon satisfaction of vesting conditions determined by the Compensation Committee. The Compensation Committee determines whether restricted stock units will be settled through the delivery of common shares, cash of equivalent value, or a combination of common shares and cash.

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          •
          Performance Units. Performance units entitle a participant to receive a target number of common shares (or a cash equivalent) if specified performance targets are achieved during a specified performance period. Actual payments to participants may be more or less than the specified target number of common shares depending on the achievement of the performance targets during the performance period. The performance targets and performance period are determined by the Compensation Committee and set forth in the applicable award agreement.

          •
          Other Awards. The Compensation Committee also may grant other forms of awards that generally are based on the value of common shares. These other awards may provide for cash payments based in whole or in part on the value or future value of common shares, may provide for the future delivery of common shares to the participant, or may provide for a combination of cash payments and future delivery of common shares.

        Section 162(m). The Compensation Committee may determine whether any award is a "performance-based" award for purposes of Section 162(m) of the Code. Any awards designated to be "performance-based compensation" will be conditioned on the achievement of one or more specified performance goals established by the Compensation Committee at the date of grant. The performance goals will be comprised of specified levels of one or more of the following performance criteria,same spirit as the Compensation Committee deems appropriate: accounts payable; accounts receivable; cash flow; cash-flow return on investment; cash value added; days cash cycle; days sales outstanding; debt; earnings before interest and tax (EBIT); earnings before interest, tax depreciation and amortization (EBITDA); earnings per share; earnings per share from continuing operations; economic value added; effective tax rate; free cash flow; impairment write offs; income from continuing operations (net income after minority interests); interest coverage; margin; market capitalization; net financial debt; net sales; operating cash flow; operating earnings before asset impairment; operating profit; pre-tax income; return on equity; return on invested capital; return on net assets; return on tangible net assets; return on tangible net worth; revenue growth; selling general and administrative expenses; share price; total2021 shareholder return; relative total shareholder return; value at risk; working capital; amount of inventory; brand recognition; customer/supplier satisfaction; days of inventory; employee turnover; energy usage; headcount; loading time/days loading; market share; product quality; productivity/efficiency; quality; recruiting; risk management; safety/environment; satisfaction indexes; talent development; turn-around time; and volumes, in each case, unless otherwise specified by the Compensation Committee determined in accordance with generally accepted accounting principles consistently applied on a business unit, subsidiary, division, segment, product line, function or consolidated basis or any combination thereof.

        The performance goals may be described in terms of objectives that are related to the individual participant or objectives that are Company-wide or related to a subsidiary, business unit, division, segment, product line, function or combination thereof. Performance goals may be measured on an absolute or cumulative basis, or on the basis of percentage of improvement over time. Further, performance goals may be measured in terms of Company performance (or performance of the applicable subsidiary, business unit, division, segment, product line, function or combination thereof) or measured relative to selected peer companies or a market index.


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        The applicable performance goals will be established by the Compensation Committee within 90 days following the commencement of the applicable performance period (or such earlier or later date as permitted or required by Section 162(m)). Each participant will be assigned a target number of common shares or cash value payable if target performance goals are achieved. The Compensation Committee will certify the attainment of the performance goals at the end of the applicable performance period. If a participant's performance exceeds such participant's target performance goals, the number of common shares or the cash value payable under the performance-based award may be greater than the target number, but in no event can the amounts exceed the award limits described above. In addition, unless otherwise provided in an award agreement, the Compensation Committee may reduce the number of common shares or cash value payable with respect to a performance-based award even if the performance objectives are satisfied.

        Adjustment or Changes in Capitalization. In the event of any merger, amalgamation, reorganization, consolidation, recapitalization, stock dividend, bonus issue, extraordinary cash dividend, stock split, share consolidation or subdivision, reverse stock split, spin-off, spilt-off or similar transaction or other change in corporate structure affecting the common shares, adjustments and other substitutions will be made to the 2016 EIP and to awards as the Compensation Committee deems appropriate, including, without limitation, adjustments in the aggregate number, class and kind of securities that may be delivered, in the aggregate or to any participant, in the number, class, kind and option or exercise price of securities subject to outstanding awards as the Compensation Committee may determine to be appropriate; provided, however, that the number of common shares subject to any award will always be a whole number and further provided that in no event may any change be made to an incentive stock option which would constitute a modification within the meaning of Section 424(h)(3) of the Code. Notwithstanding anything in the 2016 EIP to the contrary, an adjustment to an Award may not be made in a manner that would result in adverse tax consequences under Section 409A of the Code.

        Termination of Service. The Compensation Committee will specify, at or after the time of grant of an award, the effect, if any, that a participant's termination of service or the participant's death or disability will have on the vesting, exercisability, settlement or lapse of restrictions applicable to an award. The treatment may be specified in the award agreement or determined at a subsequent time.

        Change of Control. Unless specifically prohibited by the 2016 EIP or unless the Compensation Committee provides otherwise prior to a Change of Control of the Company, if a participant is terminated without cause, as defined in the 2016 EIP, within two years following a change of control of the Company, his or her awards will vest. If the Company's successor in a change of control refuses to assume awards outstanding under the 2016 EIP or to provide substitute awards of equivalent value, outstanding awards under the 2016 EIP will vest immediately prior to the change of control unless the Board determines otherwise. Not all outstanding awards need be treated similarly upon a change of control of the Company.

        Amendment and Termination of the 2016 EIP. The Board reserves the right to amend, modify or completely terminate the 2016 EIP at any time. However, no such amendment, modification or termination may adversely affect outstanding awards under the 2016 EIP in any material way.


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        Non-Assignability. Awards under the 2016 EIP are not assignable or transferable, other than by will or by the laws of descent and distribution or, except in the case of an incentive stock option, pursuant to a domestic relations order, as the case may be.

        Recoupment. All awards granted under the 2016 EIP, any payments made under the 2016 EIP and any gains realized upon exercise or settlement of an award shall be subject to claw-back or recoupment as permitted or mandated by applicable law, rules, regulations or any Company policy as enacted, adopted or modified from time to time.

        Shareholder Rights. A participant will have no rights as a shareholder with respect to common shares covered by an award until the date the participant or his nominee becomes the holder of record of such common shares.

        Certain Federal Income Tax Considerations

        The following is a brief description of the U.S. federal income tax consequences generally arising with respect to certain awards that may be granted under the 2016 EIP based on current tax laws. The summary does not include any state, local or foreign tax laws. This discussion is intended for the information of shareholders considering how tosimple majority vote with respect to the proposal to approve the 2016 EIP.

        Nonqualified Stock Options and Stock Appreciation Rights. A participant will not recognize taxable income upon the grant of a nonqualified stock option or SAR. The participant generally will recognize ordinary income upon exercise, in an amount equalreform our undemocratic 67% shareholder voting requirements that won 89% support.

        Please vote yes:
        Shareholder Right to the excess of the fair market value of the common shares received at the time of exercise (including any common shares withheldAct by the Company to satisfy tax withholding obligations) over the exercise price.Written Consent - Proposal 5

        Incentive Stock Options. A participant will not recognize taxable income when an incentive stock option is granted or exercised. However, the excess of the fair market value of the covered common shares over the exercise price on the date of exercise is an item of tax preference for alternative minimum tax purposes. If the participant exercises the option and holds the acquired common shares for more than two years following the date of option grant and more than one year after the date of exercise, the difference between the sale price and exercise price will be taxed as long-term capital gain or loss. If the participant sells the acquired common shares before the end of the two-year and one-year holding periods, the participant generally will recognize ordinary income at the time of sale equal to the fair market value of the common shares on the exercise date (or the sale price, if less) minus the exercise price of the option. Any additional gain will be capital gain, long-term if the common shares have been held for more than one year.

        Restricted Stock Units and Performance Units. A participant will not recognize taxable income upon the grant of restricted stock units or performance units. The participant will recognize ordinary income at the time the common shares (or cash) are delivered equal to the fair market value of the shares (or cash) received. Any subsequent gain or loss will be capital gain or loss, long-term if the common shares have been held for more than one year.

        Tax Effect for the Company.    The Company generally will receive a deduction for any ordinary income recognized by a participant with respect to an award. However, special rules limit the deductibility of


        xmark.jpg
        		OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST THE ADOPTION OF THE RIGHT TO ACT BY WRITTEN CONSENT THAT IS NOT UNANIMOUS

        Board of Directors Statement in Opposition to the Shareholder Proposal
        The Board of Directors recommends a vote “Against” the foregoing proposal for the following reasons:
        Bunge’s shareholders have an existing right to call a special meeting of shareholders in an informed, transparent and equitable manner.
        The Board is committed to strong corporate governance and responsiveness to Bunge’s shareholders. The Board believes in maintaining policies and practices that serve the best interests of all shareholders. After careful consideration, the Board has determined that the proposal is not in the best interests of Bunge and its shareholders. Currently, any matter that either we or our shareholders wish to present for a vote must be presented at an annual or special meeting of shareholders, absent unanimous written consent by shareholders. The proposal would deprive the right of all shareholders to be consulted on important matters concerning their investment in Bunge.
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        compensation paid to the named executive officers (other than the Chief Financial Officer (the "CFO")). Under Section 162(m) of the Code, the annual compensation paid to these executive officers may not be deductible to the extent it exceeds $1,000,000. The Company may preserve the deductibility of compensation over $1,000,000 if certain conditions are met. These conditions include shareholder approval of the 2016 EIP, setting limits on the number of common shares that may be issued pursuant to awards, and, for awards other than options and SARs, establishing performance criteria that must be met before the award will be paid or vest. As described above, the 2016 EIP has been designed to permit the Compensation Committee to grant awards that qualify as "performance-based compensation" for purposes of Section 162(m) and to exclude these awards from the $1,000,000 calculation. However, the Compensation Committee may, in its discretion, grant equity awards that will not qualify as "performance-based compensation" and thus may not be deductible.

        New Plan Benefits

        Future grants under the 2016 EIP will be made at the discretion of the Compensation Committee and, accordingly, are not yet determinable. Consequently, it is not possible to determine the benefits that might be received by participants receiving discretionary grants under the 2016 EIP. If approved by the holders of the common shares the 2016 EIP will become effective on May 26, 2016.

        THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTEFOR THE APPROVAL OF THE BUNGE LIMITED 2016 EQUITY INCENTIVE PLAN.

        EQUITY COMPENSATION PLAN INFORMATIONThe Board believes that a written consent right is unnecessary given the current ability of our shareholders holding at least 10% of the issued and outstanding common shares to call a special meeting of shareholders to consider proposals between regular annual meetings.


        Further, a majority of S&P 500 companies either do not permit shareholders to act by written consent or require that any shareholder action by written consent be unanimous. As such, the kind of shareholder action by written consent requested by the proponent is not the prevailing market practice and supports the Board’s view that the adoption of this proposal is unnecessary.

        We have a robust shareholder engagement program and our shareholders have indicated that a 10% special meeting right is preferable to a written consent right.
        Bunge’s extensive shareholder engagement provides shareholders with effective access to management and the Board. Over the past several years, our independent Board Chair and management have engaged with investors representing approximately 40% to 50% of our issued and outstanding shares. Our shareholder outreach program enables us to regularly engage with our shareholders to gain valuable insights into current and emerging issues that matter most to them, including corporate governance matters, executive compensation, sustainability, and diversity and inclusion. Feedback from these discussions is relayed to the Board and is a key element in the development of our governance, compensation and sustainability policies, as well as the ongoing evaluation of our business strategy and performance.

        Although shareholders possess a variety of views, our shareholders have expressed that the right to act by written consent was unnecessary in light of our shareholders’ current right to call special meetings. Further, our shareholder right to call special meetings allows shareholders to propose actions without waiting for our next annual meeting. The Board believes that having a special meeting right at a 10% ownership threshold strikes the right balance for Bunge, as it is a low enough threshold to provide a meaningful right for shareholders to act between annual meetings, yet high enough to prevent a single shareholder (or small group of shareholders) from acting without broad shareholder support.

        Furthermore, Bunge’s shareholders can hold our directors accountable through our annual elections and our majority voting standard. Bunge encourages shareholders to share their perspectives on governance matters and other topics. Methods for communicating with the Board are described in this proxy statement under the section entitled “Communications with Our Board.”

        Bunge’s current practices are designed to ensure that prior notice and an opportunity to be heard precede all shareholder votes and that shareholders have an opportunity to discuss and consider all points of view on a proposed matter.
        In particular, the Board believes that a shareholder meeting allows for an important deliberative process in a transparent, informed and equitable forum because the date, place and time of the meeting are required to be given to shareholders in advance with adequate notice to permit participation of all shareholders. This process ensures that accurate and complete information, as required in the proxy statement and any soliciting materials, are widely distributed to shareholders in advance of the meeting and shareholders are given adequate time to consider the arguments presented by all sides as well as the opportunity to discuss the proposed action’s merits in an open forum with members of management, other shareholders, and the Board. Further, the Board, who owe a fiduciary duty to all shareholders, have the opportunity to provide a recommendation to shareholders regarding the proposed action.

        In contrast, if implemented, the written consent process (referred to under Bermuda law and Bunge’s Bye-laws as “written resolution”) would enable a limited group of shareholders to act in favor of their own proposed actions at any time and as frequently as they choose, without a meeting and without ever providing advance notice to other shareholders. Actions taken by written consent could disenfranchise shareholders by depriving many shareholders of the critical opportunities to receive notice, assess, discuss, deliberate, and vote on the merits of proposed actions. In general, shareholders are not entitled to receive advance notice of a proposed action to be taken by written consent and, thus, may not be given sufficient time or opportunity to evaluate the proposed action and to consider differing points of view.

        The following table sets forth certain information, as of December 31, 2015, with respect to our equity compensation plans.

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        		 (a) (b) (c) 
        Plan category
        		 Number of
        Securities to be
        Issued Upon
        Exercise of
        Outstanding
        Options, Warrants
        and Rights        		 Weighted-Average
        Exercise Price Per
        Share of
        Outstanding
        Options, Warrants
        and Rights        		 Number of Securities
        Remaining Available for
        Future Issuance Under
        Equity Compensation
        Plans (Excluding
        Securities Reflected in
        Column (a))        		 

        Equity compensation plans approved by shareholders(1)

        		  5,960,239(2)$75.64(3) 2,620,800(4)

        Equity compensation plans not approved by shareholders(5)

        		  12,346(6) —(7) —(8)
        ​​​ ​ ​​ ​ ​​​ ​

        Total

        		  5,972,585 $75.64  2,620,800 
        ​​​ ​ ​​ ​​​ ​ ​
        ​​​​​​​​​​​
        ​​​ ​ ​​ ​ ​​​ ​
        (1)
        Includes our 2009 Equity Incentive Plan, Equity Incentive Plan, Non-Employee Directors' Equity Incentive Plan and 2007 Non-Employee Directors' Equity Incentive Plan. Please see Proposal 5, including the table on page 80 of this proxy statement, for updated equity compensation plan information.

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        (2)
        Includes non-statutory stock options outstanding as to 4,766,171 common shares, performance-based restricted stock unit awards outstanding as to 1,142,123 common shares and 3,940 vested and deferred restricted stock units outstanding (including, for all restricted and deferred restricted stock unit awards outstanding, dividend equivalents payable in common shares) under our 2009 Equity Incentive Plan and Equity Incentive Plan. This number also includes non-statutory stock options outstanding as to 29,500 common shares under our Non-Employee Directors' Equity Incentive Plan, 18,505 unvested restricted stock units. Dividend equivalent payments that are credited to each participant's account are paid in our common shares at the time an award is settled. Vested deferred restricted stock units are paid at the time the applicable deferral period lapses.
        (3)
        Calculated based on non-statutory stock options outstanding under our 2009 Equity Incentive Plan, Equity Incentive Plan and our Non-Employee Directors' Equity Incentive Plan. This number excludes outstanding time-based restricted stock unit and performance-based restricted stock unit awards under the 2009 Equity Incentive Plan and Equity Incentive Plan and restricted and deferred restricted stock unit awards under the 2007 Non-Employee Directors' Equity Incentive Plan.
        (4)
        Includes dividend equivalents payable in common shares. Shares available under our 2009 Equity Incentive Plan may be used for any type of award authorized under the plan. Awards under the plan may be in the form of statutory or non-statutory stock options, restricted stock units (including performance-based) or other awards that are based on the value of our common shares. Our 2009 Equity Incentive Plan provides that the maximum number of common shares issuable under the plan is 10,000,000, subject to adjustment in accordance with the terms of the plan. This number also includes shares available for future issuance under our 2007 Non-Employee Directors' Equity Incentive Plan. Our 2007 Non-Employee Directors' Equity Incentive Plan provides that the maximum number of common shares issuable under the plan may not exceed 600,000, subject to adjustment in accordance with the terms of the plan. No additional awards may be granted under the Equity Incentive Plan and the Non-Employee Directors' Equity Incentive Plan.
        (5)
        Includes our Non-Employee Directors' Deferred Compensation Plan.
        (6)
        Includes rights to acquire 12,346 common shares under our Non-Employee Directors' Deferred Compensation Plan pursuant to elections by our non-employee directors.
        (7)
        Not applicable.
        (8)
        Our Non-Employee Directors' Deferred Compensation Plan does not have an explicit share limit.

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        Further, the Board would not have the opportunity to analyze and provide a recommendation with respect to a proposed action by written consent. As currently contemplated by the written consent proposal, any proponents of an action by written consent may not need to satisfy any holding requirements with respect to our common shares, which may allow market participants engaging in short-term speculation to potentially determine the outcome of any particular issue. The lack of basic procedural safeguards in the written consent process may facilitate the exertion of inappropriate influence by shareholders with special interests that may be inconsistent with the long-term best interests of Bunge and shareholders.
        CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

        Action by written consent would expend significant Company resources and cause shareholder confusion and is not consistent with prevailing market practice.
        Permitting shareholder action by written consent that is not unanimous could cause confusion to shareholders and disruption to Bunge. Under the proposal, multiple groups of shareholders could solicit written consents on a range of issues at the same time, some of which may be duplicative or conflicting. Additionally, proposals advanced by short-term or special-interest investors would expend significant administrative and financial Company resources in defending against such actions, while providing little or no corresponding benefit to shareholders.

        The Board has demonstrated a strong commitment to corporate governance best practices.
        The Board believes that Bunge’s strong corporate governance practices and shareholder rights provide the appropriate means to advance shareholders’ interests and, as such, the proposal is unnecessary, counterproductive and potentially harmful. Our corporate governance program includes the following leading practices:

        •Independent, non-executive Board Chair;
        •Strong shareholder engagement annually representing 40 - 50% of our issued and outstanding shares;
        •Ability of holders of 10% or more of our issued and outstanding common shares to call a special meeting;
        •Declassified Board;
        •Majority voting for directors;
        •Nine out of 11 Board nominees are independent, and only independent directors serve on the Audit, Human Resources and Compensation, and Corporate Governance and Nominations Committees;
        •Use of an independent compensation consultant to the Human Resources and Compensation Committee;
        •Commitment to Board refreshment, with nine of 11 director nominees having joined the Board within the past five years;
        •Director retirement age of 72;
        •Non-management directors meet regularly in executive sessions;
        •Diverse Board with broad range of key skills, qualifications and experience;
        •Annual Board review of Company strategy;
        •Active risk oversight by full Board and committees;
        •Board commitment to sustainability and corporate citizenship;
        •Robust Board self-assessment and director nomination processes;
        •Board takes active role in management succession planning;
        •No Board members serve on an excessive number of outside public boards;
        •Longstanding investor outreach program; and
        •No poison pill.

        More information about our governance practices can be found starting on page 15.
        In light of our existing right of shareholders to call special meetings with at least 10% ownership threshold, as well as the Board’s continuing commitment to effective corporate governance, the Board believes that adoption of the shareholder proposal is unnecessary and not in the best interests of Bunge and its shareholders. We firmly believe that our existing corporate governance practices strike the right balance and ensure shareholders have appropriate access and means to express their views to the Board and fellow shareholders.

        For the foregoing reasons, the Board recommends that you vote AGAINST this proposal.

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        TABLE OF CONTENTS Policy for the Review and Approval of Related Person Transactions

        Various policies and procedures of our Company, including our Code of Conduct, Corporate Governance Guidelines and annual questionnaires and/or certifications completed by our directors and executive officers, require disclosure of and/or otherwise identify transactions or relationships that may constitute conflicts of interest or may require disclosure under applicable SEC rules as "related person transactions" between Bunge and related persons. Our Corporate Governance and Nominations Committee has adopted a written policy for the review and approval of related person transactions. The policy is designed to operate in conjunction with and as a supplement to the provisions of our Code of Conduct.

        Under the policy, our Legal Department will review all actual and proposed related person transactions presented to or identified by it and then present any transaction in which a related person is reasonably likely to have a direct or indirect material interest to the Corporate Governance and Nominations Committee for review and approval or ratification. In determining whether to approve or ratify a related person transaction, the Corporate Governance and Nominations Committee will consider all the available and relevant facts and circumstances, including, but not limited to, (a) whether the transaction was the product of fair dealing, (b) the terms of the transaction and whether similar terms would have been obtained from an arms' length transaction with a third party and (c) the availability of other sources for comparable products or services. The policy also identifies certain types of transactions that our Board has identified as not involving a direct or indirect material interest and are, therefore, not considered related person transactions for purposes of the policy. For purposes of the policy, the terms "related person" and "transaction" have the meanings contained in Item 404 of Regulation S-K of the SEC.

        Related Person Transactions

        The son of Mr. Andrew J. Burke, Chief Financial Officer, is employed by the Company in the information technology department in a non-officer position. His compensation and other terms of employment are comparable to those of other similarly situated employees of the Company and determined in accordance with the Company's standard human resources policies and procedures.

        SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Bunge is subject to the SEC reporting requirements applicable to U.S. domestic public companies, and its executive officers, directors and certain persons who own 10 percent or more of its common shares are obligated by Section 16(a) of the Exchange Act to file reports of their ownership of Bunge's common shares with the SEC and to furnish Bunge with copies of the reports.

        Based solely upon a review of copies of reports filed pursuant to Section 16(a) of the Exchange Act, or written representations from persons required to file such reports, we believe that all filings required to be made were timely made in accordance with the requirements of the Exchange Act, except that, due to a dividend reinvestment feature in Mr. Engels' brokerage account being inadvertently activated,


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        a late Form 4 was filed on June 4, 2015 upon its discovery reflecting ten transactions and the acquisition of 329.4 common shares in the aggregate by him.

        SHAREHOLDER PROPOSALS FOR THE 20172023 ANNUAL GENERAL MEETING OF SHAREHOLDERS

        To be considered for inclusion in Bunge's proxy statement for the Company'sour Annual General Meeting of Shareholders in 2017 (the "2017 Annual General Meeting"),2023, presently anticipated to be held on May 25, 2017,11, 2023, shareholder proposals must be received by Bunge no later than December 6, 2016.1, 2022. In order to be included in Bungeour sponsored proxy materials, shareholder proposals will need to comply with the SEC's Rule 14a-8. If you do not comply with Rule 14a-8, we will not be required to include the proposal in the proxy statement and the proxy card we will mail to our shareholders. Shareholder proposals should be sent to Bunge'sour Corporate Secretary at Bunge Limited, 50 Main Street, White Plains, New York 10606,1391 Timberlake Manor Parkway, St. Louis, Missouri 63017, U.S.A., Attention: Corporate Secretary.

        Shareholders may also make proposals that are not intended to be included in Bunge'sour proxy statement for the 20172023 Annual General Meeting pursuant to our bye-laws.Bye-laws. Nomination of candidates for election to the Board or other business may be proposed to be brought before the 20172023 Annual General Meeting by any person who is a registered shareholder on the date of the giving of the notice of such proposals and on the record date for the determination of shareholders entitled to receive notice of and vote at the 20162023 Annual General Meeting. Notice must be given in writing and in proper form in accordance with our bye-lawsBye-laws to the Corporate Secretary of Bunge at Bunge's registered office at Bunge Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, with a copy to us at 50 Main Street, White Plains, New York 10606,1391 Timberlake Manor Parkway, St. Louis, Missouri 63017, U.S.A., Attention: Corporate Secretary, notno later than December 6, 2016.

        1, 2022.

        In addition, shareholders may submit proposals on matters appropriate for shareholder action at the Annual General Meeting of Shareholders in accordance with Sections 79 and 80 of the Companies Act 1981 of Bermuda. To properly submit such a proposal, either at least 100 shareholders or any number of shareholders who represent at least 5% of the total voting rights of our voting shares must notify us in writing of their intent to submit a proposal. In accordance with Bermuda law, any such shareholder proposal to be voted on at the 20172023 Annual General Meeting and at future annual general meetings must be received by us no later than six weeks prior to the annual general meeting date. Please deliver any such proposal to Bunge Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, Attention: Corporate Secretary, with a copy to us at 50 Main Street, White Plains, New York 10606,1391 Timberlake Manor Parkway, St. Louis, Missouri 63017, U.S.A., Attention: Corporate Secretary.


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        DIRECTIONS TO

        INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL GENERAL MEETING

        The

        Information About this Proxy Statement
        Why did I receive this Proxy Statement?
        Bunge Limited has furnished these proxy materials to you because our Board of Directors is soliciting your proxy to vote at the Annual General Meeting on May 12, 2022. In light of public health concerns regarding the COVID-19 outbreak, and in order to provide expanded access, this year’s Annual General Meeting will again be a virtual meeting of shareholders, which will be conducted via live audio webcast. There will not be a physical meeting. We have designed the virtual meeting to offer the same participation opportunities as an in-person meeting.
        This proxy statement contains information about the items being voted on at the Annual General Meeting and important information about us. Our 2021 Annual Report, which includes our 2021 Annual Report on Form 10-K, is also being furnished together with this proxy statement. If you received printed versions of these materials by mail, these materials also include the proxy card or voting instruction form for the Annual General Meeting. We are making these proxy materials first available to shareholders on or about March 31, 2022.
        We have sent these materials to each person who is registered as a holder of our common shares in the register of members (such owners are often referred to as "holders of record" or "registered holders") as of the close of business on March 14, 2022, the record date for the Annual General Meeting.
        We have requested that banks, brokerage firms and other nominees who hold our common shares on behalf of the owners of the common shares (such owners are often referred to as "beneficial shareholders" or "street name holders") as of the close of business on March 14, 2022 forward either a notice or a printed copy of these materials, together with a proxy card or voting instruction form, to those beneficial shareholders. We have agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials.
        Finally, we have provided for these materials to be sent to persons who have interests in our common shares through participation in the Bunge share funds of the Bunge Retirement Savings Plan, the Bunge Savings Plan and the Bunge Savings Plan—Supplement A. Although these persons are not eligible to vote directly at the Annual General Meeting, they may, however, instruct the trustees of the plans on how to vote the common shares represented by their interests. The enclosed proxy card will also serve as voting instructions for the trustees of the plans. If you do not provide voting instructions for shares held for you in any of these plans, the trustees will vote these shares in the same ratio as the shares for which voting instructions are provided.
        Shareholders who owned our common shares as of the close of business on the record date for the Annual General Meeting are entitled to access and vote at the Annual General Meeting and adjournments or postponements of the Annual General Meeting. The share register will not be closed between the record date and the date of the Annual General Meeting. A poll will be taken on each proposal to be put to the Annual General Meeting.
        What is Notice and Access and why did Bunge elect to use it?
        As permitted by regulations of the SEC, Notice and Access provides companies with the ability to make proxy materials available to shareholders electronically via the internet. We have elected to provide many of our shareholders with a Notice of Internet Availability of Proxy Materials instead of receiving a full set of printed proxy materials in the mail. The notice is a document that provides instructions regarding how to:
        •view our proxy materials on the internet;
        •access the Annual General Meeting and vote your shares; and
        •request printed copies of these materials, including the proxy card or voting instruction form.
        On or about March 31, 2022, we began mailing the notice to certain beneficial shareholders and posted our proxy materials on the website referenced in the notice. See "Notice of Annual General Meeting of Shareholders" in this proxy statement for more information about where to view our proxy materials on the internet.
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        As more fully described in the notice, shareholders who received the notice may choose to access our proxy materials on the website referenced in the notice or may request to receive a printed set of our proxy materials. In addition, the notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The selected delivery choice will remain in effect until changed by the shareholder. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials by email unless you elect otherwise.
        What does it mean if I receive more than one notice or set of proxy materials?
        It means that you have multiple accounts at the transfer agent and/or with banks and stockbrokers. Please vote all of your common shares. Beneficial shareholders sharing an address who are receiving multiple notices or copies of proxy materials will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all shareholders at the shared address in the future. In addition, if you are the beneficial owner, but not the record holder, of our common shares, your broker, bank or other nominee may deliver only one copy of the notice or proxy materials to multiple shareholders who share an address unless that nominee has received contrary instructions from one or more of the shareholders. We will deliver promptly, upon written or oral request, a separate copy of the notice, proxy statement or 2021 Annual Report to a shareholder at a shared address to which a single copy of the documents was delivered. Shareholders who wish to receive a separate copy of these documents should submit their request to our Investor Relations department by telephone at (636) 292-3014 or by submitting a written request to 1391 Timberlake Manor Parkway, St. Louis, Missouri 63017, U.S.A., Attention: Investor Relations.
        Can I receive future proxy materials electronically?
        Shareholders can help us conserve natural resources and reduce the cost of printing and mailing proxy statements and annual reports by opting to receive future mailings electronically. To enroll, please visit www.enroll.icsdelivery.com/bg and follow the instructionsor adjust your delivery instructions on www.proxyvote.com.
        Information About the Meeting
        What proposals are being presented at the Annual General Meeting?
        Shareholders are being asked to vote on the following matters at the Annual General Meeting:
        •Proposal 1 — election of the 11 directors named in this proxy statement;
        •Proposal 2 — the approval of a non-binding advisory vote on the compensation of our named executive officers;
        •Proposal 3 — the appointment of Deloitte & Touche LLP as our independent auditor and authorization of the Audit Committee of the Board to determine the auditor's fees;
        •Proposal 4 — the approval of certain amendments to our Bye-laws to eliminate shareholder supermajority approval requirements; and
        •Proposal 5 — shareholder proposal regarding shareholder right to act by written consent.
        Other than the matters set forth in this proxy statement and matters incidental to the conduct of the Annual General Meeting, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on the matter at their discretion.
        How do I access the Annual General Meeting and submit questions?
        To be admitted to the Annual General Meeting visit www.virtualshareholdermeeting.com/BG2022 and enter the 16-digit control number found on your proxy card or voter instruction form. If you hold your common shares through a brokerage firm, bank or other nominee, you should follow the instructions provided by your brokerage firm, bank other holder of record to be able to participate in the meeting.
        If you wish to submit a question before or during the Annual General Meeting, you may log in to www.virtualshareholdermeeting.com/BG2022 and enter your name, email address and 16-digit control number
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        beginning at 10:0045 a.m. Central Time, on May 12, 2022. Once past the login screen, select the question topic and enter your question in the ‘‘Ask a Question’’ section at the lower left-hand corner of the screen and then click on Submit.
        Questions pertinent to meeting matters will be addressed during the Annual General Meeting, subject to time constraints. Questions or comments that relate to proposals that are not properly received before or during at the Annual General Meeting, relate to matters that are not the proper subject for action by shareholders, are irrelevant to our business, relate to material non-public information of the Company, relate to personal concerns or grievances, are derogatory to individuals or that are otherwise in bad taste, are in substance repetitious of a question or comment made by another shareholder, or are not otherwise suitable for the conduct of the Annual General Meeting as determined in our sole discretion, will not be answered. Additional rules of conduct and procedures may apply during the Annual General Meeting and will be available for you to review in advance of the meeting at www.virtualshareholdermeeting.com/BG2022.
        My shares are held through a brokerage firm, bank or other nominee. How do I register in advance to access, vote and submit questions at the Annual General Meeting?
        If you are a registered holder of common shares (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register in advance to access the Annual General Meeting. Please follow the instructions described above and on your proxy card or voter instruction form that you received.
        If you hold your common shares through a brokerage firm, bank or other nominee, you should follow the instructions provided by your brokerage firm, bank or other holder of record to be able to participate in the meeting.
        What if I have trouble accessing the Annual General Meeting virtually?
        The virtual meeting platform is fully supported across browsers (internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. You should ensure that you have a strong internet connection wherever you intend to participate in the meeting. We encourage you to access the meeting prior to the start time. You will be able to log in beginning at 10:45 a.m., Central Time on May 12, 2022. We will have a technician ready to assist you with any technical difficulties you may have accessing the Annual General Meeting.  If you encounter any difficulties accessing the Annual General Meeting, please call the technical support number that will be posted on the virtual meeting platform login page.
        If I can't participate in the live Annual General Meeting webcast, can I vote or listen to it later?
        You may vote your common shares before the meeting as described below in “How do I vote” and following the instructions on your proxy card or voter instruction form. You do not need to access the webcast to vote if you submitted your vote via proxy in advance of the Annual General Meeting. We do not intend to record the Annual General Meeting; however, we will disclose the results on a Form 8-K that we will file with the SEC within four business days of the Annual General Meeting.
        What constitutes a quorum?
        The presence at the start of the Annual General Meeting of at least two persons representing, in person or by proxy, more than one-half of our outstanding common shares will constitute a quorum for the transaction of business.
        Voting
        How many votes do I have?
        Every holder of a common share will be entitled to one vote per share for the election of each director and to one vote per share on each other matter presented at the Annual General Meeting. On March 14, 2022, there were 141,862,412 common shares issued and outstanding and entitled to vote at the Annual General Meeting.
        How do I vote?
        You can exercise your vote in the following ways:
        •By Telephone or the Internet:  If you are a shareholder of record, you may appoint your proxy by telephone, or electronically through the internet, by following the instructions on your proxy card. If you are a beneficial shareholder, please follow the instructions on your notice or voting instruction form.
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        •By Mail:  If you are a shareholder of record, you may appoint your proxy by marking, dating and signing your proxy card and returning it by mail in the enclosed postage-paid envelope. If you are a beneficial shareholder and received or requested printed copies of the proxy materials, you can vote by following the instructions on your voting instruction form.
        •At the Annual General Meeting:  If you are planning to access the Annual General Meeting, you may vote your common shares during the meeting by visiting www.virtualshareholdermeeting.com/BG2022. To vote, you will need your 16-digit control number included on your proxy card, or on the voter instruction form.
        Your vote is very important. Even if you plan to be present at the Annual General Meeting, we encourage you to vote as soon as possible.
        What if I return my proxy card but do not mark it to show how I am voting?
        If you sign and return your proxy card or voting instruction form but do not indicate instructions for voting, your common shares will be voted "FOR" each of Proposals 1, 2, 3 and 4 and "AGAINST" Proposal 5. With respect to any other matter which may properly come before the Annual General Meeting, your common shares will be voted at the discretion of the proxy holders.
        May I change or revoke my proxy?
        You may change or revoke your proxy at any time before it is exercised in one of four ways:
        1Notify our Corporate Secretary in writing at the address provided below before the Annual General Meeting that you are revoking your proxy;
        2Use the telephone or the internet to change your proxy;
        3Submit another proxy card (or voting instruction form if you hold your common shares in street name) with a later date; or
        4If you are a holder of record, or a beneficial holder with a proxy from the holder of record, by accessing and voting at the Annual General Meeting.
        You may not revoke a proxy simply by accessing the Annual General Meeting. To revoke a proxy, you must take one of the actions described above. Any written notice of revocation must be sent to the attention of our Corporate Secretary at 1391 Timberlake Manor Parkway, St. Louis, Missouri 63017, U.S.A.
        What vote is required in order to approve each proposal?
        The affirmative vote of a majority of the votes cast is required to elect each of the nominees for director (Proposal 1). As this is an uncontested election, any nominee for director who receives a greater number of votes "against" his or her election than votes "for" such election will not be elected to the Board and the position on the Board that would have been filled by the director nominee will become vacant.
        The affirmative vote of a majority of the votes cast is also required to approve the non-binding advisory vote on executive officer compensation (Proposal 2), the appointment of our independent auditor (Proposal 3) and shareholder proposal for shareholder right to act by written consent (Proposal 5). The affirmative vote of not less than 66% of all votes attaching to all shares entitling a holder to attend and vote on this proposal is necessary to amend the Bye-laws (Proposal 4).
        Proposal 2 is an advisory vote only and, as discussed in the proposal on page 34 of this proxy statement, the voting results are not binding on us. However, consistent with our record of shareholder engagement, our Board will review the results of the vote and will take them into account in considering the compensation of our executive officers.
        Pursuant to Bermuda law, (i) common shares which are represented by "broker non-votes" (i.e., common shares held by brokers which are represented at the Annual General Meeting but with respect to which the broker is not empowered to vote on a particular proposal) and (ii) common shares represented at the Annual General Meeting which abstain from voting on any matter, are not included in the determination of the common shares voting on such matter, but are counted for quorum purposes.
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        Under the rules of the NYSE, if you do not submit specific voting instructions to your broker, your broker will not have the ability to vote your common shares in connection with Proposals 1, 2, 3, 4 and 5. Accordingly, if your common shares are held in street name and you do not submit voting instructions to your broker, your common shares will be treated as broker non-votes for these proposals.
        How will voting on any other business be conducted?
        Other than the matters set forth in this proxy statement and matters incident to the conduct of the Annual General Meeting, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is properly proposed and presented at the Annual General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on the matter at the discretion of the proxy holders.
        Who will count the votes?
        Broadridge will act as the inspector of election and will tabulate the votes.
        Deadline for Appointment of Proxies by Telephone or the Internet or Returning Your Proxy Card
        Shareholders should complete and return the proxy card as soon as possible. To be valid, your proxy card must be completed in accordance with the instructions on it and received by us no later than 11:59 p.m., Eastern Time, on May 25, 2016 at11, 2022. If you appoint your proxy by telephone or the Sofitel Hotel, 45 West 44th Street, New York City. The telephone number is (212) 354-8844internet, we must receive your appointment no later than 11:59 p.m., Eastern Time, on May 11, 2022. If you participate in the Bunge share funds of the Bunge Retirement Savings Plan, the Bunge Savings Plan or the Bunge Savings Plan — Supplement A, you must submit your voting instructions by 11:59 p.m. Eastern Time on May 9, 2022 in order to allow the plan trustees time to receive your voting instructions and vote on behalf of the plans. If your common shares are held in street name and you are voting by mail, you should return your voting instruction form in accordance with the instructions on that form or as provided by the bank, brokerage firm or other nominee who holds our common shares on your behalf.
        Solicitation of Proxies
        We will bear the cost of the solicitation of proxies, including the preparation, printing and mailing of proxy materials and the fax number is (212) 354-2480.


        Tablenotice. We will furnish copies of Contentsthese proxy materials to banks, brokers, fiduciaries and custodians holding shares in their names on behalf of beneficial owners so that they may forward these proxy materials to our beneficial owners.

        We have retained Innisfree M&A Incorporated to act as proxy solicitor for the Annual General Meeting for a fee of $20,000 plus reasonable out-of-pocket expenses. In addition, we may supplement the original solicitation of proxies by mail with solicitation by telephone and other means by our directors, officers and/or other employees. We will not pay any additional compensation to these individuals for any such services.

        UNITED STATES SECURITIES AND EXCHANGE COMMISSION REPORTS

        A copy of our 20152021 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2021, as filed with the SEC, is enclosed with these proxy materials. Our Annual Report on Form 10-K is also available to shareholders free of charge on our website atwww.bunge.com under the captions "Investors — SEC Filings" or by writing to us at 50 Main Street, White Plains, New York 10606,1391 Timberlake Manor Parkway, St. Louis, Missouri 63017, U.S.A., Attention: Investor Relations.






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        OTHER MATTERS

        We know of no other business that will be brought before the Annual General Meeting. If any other matter or any proposal should be properly presented and should properly come before the meeting for action, the persons named in the accompanying proxy will vote upon such proposal at their discretion and in accordance with their best judgment.

        By order of the Board of Directors.

        Directors

        image.jpg
        March 31, 2022
        Lisa Ware-Alexander
        Vice President, Deputy General Counsel
        and Corporate Secretary
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        GRAPHICS
        Carla L. Heiss
        Secretary

        April 15, 2016

        APPENDIX A — RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
        This proxy statement contains certain "non-GAAP financial measures" as defined in Regulation G of the Securities Exchange Act of 1934. Bunge has reconciled these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures below. The non-GAAP financial measures that Bunge uses may not be comparable to similarly titled measures used by other companies.
        Adjusted earnings per share is a non-GAAP financial measure and is not intended to replace Net income attributable to Bunge or Net income per common share - diluted, the most directly comparable U.S. GAAP financial measure. Adjusted earnings per share is calculated by excluding from Net income per common share-diluted, certain gains and charges and temporary mark-to-market timing differences, as defined below. 
        Below is a reconciliation of Net income attributable to Bunge, to adjusted Net income attributable to Bunge and adjusted earnings per share:
        (US$ in millions, except per share data)2021
        Net income attributable to Bunge$2,078
        Adjustment for Mark-to-market timing differences (1)
        		12
        Adjusted for certain (gains) and charges:
        Impairment charges164
        Gain on sale of assets(165)
        Gain on sale of a business(119)
        Adjusted Net income available for common shareholders$1,970
        Weighted-average common shares outstanding - diluted, adjusted (2)
        		152
        Adjusted earnings per share - diluted$12.93
        (1) Mark-to-market timing difference comprises the estimated net temporary impact resulting from unrealized period-end gains/losses associated with the fair valuation of certain forward contracts, readily marketable inventories (RMI), and related futures contracts associated with our committed future operating capacity. The impact of these mark-to-market timing differences, which is expected to reverse over time due to the forward contracts, RMI, and related futures contracts being part of an economically-hedged position, is not representative of the operating performance of our business.    
        (2) Approximately 1 million outstanding stock options and contingently issuable restricted stock units were not dilutive and not included in the weighted-average number of common shares outstanding for the year ended December 31, 2021.
        Cash Flows
        Adjusted funds from operations is a non-GAAP financial measure and is not intended to replace Cash provided by (used for) operating activities, the most directly comparable U.S. GAAP financial measure. Adjusted funds from operations is calculated by excluding the following from Cash provided by (used for) operating activities: foreign exchange gain (loss) on net debt, net income attributable to non-controlling interests and redeemable noncontrolling interests, after-tax mark-to-market timing differences, and working capital changes.

        Below is a reconciliation of cash provided by (used for) operating activities to adjusted funds from operations:
        (US$ in millions)2021
        Cash provided by (used for) operating activities$(2,894)
        Foreign exchange gain (loss) on net debt(78)
        Beneficial interest in securitized trade receivables5,376 
        Working capital changes(369)
        Net (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests(89)
        Mark-to-market timing difference, after tax12 
        Adjusted funds from operations$1,958
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        APPENDIX AB — CATEGORICAL STANDARDS OF DIRECTOR INDEPENDENCE

        In order to qualify as independent, the Board must determine that a director has no material relationship with Bunge.

        (1)           

        1.A director will not be independent if:

        •
        the director was employed by Bunge or an immediate family member of the director was an executive officer of Bunge within the preceding three years,years;


        •
        •
        (i) the director is a current partner or employee of a firm that is Bunge's external auditor; (ii) the director has an immediate family member who is a current partner of such firm; (iii) the director has an immediate family member who is a current employee of such firm and personally works on Bunge's audit; or (iv) the director or the director's immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on Bunge's audit within that time,time;


        •
        •
        a present executive officer of Bunge serves or served on the compensation committee of the Board of directors of a company which employed the director or which employed an immediate family member of the director as an executive officer within the preceding three years,years;


        •
        •
        the director or the director's immediate family member received, during any 12-month period within the preceding three years, more than $120,000 per year in direct compensation from Bunge other than director and committee fees and pension or other forms of deferred compensation for prior service, provided that such compensation is not contingent on continued service,service; or


        •
        •
        the director is a current employee, or the director's immediate family member is a current executive officer, of another company and the other company made payments to, or received payments from, Bunge for property or services in an amount which, in any of the last three fiscal years, exceeded the greater of $1,000,000 or 2% of such other company's consolidated gross revenues.

        (2)           

        2.In addition, in order to assist it in determining what constitutes a material relationship, the Board has adopted the following categorical standards for relationships that, subject to paragraph (1) above, will not be deemed to impair a director's independence:

        •
        the director or the director's immediate family member is a director or executive officer of, or employed by, another company that sells to or purchases from Bunge agricultural commodity, fertilizer or other products or services in the ordinary course of business, provided that such transactions are on arm's length terms,


        •
        •
        the director or the director's immediate family member holds a beneficial interest in an enterprise which sells to or purchases from Bunge agricultural commodity, fertilizer or other products or services in the ordinary course of business, provided that such transactions are on arm's length terms,


        •
        •
        the director or the director's immediate family member serves as an officer, director or trustee of a charitable, educational or other not-for-profit organization, and Bunge's donations

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            to the organization or commercial relationships with the organization, as the case may be, are less than the greater of $1 million or 2% of that organization's annual gross revenues, and

        •
        transactions or relationships that ended prior to the beginning of Bunge's most recently completed three-year fiscal period.

        For purposes of these standards, immediate family members include a director's spouse, parents, children, siblings, mothers- and fathers-in- law, sons- and daughters-in-law, brothers- and sisters-in- law, and anyone (other than domestic employees) who shares the director's home. However, when applying the three-year look back provisions in the categories set forth above, individuals who are no longer immediate family members as a result of legal separation or divorce or those who have died or become incapacitated are not included.

        For relationships not covered by the foregoing standards, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, shall be made by the directors who satisfy the above independence standards. The Board's determination of each director's independence will be disclosed annually in Bunge's proxy statement.


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        APPENDIX B —C - PROPOSED AMENDMENTS TO BYE-LAWS OF BUNGE LIMITED 2016 EQUITY INCENTIVE PLAN

        BUNGE LIMTED
        2016 EQUITY INCENTIVE PLAN
        Effective May 26, 2016

          Article 1.        Establishment, Purpose and Duration

                                        1.1.    Establishment of the Plan. Bunge Limited hereby establishes the Bunge Limited 2016 Equity Incentive Plan (the "Plan"). Except as otherwise indicated, capitalized terms are defined in Article 16 below.

                                        1.2.    Purposes of the Plan. The purposes of the Plan are to (i) attract, retain and motivate key employees, consultants, and independent contractors; (ii) compensate them for their contributions to the growth and profitability of the Company; (iii) to encourage ownership of Common Stock in order to align their interests with those of shareholders; and (iv) promote the sustained long-term performance of the Company and the creation of shareholder value. The Plan seeks to achieve these purposes by providing for discretionary long term incentive Awards in the form of Options, Restricted Stock Units, SARs, Performance Units, and other stock or cash awards.

                                        1.3.    Prior Plan. The Plan replaces the Prior Plan. No Awards will be granted under the Prior Plan on or after the Effective Date, but the Prior Plan will remain in effect with respect to outstanding awards granted prior to the Effective Date.

                                        1.4.    Duration of the Plan. The Plan shall be effective on the Effective Date. The Plan shall terminate on the day before the tenth anniversary of the Plan and may be terminated earlier pursuant to Article 12. Any Awards that are outstanding upon termination of the Plan shall remain in force and effect in accordance with the terms of the Plan and any applicable Award Agreement.

          Article 2.        Administration

                                        2.1.    The Committee. The Plan shall be administered by the Committee. The Committee shall be comprised solely of Directors who are: (a) "non-employee directors" as contemplated by Rule 16b-3 under the Exchange Act; (b) "outside directors" as contemplated by Section 162(m) of the Code; and (c) "independent directors" as contemplated by Section 303A.02 of the New York Stock Exchange Listed Company Manual.

                                        2.2.    Authority of the Committee. Subject to the terms and conditions of the Plan, the Committee shall have full power and discretionary authority to:

                                (a)        designate the Participants;

                                (b)        determine the size and types of Awards;

                                (c)        approve forms of Award Agreements for use under the Plan;

                                (d)        determine the terms and conditions of each Award, including without limitation, and to the extent applicable, the Exercise Price, the Exercise Period, vesting conditions, Performance


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        Goals, Performance Periods, any vesting acceleration, waiver of forfeiture restrictions, and any other term or condition regarding any Award or its related Shares (including subjecting the Award or its related Shares to compliance with restrictive covenants);

                                (e)        construe and interpret the Plan and any agreement or instrument entered into pursuant to the Plan;

                                (f)        establish, amend or waive rules and regulations for the Plan's administration;

                                (g)        amend the terms and conditions of any outstanding Award and any instrument or agreement relating to an Award (subject to the provisions of Article 12);

                                (h)        delay issuance of Shares or suspend a Participant's right to exercise an Award as deemed necessary to comply with applicable laws;

                                (i)        determine the duration and purposes of leaves of absence that may be granted to a Participant without constituting termination of his or her employment or service for Plan purposes;

                                (j)        authorize any person to execute, on behalf of the Company, any agreement or instrument required to carry out the Plan purposes;

                                (k)        correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award, or any instrument or agreement relating to an Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect;

                                (l)        adopt such plans or subplans as may be deemed necessary or appropriate to comply with the laws of other countries, allow for tax-preferred treatment of Awards or otherwise provide for the participation by Participants who reside outside of the U.S.; and

                                (m)        make any and all determinations which it determines to be necessary or advisable for the Plan administration.

                                        2.3.    Delegation. Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the Shares are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. Without limiting the generality of the foregoing, the Committee may delegate to one or more officers of the Company or any Subsidiary the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Committee herein, and which may be so delegated as a matter of law, except for grants of Awards to persons (i) who are subject to Section 16 of the Exchange Act or (ii) who are, or who are reasonably expected to be, "covered employees" for purposes of Section 162(m) of the Code.

                                        2.4.    Decisions Binding. All determinations and decisions made by the Committee pursuant to the Plan and all related orders or resolutions of the Board shall be final, conclusive and binding on all persons interested in the Plan or an Award. The Committee shall consider such factors as it deems relevant to making its decisions, determinations and interpretations including, without limitation, the recommendations or advice of any Director, officer or employee of the Company or a


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        Subsidiary and such agents, attorneys, consultants and accountants as it may select. The Committee's determinations under the Plan need not be the same for all persons. A Participant or other holder of an Award may contest a decision or action by the Committee with respect to such person or Award and only on the grounds that such decision or action was arbitrary or capricious or was unlawful.

                                        2.5.    Indemnification. No member of the Committee, the Board or any person to whom authority was delegated in accordance with Section 2.3 above (each such person, an "Indemnifiable Person") shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan or any Award (unless constituting fraud or a willful criminal act or omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys' fees) that may be imposed upon or incurred by such Indemnifiable Person in the manner provided in the Company's bye-laws as may be amended from time to time. In the performance of their responsibilities with respect to the Plan, such individuals shall be entitled to rely upon information and advice furnished by the Company's officers, agents, attorneys, consultants and accountants and any other party deemed necessary or appropriate, and no such individual shall be liable for any action taken or not taken in reliance upon any such advice. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which an Indemnifiable Person may be entitled, or any power that the Company may have to indemnify them or hold them harmless.

                                        2.6.    Construction and Interpretation. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan, any Award or any Award Agreement shall be within the sole and complete discretion of the Committee.

                                        2.7.    Action by the Board. Notwithstanding anything in the Plan to the contrary, any authority or responsibility, which, under the terms of the Plan, may be exercised by the Committee may alternatively be exercised by the Board.

          Article 3.        Shares Subject to the Plan

                                        3.1.    Number of Shares. Subject to adjustments as provided in Section 3.3 below, the maximum aggregate number of Shares that may be issued for all purposes under this Plan shall be 5.8 million Shares. Shares issued under the Plan may consist, in whole or in part, of authorized and unissued Shares, treasury Shares or Shares reacquired by the Company in any manner, or a combination thereof.

                                        3.2.    Share Counting. The number of Shares remaining available for issuance shall be reduced by the number of Shares subject to outstanding Awards and, for Awards that are not denominated by Shares, by the number of Shares actually delivered upon settlement or payment of the Award. Notwithstanding anything in the Plan to the contrary, Shares subject to an Award will again be available for grant and issuance pursuant to the Plan to the extent the relevant Awards: (a) terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of Shares, (b) are settled in cash in lieu of Shares, or (c) are surrendered pursuant to an Exchange Program. Shares subject to an Award may not again be made available for grant and issuance pursuant to the Plan if such Shares are: (w) subject to an Option or a stock-settled SAR and were not issued upon the net settlement or


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        net exercise of such Option or SAR, (x) delivered to, or withheld by, the Company to pay the Exercise Price or the withholding taxes due with respect to an Option or SAR, (y) withheld by the Company to cover taxes incurred in connection with other stock-settled Awards, or (z) repurchased on the open market with the proceeds of an Option exercise. In addition, to the extent not prohibited by applicable law, rule or regulation, Shares delivered or deliverable in connection with any Substitute Award shall not reduce the number of Shares authorized for grant pursuant to Section 3.1 above.

                                        3.3.    Adjustments in Authorized Shares and Awards. In the event of any merger, amalgamation, reorganization, consolidation, recapitalization, stock dividend, bonus issues, extraordinary cash dividend, stock split, reverse stock split, share consolidation or subdivision, spin-off, spilt-off or similar transaction or other change in corporate structure affecting the Shares, such adjustments and other substitutions shall be made to the Plan and to Awards as the Committee deems equitable or appropriate, including, without limitation, such adjustments in the aggregate number, class and kind of securities that may be delivered, in the aggregate or to any Participant, in the number, class, kind and option or Exercise Price of securities subject to outstanding Awards as the Committee may determine to be appropriate; provided, however, that the number of Shares subject to any Award shall always be a whole number and further provided that in no event may any change be made to an ISO which would constitute a modification within the meaning of Section 424(h)(3) of the Code. Moreover, notwithstanding anything in the Plan to the contrary, an adjustment to an Award may not be made in a manner that would result in adverse tax consequences under Section 409A.

          Article 4.        Eligibility

                                        The Committee may select any Employee or Consultant to receive an Award; provided, however, that ISOs shall only be granted to Employees in accordance with Section 422 of the Code.

          Article 5.        Restricted Stock Units

                                        5.1.    Award of Restricted Stock Units. The Committee may grant Restricted Stock Units to an Employee or Consultant with such terms and provisions that the Committee shall determine.

                                        5.2.    Terms of Restricted Stock Units. Each Award of RSUs shall be subject to an Award Agreement that shall set forth (a) the number or a formula for determining the number of Shares subject to the Award, (b) the terms and conditions regarding the grant, vesting and forfeiture of the RSUs and (c) such other terms and conditions as may be appropriate.

                                        5.3.    Vesting Conditions. The Committee shall determine the vesting schedule for each Award of RSUs. Vesting shall occur, in full or in installments, upon satisfaction of the terms and conditions specified in the Award Agreement. The Committee shall have the right to make the vesting of RSUs subject to the continued employment or service of a Participant, passage of time or such performance criteria as deemed appropriate by the Committee, which criteria may be based on financial performance and personal performance evaluations.


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                                        5.4.    Settlement of Restricted Stock Units. Earned RSUs shall be settled in a lump sum or in installments on or after the date(s) set forth in the Award Agreement. The Committee may settle earned RSUs in cash, Shares, or a combination of both. Distribution may occur or commence when the vesting conditions applicable to a RSU have been satisfied or, if the Committee so provides in an Award Agreement, it may be deferred in accordance with applicable law, to a later date. The Committee may also permit a Participant to defer payment of Shares related to a RSU provided that the terms of the RSU and any deferral satisfy the requirements of applicable law and the deferral is pursuant to a deferred compensation plan offered by the Company or a Subsidiary.

          Article 6.        Performance Units

                                        6.1.    Award of Performance Units. The Committee may grant Performance Units to an Employee or Consultant with such terms and provisions that the Committee shall determine.

                                        6.2.    Terms of Performance Units. Each Award of Performance Units shall be subject to an Award Agreement that shall set forth (a) the number of Performance Units granted or a formula for determining the number of Performance Units subject to the Award, (b) the initial value (if applicable) of the Performance Units, (c) the Performance Goals and level of attainment that shall determine the number of Performance Units to be paid out, (d) such terms and conditions regarding the grant, vesting and forfeiture of the Performance Units and (e) such other terms and conditions as may be appropriate.

                                        6.3.    Earning of Performance Units. After completion of an applicable Performance Period, the holder of Performance Units shall be entitled to receive a payout with respect to the Performance Units earned by the Participant over the Performance Period. Payment shall be determined by the Committee based on the extent to which the Performance Goals have been achieved and together with the satisfaction of any other terms and conditions set forth in the Plan and the applicable Award Agreement. No payment shall be made with respect to a Performance Unit prior to certification by the Committee that the Performance Goals have been achieved.

                                        6.4.    Settlement of Performance Units. Earned Performance Units shall be settled in a lump sum or in installments after the date(s) set forth in the Award Agreement. The Committee may settle earned Performance Units in cash or in Shares (or in a combination thereof), which have an aggregate Fair Market Value equal to the value of the earned Performance Units. Distribution may occur or commence after completion of the applicable Performance Period and the satisfaction of any applicable vesting conditions or, if the Committee so provides in an Award Agreement, it may be deferred, in accordance with applicable law, to a later date. The Committee may also permit a Participant to defer settlement of Shares related to a Performance Unit to a date or dates after the Performance Unit is earned provided that the terms of the Performance Unit and any deferral satisfy the requirements of applicable law and the deferral is pursuant to a deferred compensation plan offered by the Company or a Subsidiary.

          Article 7.        Stock Options and Stock Appreciation Rights

                                        7.1.    Award of Options and SARs. The Committee may grant Options, SARs or both, to an Employee or Consultant with such terms and provisions that the Committee shall determine.


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                                        7.2.    Terms of Options and SARs. Each Award of Options or SARs shall be subject to an Award Agreement that shall set forth (a) the term or duration of the Options or SARs, (b) the number of Shares subject to the Options or SARs, (c) the Exercise Price, (d) the Exercise Period and (e) such other terms and conditions as may be appropriate. The Committee may grant Options in the form of ISOs, NQSOs or a combination thereof. Each Award Agreement also shall specify whether the Options are intended to be an ISO or a NQSO.

                                        7.3.    Duration of Options and SARs. Each Option or SAR shall expire at such time as the Committee shall determine at the time the Award is granted; provided, however, that no Option or SAR shall be exercisable later than the tenth (10th) anniversary of its date of grant.

                                        7.4.    Exercise of and Payment for Options and SARs. Options and SARs shall be exercisable at such times and be subject to such terms and conditions as the Committee shall approve, which need not be the same for each Award or for each Participant. Options and SARs shall be exercised by the delivery of a written notice of exercise to the Company or its designated agent, setting forth the number of Shares to be exercised with respect to the Options or SARs, and, in the case of Options, accompanied by full payment for the Shares.

                                        The Exercise Price upon exercise of any Option shall be payable to the Company in full either: (a) in cash or its equivalent, (b) by tendering, either by actual or constructive delivery, previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Exercise Price, (c) by net Share settlement or similar procedure involving the cancellation of a portion of the Option representing Shares with an aggregate Fair Market Value at the time of exercise equal to the Exercise Price or (d) by any combination thereof. To the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, the Committee also may allow cashless exercise as permitted under Federal Reserve Board's Regulation T, subject to applicable securities law restrictions, or by any other means which the Committee determines to be consistent with the Plan's purpose and applicable law.

                        ��               As soon as practicable after receipt of a written notification of exercise of an Option and provisions for full payment for an Option, the Company shall issue to the Participant an appropriate number of Shares based upon the number of Shares purchased under the Option.

                                        Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount equal to the product of: (a) the excess of (i) the Fair Market Value of a Share on the date of exercise over (ii) the Exercise Price of the SAR, multiplied by (b) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, payment upon the exercise of a SAR may be in cash, in Shares of equivalent value or in a combination thereof. The Committee's determination regarding the form of SAR payout shall be set forth in an applicable Award Agreement.

                                        7.5.    Automatic Exercise. The Committee may provide that, in the event that (i) an Option or SAR is not exercised or settled by the last day of the Exercise Period, (ii) the Participant is legally precluded from otherwise exercising such Option or SAR before the last day of the Exercise Period due to legal restrictions or Company policy (including policies on trading in Shares), and (iii) the Exercise Price of such Option or SAR is below the Fair Market Value of a Share on the last day of the Exercise Period, as determined by the Committee, then the Option or SAR may be deemed exercised on such date, with no action required on the part of the Participant, with a spread equal to


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        the Fair Market Value of the Shares subject to the Award on such date minus the Exercise Price for those Shares. The resulting proceeds net of any required tax withholding and any applicable costs shall be paid to the Participant or the Participant's legal representative.

                                        7.6.    Restrictions on Repricing, Repurchases, and Discounts. Other than in connection with a transaction described in Section 3.3, without shareholder approval, (i) the Exercise Price of an Option or SAR may not be reduced, directly or indirectly, after the grant of the Award; (ii) an Option or SAR may not be cancelled in exchange for cash, other Awards, or Options or SARs with an Exercise Price that is less than the Exercise Price of the original Option or SAR; and (iii) the Company may not repurchase an Option or SAR for value (in cash, substitutions, cash buyouts, or otherwise) at any time when the Exercise Price of a Stock Option or SAR is above the Fair Market Value of a Share. In no event shall the Exercise Price of an Option or the grant price per Share of a SAR be less than 100% of the Fair Market Value of a Share on the date of grant;provided,however that the Exercise Price of a Substitute Award granted as an Option shall be determined in accordance with Section 409A and may be less than 100% of the Fair Market Value.

                                        7.7    Incentive Stock Options. The Exercise Price of an ISO shall be fixed by the Committee at the time of grant or shall be determined by a method specified by the Committee at the time of grant, but in no event shall the Exercise Price be less than the minimum Exercise Price specified in Section 7.6. No ISO may be issued to any individual who, at the time the ISO is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, unless (i) the Exercise Price determined as of the date of grant is at least 110% of the Fair Market Value on the date of grant of the Shares subject to such ISO and (ii) the ISO is not exercisable more than five years from the date of grant thereof. No Participant shall be granted any ISO which would result in such Participant receiving a grant of ISO that would have an aggregate Fair Market Value in excess of $100,000, determined as of the time of grant, that would be exercisable for the first time by such Participant during any calendar year. Any grants in excess of this limit shall be treated as NQSOs. No ISO may be granted under the Plan after the tenth anniversary of the Effective Date. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, (as amended from time to time.25 May 2016)

        Article 8.        Other Awards

                                        Subject to limitations under applicable law, the Committee may grant such other Awards to Employees and Consultants that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares as deemed by the Committee to be consistent with the purposes


        BYE-LAWS
        of the Plan. The Committee may also grant Shares as a bonus, or may grant other Awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements. The terms and conditions applicable to such other Awards shall be determined from time to time by the Committee and set forth in an applicable Award Agreement.

        BUNGE LIMITED



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        Bye-LawPage
        INTERPRETATION
        1.InterpretationC-4
        BOARD OF DIRECTORS
        2.Board of DirectorsC-5
        3.Management of the CompanyC-5
        4.Power to appoint managerC-5
        5.Power to authorise specific actionsC-5
        6.Power to appoint attorneyC-5
        7.Power to delegate to a committeeC-6
        8.Power to appoint and dismiss employeesC-6
        9.Power to borrow and charge propertyC-6
        10.Exercise of power to purchase shares of or discontinue the CompanyC-6
        11.Number and Tenure of DirectorsC-6
        12.Defects in appointment of DirectorsC-7
        13.Alternate DirectorsC-7
        14.Removal of DirectorsC-7
        15.Vacancies on the BoardC-7
        16.Notice of meetings of the BoardC-7
        17.Quorum at meetings of the BoardC-8
        18.Meetings of the BoardC-8
        19.Unanimous written resolutionsC-8
        20.Contracts and disclosure of Directors’ interestsC-8
        21.Remuneration of Directors and Members of CommitteesC-8
        OFFICERS
        22.Officers of the CompanyC-9
        23.Appointment of OfficersC-9
        24.Remuneration of OfficersC-9
        25.Duties of OfficersC-9
        26.Chairman of meetingsC-9
        27.Register of Directors and OfficersC-9
        C-1
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          Article 9.        General Provisions Applicable to Awards

                                        9.1.    Limits on Awards. Subject to any adjustments described in Section 3.3 the following limits shall apply to Awards:

                                (a)        No more than an aggregate of 1,000,000 Shares may be issued under ISOs;

                                (b)        The maximum number of Shares subject to RSUs that may be granted to a Participant during any one calendar year is 1,000,000;

                                (c)        The maximum number of Shares subject to Performance Units that may be granted to a Participant during any one calendar year is 1,000,000;

                                (d)        The maximum number of Shares subject to either Options or SARs that may be granted to a Participant during any one calendar year is 1,000,000;

                                (e)        The maximum amount of cash-denominated Other Awards that may be granted to a Participant during any one calendar year is $2,500,000; and

                                (f)        The maximum number of Shares subject to share-denominated Other Awards that may be granted to a Participant during any one calendar year is 1,000,000.

        To the extent not prohibited by applicable laws, rules and regulations, any Shares underlying Substitute Awards shall not be counted against the number of Shares remaining for issuance and shall not be subject to the individual limits contained in Section 3.1 or this Section 9.1.

                                        9.2    Restrictions on Performance-Based Awards. The Committee may determine whether any Award, including Performance Units, under the Plan is intended to meet the requirements for "qualified performance-based compensation" as that term is used in Section 162(m) of the Code. The following provisions shall apply to any Awards intended to satisfy such requirements:

                                (a)        Any such Awards designated to be "qualified performance-based compensation" shall be conditioned on the achievement of one or more Performance Goals to the extent required by Section 162(m) and will be subject to all other conditions and requirements of Section 162(m).

                                (b)        The Performance Goals shall be determined in accordance with generally accepted accounting principles (subject to adjustments and modifications for specified types of events or circumstances approved by the Committee in advance) consistently applied on a Subsidiary, business unit, division, segment, product line, function or consolidated basis or any combination thereof. Adjustment events include (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (iv) charges for any reorganization and restructuring programs; (v) unusual or infrequent charges or losses as described in Accounting Standards Codification 225-20-20 or elements of adjusted income in the management's discussion and analysis of financial condition and results of operations appearing in the Company's annual report to shareholders for the applicable year; (vi) the impact of acquisitions or divestitures; (vii) foreign exchange gains and losses and (viii) gains or losses on asset sales.

                                (c)        The Performance Goals may be described in terms of objectives that are related to the individual Participant or objectives that are Company-wide or related to a Subsidiary, business


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        unit, division, segment, product line, or function or combination thereof and may be measured on an absolute or cumulative basis or on the basis of percentage of improvement over time, and may be measured in terms of Company performance (or performance of the applicable Subsidiary, business unit, division, segment, product line, or function or combination thereof) or measured relative to selected peer companies or a market index. At the time of grant, the Committee may provide for adjustments to the performance criteria in accordance with Section 162(m). The Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award.

                                (d)        The Participants will be designated, and the applicable Performance Goals will be established, by the Committee not later than 90 days following the commencement of the applicable Performance Period (or such earlier or later date permitted or required by Section 162(m)). Each Participant will be assigned a target amount of Shares or cash payable if Performance Goals are achieved. Any payment of an Award granted with Performance Goals shall be conditioned on the written certification of the Committee in each case that the Performance Goals and any other material conditions were satisfied. The Committee may determine, at the time of grant, that if performance exceeds the specified Performance Goals, the Award may be settled with payment greater than the target Performance Goals, but in no event may such payment exceed the limits set forth in Section 9.1. The Committee retains the right to reduce any such Award notwithstanding the attainment of the Performance Goals.

                                        9.3.    Performance Awards Not Subject to Section 162(m). The Committee may also grant performance-based Awards not intended to qualify as "qualified performance-based compensation" under Section 162(m) of the Code. With respect to such Awards, the Committee may establish performance targets and goals based on any criteria it deems appropriate and shall not be required to follow the procedures or schedule specified in Section 9.2.

                                        9.4.    Restrictions on Transfers of Awards. Except as may be provided by the Committee, no Award and no right under any such Award, shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution or, except in the case of an ISO, pursuant to a domestic relations order, as the case may be;provided,however, that the Committee may, subject to applicable laws, rules and regulations and such terms and conditions as it shall specify, permit the transfer of an Award, other than an ISO, for no consideration to a permitted transferee. Each Award, and each right under any Award, shall be exercisable, during the Participant's lifetime, only by the Participant or, if permissible under applicable law, by the Participant's guardian or legal representative. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company or any Subsidiary.

                                        9.5.    Restrictions on Transfers of Shares. The Committee may impose such restrictions on any Shares acquired pursuant to an Award as it may deem advisable, including, without limitation, restrictions to comply with applicable Federal securities laws, with the requirements of any stock exchange upon which such Shares are then listed and with any blue sky or state securities laws applicable to such Shares.


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                                        9.6.    Additional Restrictions on Awards and Shares. Either at the time an Award is granted or by subsequent action, the Committee may, but need not, impose such restrictions, conditions or limitations as it determines appropriate on the Award, any Shares issued under an Award, or both, including, without limitation, (a) restrictions under an insider trading policy, (b) any compensation recovery policy or policies established by the Company as such policy or policies may be amended from time to time, (c) share retention guidelines, minimum holding requirements and other restrictions designed to delay or coordinate the timing and manner of sales, (d) restrictions as to the use of a specified brokerage firm for receipt, resales or other transfers of such Shares, (e) restrictions relating to a Participant's activities following termination of employment or service, including but not limited to, competition against the Company, disclosure of Company confidential information, and solicitation of Company employees and/or customers, and (f) other policies that may be implemented by the Board from time to time.

                                        9.7.    Minimum Vesting Period. All Awards shall have a vesting period of not less than one year from date of grant, including those Awards that are subject to Performance Goals or other performance-based objectives; provided, however, that Awards that result in the issuance of an aggregate of up to 5% of the Shares available pursuant to Section 3.1 may be granted to any one or more Participants without respect to such minimum vesting provisions. Notwithstanding anything in this Plan to the contrary, Substitute Awards shall not be subject to the minimum vesting provisions of this Section 9.7.

                                        9.8.    Shareholder Rights; Dividend Equivalents. Except as provided in the Plan or an Award Agreement, no Participant shall have any Shares subject to an Award and any of the rights of a shareholder unless and until such Participant has satisfied all requirements for exercise or vesting of the Award pursuant to its terms, Shares have actually been issued, restrictions imposed on the Shares, if any, have been removed, and the Shares are entered upon the records of the duly authorized transfer agent of the Company. The recipient of a Award (other than Options and SARs) may be entitled to receive Dividend Equivalents, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested and subject to vesting and forfeiture to the same extent as the underlying Award; provided, however, that Dividend Equivalents shall only become payable if and to the extent the underlying Award vests, regardless of whether or not vesting is contingent upon continued employment, the achievement of Performance Goals, or both.

                                        9.9.    Termination of Employment or Service. Each Award Agreement shall set forth the terms relating to the treatment of an Award in the event of a Participant's termination of employment or service, including, without limitation, the extent to which the right to vest, exercise or receive payout of an Award may continue following termination of the Participant's employment or service with the Company and its Subsidiaries, including due to death or Disability, and any forfeiture provisions. Such provisions shall be determined by the Committee in its discretion, shall be included in the Award Agreement applicable to a Participant, need not be uniform among all Awards or among all Participants and may reflect distinctions based on the reasons for termination of employment or service.

                                        9.10.    Effect of Change in Status. The Committee shall have the discretion to determine the effect upon an Award, in the case of (i) any individual who is employed with, or


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        engaged by, an entity that ceases to be a Subsidiary, (ii) any leave of absence approved by the Company or a Subsidiary, (iii) any change in the Participant's status from an Employee to a Consultant, or vice versa, and (iv) at the request of the Company or a Subsidiary, any Participant who becomes employed by any partnership, joint venture, corporation or other entity not meeting the requirements of a Subsidiary.

          Article 10.        Change of Control

                                        Unless specifically prohibited by the Plan or unless the Committee provides otherwise prior to the Change of Control, upon the occurrence of a Change of Control and a termination of a Participant's employment or service with the Company or a Subsidiary without Cause on or before the occurrence of the two year anniversary of the occurrence of a Change of Control:

                                (a)        Any restrictions imposed on RSUs shall be deemed to have expired;

                                (b)        With respect to all outstanding Awards of Performance Units and other performance-based Awards, the Committee (i) shall determine the greater of (x) the payout at the target number of Performance Units granted for the entire Performance Period and (y) the payout based upon the actual performance level attained as of the last day of the calendar quarter immediately prior to the date of the Participant's termination without Cause, in either case, after giving effect to the accumulation of Dividend Equivalents, and (ii) shall pay to the Participant the greater of such amounts, prorated based upon the number of complete and partial calendar months within the Performance Period which have elapsed as of the date of the Participant's termination without Cause. Payment shall be made in cash or in shares, as determined by the Committee;

                                (c)        Any and all outstanding and unvested Options and SARs shall become immediately exercisable; and

                                (d)        Any restrictions imposed on any and all outstanding and unvested Other Awards shall be deemed to have expired.

          Article 11.        Corporate Transactions.

                                        11.1.    Assumption or Replacement of Awards by Successor. In the event of a Change of Control, any or all outstanding Awards may be assumed or replaced by the successor entity, which assumption or replacement shall be binding on all Participants. In the alternative, the successor entity may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to shareholders of the Company (after taking into account the existing provisions of the Awards). In the event such successor entity refuses to assume, replace or substitute Awards, as provided above, pursuant to a Change of Control, then notwithstanding any other provision in this Plan to the contrary, such Awards shall have their vesting accelerate as to all Shares subject to such Awards immediately prior to the Change of Control unless otherwise determined by the Board and then such Awards will terminate. In addition, in the event such successor entity refuses to assume, replace or substitute Awards, as provided above, the Committee will notify Participants in writing that such Awards will be exercisable for a period of time determined by the Committee in its discretion, and such Awards will terminate upon the expiration of such period. Awards need not be treated


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        similarly in a Change of Control. Except as provided in Article 10 and in this Section 11.1, the vesting, payment, purchase or distribution of an Award may not be accelerated by reason of a Change of Control.

                                        11.2.    Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting a Substitute Award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan.

          Article 12.        Amendment, Modification and Termination

                                        12.1.    Amendment, Modification and Termination. The Board may, at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part; provided, however, that no amendment which requires shareholder approval in order for the Plan to comply with Section 422 of the Code, Section 303A.08 of the New York Stock Exchange Listed Company Manual, or any other applicable law, regulation or rule, shall be effective unless such amendment shall be approved by the requisite vote of the shareholders.

                                        12.2.    Awards Previously Made. No termination, amendment or modification of the Plan shall adversely affect in any material way any outstanding Award, without the written consent of the Participant holding such Award unless such termination, modification or amendment is required by applicable law.

          Article 13.        Tax Withholding

                                        The Company or a Subsidiary, as appropriate, may require any individual entitled to receive a payment of an Award to remit to the Company, prior to payment, an amount sufficient to satisfy any applicable tax withholding requirements. In the case of an Award payable in Shares, the Company or a Subsidiary, as appropriate, may permit or require a Participant to satisfy, in whole or in part, the obligation to remit taxes by directing the Company to withhold Shares that would otherwise be received by the individual, or may repurchase Shares that were issued to the Participant, to satisfy the minimum statutory withholding rates for any applicable federal, state, local or foreign tax withholding purposes, in accordance with applicable law and pursuant to any rules that the Company may establish from time to time. The Company may establish procedures to allow Participants to satisfy such withholding obligations through a net share settlement procedure or the withholding of Shares subject to the applicable Award. The Company or a Subsidiary, as appropriate, shall also have the right to deduct from all cash payments made to a Participant (whether or not the payment is made in connection with an Award) any applicable taxes required to be withheld with respect to payments under the Plan.

          Article 14.        General Provisions

                                        14.1.    Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular and the singular shall include the plural.


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                                        14.2.    Headings and Severability. The headings of Articles and Sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Plan. In the event any Plan provision shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining Plan provisions, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

                                        14.3.    Successors. All Company obligations with respect to Awards, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business or assets of the Company.

                                        14.4.    No Right to Employment or Engagement. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant's employment or engagement at any time, for any reason or no reason in the Company's discretion, nor confer upon any Participant any right to continue in the employ or service of the Company or any Subsidiary.

                                        14.5.    Participation. No Employee shall have the right to be selected to receive an Award, or, having been so selected, to be selected to receive a future Award.

                                        14.6.    Requirements of Law. The making of Awards and the issuance of Shares shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. The Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares pursuant to the exercise or vesting of any Award, unless and until the Board or the Committee has determined, with advice of counsel, that the issuance of such Shares is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares are listed or traded, and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided in the Plan, the Board or the Committee may require that a holder make such reasonable covenants, agreements, and representations as the Board or the Committee deems advisable in order to comply with any such laws, regulations, or requirements.

                                        Notwithstanding any other provision set forth in the Plan, if required by the then-current Section 16 of the Exchange Act, any "derivative security" or "equity security" offered pursuant to the Plan to any Insider may not be sold or transferred within the minimum time limits specified or required in such rule, except to the extent Rule 16b-3 exempts any such sale or transfer from the restrictions of Section 16 of the Exchange Act. The terms "equity security" and "derivative security" shall have the meanings ascribed to them in the then-current Rule 16a-1 under the Exchange Act.

                                        14.7.    Securities Law Compliance. With respect to Insiders, Plan transactions are intended to comply with all applicable conditions of the Federal securities laws. To the extent any Plan provision or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

                                        14.8.    Governing Law. To the extent not preempted by Federal law, the Plan, the Award Agreements and all agreements thereunder, shall be construed in accordance with, and subject to, the laws of the State of New York applicable to contracts made and to be entirely performed in


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        New York and wholly disregarding any choice of law provisions that might otherwise be contrary to this express intent.

                                        14.9.    Effect on Other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

                                        14.10.    Unfunded Plan. The Plan is intended to be an unfunded plan for incentive compensation. With respect to any payments not yet made to a holder pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the holder any rights that are greater than those of a general creditor of the Company or any affiliate.

                                        14.11.    Recoupment. Notwithstanding anything in the Plan to the contrary, all Awards granted under the Plan, any payments made under the Plan and any gains realized upon exercise or settlement of an Award shall be subject to claw-back or recoupment as permitted or mandated by applicable law, rules, regulations or any Company policy as enacted, adopted or modified from time to time.

                                        14.12.    Award Agreement. In the event of any conflict or inconsistency between the Plan and any Award Agreement, the Plan shall govern and the Award Agreement shall be interpreted to minimize or eliminate any such conflict or inconsistency.

          Article 15.        Compliance with Section 409A of the Code.

                                        The parties intend that Plan payments and benefits comply with Section 409A to the extent it applies or an exemption therefrom, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and be administered to be in compliance therewith. Any payments described in the Plan that are due within the "short-term deferral period" as defined in Section 409A shall be paid prior to the 15th day of the third month of the calendar year immediately following the calendar year in which any applicable restrictions lapse and shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan: (i) no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A and becomes payable by reason of a Participant's termination of employment or service with the Company will be made to such Participant until such Participant's termination of employment or service constitutes a "separation from service" under Section 409A; and (ii) to the extent required in order to comply with Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided during the six (6) month period immediately following the Participant's termination of employment shall instead be paid on the first business day after the date that is six (6) months following the Participant's separation from service (or upon the Participant's death, if earlier). In addition, for Plan purposes, each amount to be paid or benefit to be provided to the Participant pursuant to the Plan, which constitute deferred compensation subject to Section 409A, shall be construed as a separate identified payment for purposes of Section 409A. For any Plan payment that constitutes "non-qualified deferred compensation" under Section 409A, to the extent required to comply with Section 409A, a Change of Control shall be deemed to have occurred with respect to such payment only if a change in the ownership or effective control of the Company or a


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        change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A. The Company makes no representation that any or all of the payments or benefits described in this Plan will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. A Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

          Article 16.        Definitions

                                        Whenever used in the Plan, the following terms shall have the meanings set forth below and, when such meaning is intended, the initial letter of the word is capitalized:

                                        "Approved Member" shall mean the individuals who, as of the Effective Date, constitute the Board and subsequently elected members of the Board whose election is approved or recommended by at least a majority of such current members or their successors whose election was so approved or recommended (other than any subsequently elected members whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board).

                                        "Award" shall mean, individually or collectively, an Award of RSUs, Performance Units, NQSOs, ISOs, SARs or any other type of Award permitted under Article 8.

                                        "Award Agreement" shall mean any written or electronic agreement or document evidencing any Award granted by the Committee, which may, but need not, be signed or acknowledged by the Company or a Participant as determined by the Committee. Award Agreements shall, in the discretion of the Committee, contain such terms and conditions that are not inconsistent with the terms of the Plan.

                                        "Board" shall mean the Board of Directors of the Company.

                                        "Cause" shall mean (unless otherwise expressly provided in the applicable Award Agreement, or another applicable contract with the Participant that defines such term for purposes of determining the effect that a "for cause" termination has on the Participant's Awards) the termination of a Participant's employment or service with the Company in connection with:

                                (a)        any willful and continued failure or refusal of a Participant to substantially perform the duties required of him or her;

                                (b)        a Participant's conviction of, or a plea ofnolo contendere to, a felony under U.S. law or applicable state law or any similar offense under non-U.S. law, or any misdemeanor or similar offense under non-U.S. law involving moral turpitude (other than any traffic-related offense), or

                                (c)        a Participant's willful commission of an act of fraud, forgery, theft, misappropriation or embezzlement; or

                                (d)        any other willful misconduct by a Participant that is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company;

                                        provided that if a cure is reasonably possible in the circumstances, the Participant will have the right to cure the existence of any events purporting to trigger Cause under clauses (a) or


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        (d) above for a period of 30 days after the date notice of the triggering event is given to the Participant by the Company (except that the Company will not be required to provide more than one notice as to any recurring similar conduct). A termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Committee) on the later of (i) the date on which the Company or any affiliate first gives written notice to the Participant of a finding of termination for Cause or (ii) the expiration of any applicable cure period during which the Participant fails to remedy the circumstances triggering Cause.

                                        "Change of Control" shall mean the occurrence of any of the following events.

                                (a)        the acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act and the applicable rulings and regulations thereunder) of 35% or more of the Common Stock;

                                (b)        the consummation after approval by the shareholders of the Company of either (i) a plan of complete liquidation or dissolution of the Company or (ii) a merger, amalgamation or consolidation of the Company with any other corporation, the issuance of voting securities of the Company in connection with a merger, amalgamation or consolidation of the Company, a sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (each, a "Business Combination"), unless, in each case of a Business Combination, immediately following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of the Common Stock issued and outstanding immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Common Stock; or

                                (c)        the failure for any reason of the Approved Members to constitute at least a majority of the Board.

                                        With respect to any Award that is subject to Section 409A and payment is to be accelerated in connection with the Change of Control, solely for purposes of determining the timing of payment, no event(s) set forth in clauses (a), (b) or (c) above shall constitute a Change of Control for purposes of this Plan unless such event(s) also constitutes a "change in the ownership", "change in the effective control" or a "change in the ownership of a substantial portion of the assets" of the Company as defined under Section 409A.

                                        For purposes of the definition of "Change of Control," a "Person" shall mean any person, entity or "group" within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, except that such term shall not include (a) Bunge International Limited, (b) any member of the Company and its Subsidiaries, (c) a trustee or other fiduciary holding securities under an employee benefit plan of any member of the Company and its Subsidiaries, (d) an underwriter temporarily holding securities pursuant to an offering of such securities or (e) an entity owned, directly or


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        indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company

                                        "Code" shall mean the Internal Revenue Code of 1986, as such is amended from time to time, including any applicable regulations, and any reference to a section of the Code shall include any successor provision of the Code.

                                        "Committee" means the Compensation Committee of the Board.

                                        "Common Stock" means the common shares of the Company, par value $.01 per share.

                                        "Company" means Bunge Limited, a Bermuda company, or any successor thereto as provided in Section 14.3.

                                        "Consultant" shall mean any natural person engaged by the Company or a Subsidiary to render services, but who is not an Employee provided, that a Consultant will include only those persons to whom the issuance of Common Stock may be registered under Form S-8 under the Securities Act.

                                        "Director" means any individual who is a member of the Board.

                                        "Disability" mean for (a) Participants covered by the long term disability plan of the Company or a Subsidiary, disability as defined in such plan; and (b) for all other Participants, a physical or mental condition of the Participant resulting from bodily injury, disease or mental disorder which renders the Participant incapable of continuing the Participant's usual or customary employment or service with the Participant's employer or service recipient for a period of not less than six consecutive months. The disability of the Participant shall be determined by the Committee in good faith after reasonable medical inquiry, including consultation with a licensed physician as chosen by the Committee, and a fair evaluation of the Participant's ability to perform his or her duties. Notwithstanding the previous two sentences, with respect to an Award that is subject to Section 409A where the payment or settlement of the Award will accelerate upon termination of employment or service as a result of the Participant's Disability, solely for purposes of determining the timing of payment, no such termination will constitute a Disability for purposes of the Plan or any Award Document unless such event also constitutes a "disability" as defined under Section 409A.

                                        "Dividend Equivalent" means, with respect to Shares subject to Awards, a right to an amount equal to dividends declared on an equal number of issued and outstanding Shares.

                                        "Effective Date" means May 26, 2016, subject to the approval of the Plan by the shareholders of the Company at the 2016 annual meeting of shareholders.

                                        "Employee" means each employee of the Company or any Subsidiary.

                                        "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

                                        "Exchange Program" means a program pursuant to which outstanding Awards are surrendered, cancelled or exchanged for cash, the same type of Award or a different Award (or combination thereof).


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                                        "Exercise Period" means the period during which a SAR or Option is exercisable, as set forth in the related Award Agreement.

                                        "Exercise Price" means the price at which a Share may be purchased by a Participant pursuant to an Option or SAR, as determined by the Committee and set forth in an Award Agreement. Other than in connection with Substitute Awards, the exercise price per Share shall not be less than 100% of the Fair Market Value of a Share on the date an Option or SAR is granted.

                                        "Fair Market Value" of a Share as of any date means: the average of the highest and lowest sale prices of the Common Stock on the date of determination (or the mean of the closing bid and asked prices for the Common Stock if no sales were reported) as reported by the New York Stock Exchange or other domestic stock exchange on which the Common Stock is listed. If the Common Stock is not listed on a domestic stock exchange, Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable and in compliance with Section 409A. If the determination date for the Fair Market Value occurs on a weekend, holiday or other non-Trading Day, the Fair Market Value will be the price as determined above on the immediately preceding Trading Day, unless otherwise determined by the Committee. The determination of Fair Market Value for purposes of tax withholding may be made in the discretion of the Committee subject to applicable laws and is not required to be consistent with the determination of Fair Market Value for other purposes. For purposes of achieving an exemption from Section 409A in the case of affected Participants subject to Section 409A, Fair Market Value shall be determined in a manner consistent with Section 409A.

                                        "Indemnifiable Person" shall have the meaning set forth in Section 2.5.

                                        "Incentive Stock Option" or "ISO" means an option to purchase Shares, granted under Article 7, which is designated as an ISO and satisfies the requirements of Section 422 of the Code.

                                        "Insider" means an Employee who is, on the relevant date, an officer, Director or ten percent (10%) beneficial owner of the common shares, as contemplated by Section 16 of the Exchange Act.

                                        "Nonqualified Stock Option" or "NQSO" means an option to purchase Shares, granted under Article 7, which is not intended to be an ISO.

                                        "Option" means an ISO or a NQSO.

                                        "Participant" means an Employee or Consultant who holds an outstanding Award.

                                        "Performance Goals" means, any of the general performance objectives, selected by the Committee and specified in an Award Agreement, from among the performance criteria set forth on Schedule A hereto, either individually, alternatively or in any combination, applied to the Company as a whole or any Subsidiary, business unit, division, segment, product line, or function or any combination of the foregoing, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable, on an absolute basis or relative to a pre-established target, to determine whether the performance goals established by the Committee with respect to an applicable Award has been achieved.


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                                        "Performance Period" means the period of time during which the Performance Goals will be measured to determine what, if any, Performance Units have been earned. A Performance Period shall, in all cases, be at least twelve (12) months in length.

                                        "Performance Unit" means the right of a Participant to receive cash or Shares, upon achievement of the Performance Goals, in accordance with the Plan.

                                        "Restricted Stock Unit" or "RSU" means an Award to a Participant covering a number of Shares that at a later date may be settled in cash, or by issuance of those Shares.

                                        "Section 409A" means Section 409A of the Code.

                                        "Share" means a share of Common Stock.

                                        "Stock Appreciation Right" or "SAR" means a right, granted alone or in connection with a related Option, designated as a SAR, to receive a payment on the day the right is exercised, pursuant to Article 7. Each SAR shall be denominated in terms of one Share.

                                        "Subsidiary" means any corporation that is a "subsidiary corporation" of the Company as that term is defined in Section 424(f) of the Code.

                                        "Substitute Awards" shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.


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        Schedule A

        ​​MINUTES​ ​​ ​​ ​​
        28.Obligations of Board to keep minutesFINANCIAL PERFORMANCE MEASURESC-9
        ​ ​​ ​​​​ ​​
        INDEMNITYaccounts payablemargin
        29.Indemnification of Directors and Officers of the Companyaccounts receivablemarket capitalizationC-10
        30.Waiver of claim by Membercash flownet financial debtC-10
        cash-flow return on investmentnet sales
        MEETINGScash value addedoperating cash flow
        31.Notice of annual general meetingdays cash cycleoperating earnings before asset impairmentC-10
        32.Notice of special general meetingdays sales outstandingoperating profitC-10
        33.Accidental omission of notice of general meetingdebtpre-tax incomeC-10
        34.Meeting called on requisition of Members and Member Proposalsearnings before interest and tax (EBIT)return on equityC-10
        35.Nomination of Directorsearnings before interest, tax depreciation andreturn on invested capitalC-11
        36.Short noticeamortization (EBITDA)return on net assetsC-12
        37.Postponement and Cancellation of meetingsearnings per sharereturn on tangible net assetsC-12
        38.Quorum for general meetingearnings per share from continuing operationsreturn on tangible net worthC-12
        39.Adjournment of meetingseconomic value addedrevenue growthC-12
        40.Written resolutionseffective tax rateselling general and administrative expensesC-12
        41.Attendance of Directorsfree cash flowshare priceC-13
        42.Voting at meetingsimpairment write offstotal shareholder returnC-13
        43.Voting by pollincome from continuing operations (net incomerelative total shareholder returnC-13
        44.Manner of taking a pollafter minority interests)value at riskC-13
        45.Ballot proceduresinterest coverageworking capitalC-13
        ​ 46.​Seniority of joint holders voting​​​ ​​ ​​C-14
        47.Instrument of proxyNON-FINANCIAL PERFORMANCE MEASURESC-14
        ​ 48.​Representation of corporations at meetings​​​ ​​ ​​C-14
        49.Security at General Meetingsamount of inventoryproductivity/efficiencyC-14
        brand recognitionquality
        SHARE CAPITAL AND SHAREScustomer/supplier satisfactionrecruiting
        50.Rights of sharesdays of inventoryrisk managementC-14
        51.Power to issue sharesemployee turnoversafety/environmentC-16
        52.Variation of rights, alteration of share capital and purchase of shares of the Companyenergy usagesatisfaction indexesC-16
        53.Registered holder of sharesheadcounttalent developmentC-17
        54.Death of a joint holderloading time/days loadingturn around timeC-17
        55.Share certificatesmarket sharevolumesC-17
        56.Calls on sharesproduct qualityC-18
        ​57.​Forfeiture of shares​ C-18
        ​​
        ​REGISTER OF MEMBERS​
        58.​Contents of Register of Members​ C-18
        59.Branch Register of MembersC-19
        60.Inspection of Register of MembersC-19
        61.Determination of record datesC-19
        TRANSFER OF SHARES
        62.Instrument of transferC-19
        63.Restriction on transferC-19

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        APPENDIX

        64.Transfers by joint holdersC-19
        TRANSMISSION OF SHARES
        65.Representative of deceased MemberC-19
        66.Registration on death or bankruptcyC-20
        DIVIDENDS AND OTHER DISTRIBUTIONS
        67.Declaration of dividends by the BoardC-20
        68.Other distributionsC-20
        69.Reserve fundC-20
        70.Deduction of Amounts due to the CompanyC-20
        CAPITALISATION
        71.Issue of bonus sharesC-20
        ACCOUNTS AND FINANCIAL STATEMENTS
        72.Records of accountC-21
        73.Financial year endC-21
        74.Financial statementsC-21
        AUDIT
        75.Appointment of AuditorC-21
        76.Remuneration of AuditorC-21
        77.Vacation of office of AuditorC-21
        78.Access to books of the CompanyC-21
        79.Report of the AuditorC-21
        NOTICES
        80.Notices to Members of the CompanyC-22
        81.Notices to joint MembersC-22
        82.Service and delivery of noticeC-22
        SEAL OF THE COMPANY
        83.The sealC-22
        84.Manner in which seal is to be affixedC-22
        WINDING-UP
        85.Winding-up/distribution by liquidatorC-23
        BUSINESS COMBINATIONS
        86.Business CombinationsC-23
        ALTERATION OF BYE-LAWS
        87.Alteration of Bye-lawsC-23
        Schedule - Form AC-25
        Schedule - Form BC-26
        Schedule - Form C — PROPOSED AMENDMENT TO BYE-LAWS

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        Schedule - Form DC-28

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        INTERPRETATION
        1. Interpretation

        (1) In these Bye-laws the following words and expressions shall, where not inconsistent with the context, have the following meanings respectively:

        (a)     “Act” means the Companies Act 1981 as amended or re-enacted from time to time;

        (b)     “Auditor” includes any individual or partnership or any other person;

        (c)     “Board” means the board of directors appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the Directors present at a meeting of Directors at which there is a quorum;

        (d)     “Company” means Bunge Limited, being the company for which these Bye-laws are approved and confirmed;

        (e)    “Director” means a director of the Company;

        (f)    “Group” means the Company and every company and other entity which is for the time being controlled by the Company (for these purposes, “control” means the power to direct the management or policies of the person in question, whether by means of an ownership interest or otherwise);

        (g)    “Member” means the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons as the context so requires;

        (h)    “notice” means written notice as further defined in these Bye-laws unless otherwise specifically stated;

        (i)    “Officer” means any person appointed by the Board to hold an office in the Company;

        (j)    “Register of Directors and Officers” means the register of Directors and Officers referred to in these Bye-laws;

        (k)    “Register of Members” means the principal register and, where applicable, any branch register of Members referred to in these Bye-laws;

        (l)    “Registration Office” means such place as the Board may from time to time determine to keep a branch register of Members and where (except in cases where the Board otherwise directs) the transfers or other documents of title may be lodged for registration;

        (m)    “Resident Representative” means any person appointed to act as resident representative and includes any deputy or assistant resident representative;

        (n)    “Secretary” means the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary; and

        (o)    “Treasury Share” means a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled.

        (2) In these Bye-laws, where not inconsistent with the context:

        (a)     words denoting the plural number include the singular number and vice versa;
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        (b)     words denoting the masculine gender include the feminine gender;

        (c)    words importing persons include companies, associations or bodies of persons whether corporate or not;

        (d)    the word:

        (i) “may” shall be construed as permissive;

        (ii) “shall” shall be construed as imperative; and

        (e) unless otherwise provided herein words or expressions defined in the Act shall bear the same meaning in these Bye-laws.

        (3) In these Bye-laws, expressions referring to writing or written shall, unless the contrary intention appears, include facsimile, printing, lithography, photography and other modes of representing words in a visible form.

        (4) In these Bye-laws headings are used for convenience only and are not to be used or relied upon in the construction hereof.

        BOARD OF DIRECTORS

        2. Board of Directors

        The proposed amendmentbusiness of the Company shall be managed and conducted by the Board.

        3. Management of the Company

        (1) In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by statute or by these Bye-laws, required to be exercised by the Members subject, nevertheless, to these Bye-laws and the provisions of any statute.

        (2) No alteration to these Bye-laws made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that alteration had not been made.

        (3) The Board may from time to time appoint a chief executive officer who shall, subject to the Company's bye-laws would revise Bye-Law 11control of the Board, supervise and administer the general business and affairs of the Company.

        4. Power to appoint manager

        The Board may appoint a person to act as manager of the Company’s day to day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business.

        5. Power to authorise specific actions

        The Board may from time to time and at any time authorise any person to act on behalf of the Company for any specific purpose and in connection therewith to execute any agreement, document or instrument on behalf of the Company.

        6. Power to appoint attorney

        The Board may from time to time and at any time by power of attorney appoint any person, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the
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        attorney. Such attorney may, if so authorised under the seal of the Company, execute any deed or instrument under such attorney’s personal seal with the same effect as the affixation of the seal of the Company.

        7. Power to delegate to a committee

        The Board may delegate any of its powers to a committee appointed by the Board which may consist partly or entirely of non-Directors and every such committee shall conform to such directions as the Board shall impose on them. The quorum necessary for the transaction of business at a meeting of any such committee shall be a majority of the members of the committee then in office. The meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board.

        8. Power to appoint and dismiss employees

        The Board may appoint, suspend or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties.

        9. Power to borrow and charge property

        Subject to the requirements of any exchange on which the shares of the Company are listed, the Board may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as shown below (new language is indicated by double-underlining, and deletions are indicated by strike-throughs)security for any debt, liability or obligation of the Company or any third party.    

        10. .Exercise of power to purchase shares of or discontinue the Company

        (11)      
        (1) The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares pursuant to section 42A of the Act.

        (2) The Board may, with the approval of a resolution of the Members, exercise all the powers of the Company to discontinue the Company to a named country or jurisdiction outside Bermuda pursuant to section 132G of the Act.

        11. Number and Tenure of Directors


        (1) The Board may from time to time determine the total number of directorships, which shall not be less than seven nor more than fifteen. Any increase or decrease in the number of directorships shall require the affirmative vote of not less than 66 percent of the Directors then in office. The Board shall have the authority to appoint persons to fill newly created directorships, provided that any such appointment shall require the affirmative vote of not less than 66 percent of the Directors then in office.In no case shall a decrease in the size of the Board shorten the term of any Director then in office.

        (2) No more than two of the Directors shall be employees of the Company or any other entity in the Group.


        (3) The Directors shall be divided into three classes designated Class I, Class II and Class III. The Board shall have the authority from time to time to fix the number of directorships in each class, provided that each class must consist, as nearly as possible, of one-third of the total number of directorships. If the total number of directorships is changed, any newly created directorships or decrease in directorships shall be apportioned among the classes so as to make all classes as nearly equal in number as possible. In no case shall a decrease in the total number of directorships or change in the number of directorships in any class shorten the term of any Director then in office.

        Directors whose term expires at the 2016 annual general meeting shall be elected for a term expiring at the next annual general meeting. At each annual general meetingthereafter,,successors to the class ofall Directorswhose term expires at that annual general meeting shall be elected for athree year termexpiring at the next annual general meeting.meeting. In addition, at the direction of and in the sole discretion of the Board, Directors may be elected at any general meeting called for the purpose to fill any newly created directorships on the Board arising under Bye-law 11(1) or any vacancy on the Board arising under Bye-law 15(3) or otherwise. Any person elected or appointedto a class of Directors in accordance with these Bye-laws shall hold office for a termexpiring at the next annual general meeting,for a term that shall coincide with the then remaining term of such class of Directors. A Director shall hold office until the annual general meeting for the year in which his term expires, subject to hisor her office being vacated pursuant to Bye-law 15(3).



        12. Defects in appointment of Directors

        All acts done bona fide by any meeting of the Board or by a committee of the Board or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of
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        APPENDIX D — DEFINITION AND RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

        any Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.


        13. Alternate Directors

        No Director may appoint a person or persons to act as a Director in the alternative to himself.

        14. Removal of Directors

        (1) Subject to any provision to the contrary in these Bye-laws, the Members entitled to vote for the election of Directors may, at any special general meeting convened and held in accordance with these Bye-laws, remove a Director with cause, provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and a summary of the facts justifying the removal and be served on such Director not less than 14 days before the meeting and at such meeting such Director shall be entitled to be heard on the motion for such Director’s removal.

        (2) Subject to any provisions to the contrary in these Bye-laws, the Members may, at any special general meeting convened and held in accordance with these Bye-laws, remove a director without cause by a resolution of the Members including the affirmative votes of not less than 66% of all votes attaching to all shares then in issue entitling the holder to attend and vote on the resolution in question,a majority of the votes castprovided that the notice for any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director not less than 14 days before the meeting and at such meeting such Director shall be entitled to be heard on the motion for such Director’s removal.

        (3) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (1) or sub-paragraph (2) of this Bye-law may be filled by the Members at the meeting at which such Director is removed and, in the absence of such election or appointment, the Board may fill the vacancy.

        15. Vacancies on the Board

        (1) The following information provides definitionsBoard shall have the power from time to time and reconciliationsat any time to appoint any person as a Director to fill a vacancy on the Board occurring pursuant to subparagraph (3) of non-GAAP financial measures usedthis Bye-law.

        (2) The Board may act notwithstanding any vacancy in its number.

        (3) The office of Director shall be vacated if the Director:

        (a) is removed from office pursuant to these Bye-laws or is prohibited from being a Director by law;

        (b) is or becomes bankrupt or makes any arrangement or composition with his creditors generally;

        (c) is or becomes of unsound mind or dies;

        (d) resigns his office by notice in writing to the Company.

        16. Notice of meetings of the Board

        (1) A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board.

        (2) Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director verbally in person or by telephone or otherwise communicated or sent to such Director by post, courier service, cable, telex, telecopier, facsimile, electronic mail or other mode of representing words in a legible and non-transitory form at such Director’s last known address or any other address given by such Director to the Company for this proxy statement. These measures are not intended to replace or be alternatives to GAAP financial measures.

        purpose.


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        TABLE OF CONTENTS Total Segment EBIT

        Total Segment EBIT Reconciliation
        Year Ended December 31,
        (US $ in millions)

         
        		 2013 2014 2015 

        Total segment EBIT(1)

        		 $1,329 $956 $1,248 

        Interest income

        		  76  87  43 

        Interest expense

        		  (363) (347) (258)

        Income tax expense

        		  (904) (249) (296)

        Income from discontinued operations, net of tax

        		  97  32  35 

        Noncontrolling interests' share of interest and tax

        		  71  36  19 
        ​​​ ​ ​​ ​​​ ​ ​

        Net income attributable to Bunge

        		 $306 $515 $791 
        ​​​ ​ ​​​ ​​ ​ ​
        ​​​​​​​​​​​
        ​​​ ​​​ ​ ​​ ​ ​
        17. Quorum at meetings of the Board

        The quorum necessary for the transaction of business at a meeting of the Board shall be a majority of the number of Directors then in office.

        18. Meetings of the Board

        (1) The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit.

        Total segment earnings before
        (2) Directors may participate in any meeting of the Board by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

        (3) Subject to the provisions of the Act and these Bye-laws, a resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a majority of the votes cast and, in the case of an equality of votes, the resolution shall fail.

        19. Unanimous written resolutions

        A resolution in writing signed by all the Directors which may be in counterparts, shall be as valid as if it had been passed at a meeting of the Board duly called and constituted, such resolution to be effective on the date on which the last Director signs the resolution.

        20. Contracts and disclosure of Directors’ interests

        (1) Any Director, or any Director’s firm, partner or any company with whom any Director is associated, may act in a professional capacity for the Company and such Director or such Director’s firm, partner or such company shall be entitled to remuneration for professional services as if such Director were not a Director, provided that nothing herein contained shall authorise a Director or Director’s firm, partner or such company to act as Auditor of the Company.

        (2) A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company shall declare the nature of such interest as required by the Act.

        (3) Following a declaration being made pursuant to this Bye-law, and tax ("EBIT")unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is an operating performance measure usedinterested and may be counted in the quorum at such meeting.

        (4) If a declaration is made pursuant to this Bye-law by our management to evaluate Bunge's segments' operating activities. Total segment EBITthe chairman of the relevant Board meeting, he shall not act as chairman in respect of the conduct of the business at the meeting in which he is interested and the other Directors shall appoint a non U.S. GAAP financial measure andchairman (who is not intendedso interested) to replace net income attributableact as chairman in respect of that business. The chairman so appointed may determine whether to Bunge,disqualify a Director or not under the most directly comparable U.S. GAAP financial measure. We believe segment EBITprovisions of sub-paragraph (3) of this Bye-law. After the business in which he is interested has been concluded, the chairman of the relevant Board meeting shall resume his position as chairman of the meeting.

        21. Remuneration of Directors and Members of Committees

        The remuneration (if any) of the Directors and of any members of any committees appointed by the Board shall be determined by the Board and shall be deemed to accrue from day to day. The Directors and members of committees may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from meetings of the Board, any committee appointed by the Board, general meetings of the Company, or in connection with the business of the Company or their duties as Directors or committee members generally.

        OFFICERS
        22. Officers of the Company
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        The Officers of the Company shall consist of a useful measureChairman and a Deputy Chairman, a Secretary and such additional Officers as the Board may from time to time determine all of our segments' operating profitability, sincewhom shall be deemed to be Officers for the measure allowspurposes of these Bye-laws.

        23. Appointment of Officers

        (1) The Board shall appoint a Chairman and a Deputy Chairman, who shall be Directors, for an evaluationsuch term as the Board may by resolution determine. The Chairman and Deputy Chairman of the Board shall hold office until their term of office expires whereupon they shall retire from office but shall be eligible for re-election by the Board. The Board may at any time by resolution dismiss the Chairman or Deputy Chairman respectively and may appoint another Director to the vacated office. The Board may by resolution appoint a Director to fill the office of Chairman or Deputy Chairman vacated by the death or resignation of the existing incumbent.

        (2) The Secretary and additional Officers, if any, shall be appointed by the Board from time to time.

        24. Remuneration of Officers

        The Officers shall receive such remuneration as the Board may from time to time determine.

        25. Duties of Officers

        The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.

        26. Chairman of meetings

        Unless otherwise agreed by a majority of those attending and entitled to attend and vote thereat, the Chairman shall act as chairman at all meetings of the Members and of the Board at which such person is present and in his absence the Deputy Chairman, if present, shall act as chairman. In the absence of both of them a chairman shall be appointed or elected by those present at the meeting and entitled to vote.

        27. Register of Directors and Officers

        The Board shall cause to be kept in one or more books at the registered office of the Company a Register of Directors and Officers and shall enter therein the particulars required by the Act.

        MINUTES

        28. Obligations of Board to keep minutes

        (1) The Board shall cause minutes to be duly entered in books provided for the purpose:

        (a) of all elections and appointments of Officers;

        (b) of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and

        (c) of all resolutions and proceedings of general meetings of the Members, meetings of the Board and meetings of committees appointed by the Board.

        (2) Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the registered office of the Company.

        INDEMNITY

        29. Indemnification of Directors and Officers of the Company

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        The Directors, Secretary and other Officers (such term to include, for the purposes of Bye-laws 29 and 30, any person appointed to any committee by the Board) for the time being acting in relation to any of the affairs of the Company and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company and every one of them, and their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and none of them shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.

        30.     Waiver of claim by Member

        Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of our segmentshis duties with or for the Company, PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director or Officer.

        MEETINGS

        31. Notice of annual general meeting

        The annual general meeting of the Company shall be held in each year at such time and place as the Chairman or the Board shall appoint. At least 21 days’ notice of such meeting shall be given to each Member stating the date, place and time at which the meeting is to be held, that the election of Directors will take place thereat (if applicable), and as far as practicable, the other business to be conducted at the meeting.

        32. Notice of special general meeting

        The Chairman or the Board may convene a special general meeting of the Company whenever in their judgment such a meeting is necessary, upon not less than 21 days’ notice which shall state the date, time, place and the general nature of the business to be considered at the meeting.

        33. Accidental omission of notice of general meeting

        The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

        34. Meeting called on requisition of Members and Member Proposals

        (1) Notwithstanding anything herein, the Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings of the Company, forthwith proceed to convene a special general meeting of the Company and the provisions of section 74 of the Act shall apply.

        (2) In addition to any rights of Members under the Act, business which may be properly moved by a Member at a general meeting, other than the nomination of persons for election as Directors, may be proposed to be brought before any annual general meeting of the Company, or any special general meeting of the Company by any person who: (i) is a Member on the date of the giving of the notice provided for in this Bye-law and on the record date for the determination of Members entitled to receive notice of and vote at such meeting; and (ii) complies with the notice procedures set forth in this Bye-law.

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        (3) In addition to any other applicable requirements, for business to be proposed by a Member pursuant to paragraph (2) of this Bye-law, notice must be given in writing and in proper form to the Secretary of the Company at the Company’s registered office not later than 120 days before the first anniversary of the date on which the Company’s proxy statement was distributed to Members in connection with the prior year’s annual general meeting. If no annual general meeting was held in the prior year or if the date of the annual general meeting has been changed by more than 30 days from the date contemplated in the prior year’s proxy statement, the notice must be given prior to the later of (i) 150 days prior to the contemplated date of the annual general meeting and (ii) the date which is ten days after the date of the first public announcement or other notification of the actual date of the annual general meeting. In the case of a special general meeting, such notice must be given prior to the later of (i) 120 days before the date of the special general meeting and (ii) the date which is ten days after the date of the first public announcement or other notification of the date of the special general meeting.

        (4) To be in proper written form, a notice given to the Secretary pursuant to paragraph (3) of this Bye-law must set forth as to each matter such Member proposes to bring before the general meeting: (i) a brief description of the business desired to be brought before the general meeting and the reasons for conducting such business at the general meeting, (ii) the name and registered address of such Member, (iii) the class or series and number of shares of the Company which are registered in the name of such Member, (iv) a description of all arrangements or understandings between such Member and any other person or persons (including their names) in connection with the proposal of such business by such Member and any material interest of such Member in such business, (v) a representation that such Member intends to appear in person or by proxy at the General Meeting to bring such business before the general meeting, and (vi) a statement in support of the matter.

        35. Nomination of Directors

        (1) Only persons who are nominated in accordance with this Bye-law shall be eligible for election as Directors at any general meeting called for the purpose. The Board may nominate persons for election as Directors. Any Member who is a Member both on the record date for the determination of persons entitled to attend and vote at such general meeting and on the date of the giving of the notice provided for in this Bye-law may nominate persons for election as Directors. Where a Member wishes to nominate any person for election as a Director, notice as required by Bye-laws 35(2) and (3) must be given to the Company.

        (2) Any notice of a nomination of a person by a Member for election as a Director at an annual general meeting must be given in writing to the Secretary of the Company at the Company’s registered office not later than 120 days before the first anniversary of the date on which the Company’s proxy statement was distributed to Members in connection with the prior year’s annual general meeting. If no annual general meeting was held in the prior year or if the date of the annual general meeting has been changed by more than thirty days from the date contemplated in the prior year’s proxy statement, the notice must be given prior to the later of 150 days prior to the contemplated date of the annual general meeting and the date which is ten days after the date of the first public announcement or other notification of the actual date of the annual general meeting. In the case of any notice of a nomination of a person by a Member for election as a Director at a special general meeting, such notice must be given prior to the later of 120 days before the date of the special general meeting and the date which is ten days after the date of the first public announcement or other notification of the date of the special general meeting.

        (3) Such notice must include, as to each person whom the Member nominates for election or re-election as director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected, and evidence satisfactory to the Company that such nominee has no interests that would limit such nominee’s ability to fulfil their duties of office). The Company may require any nominee to furnish such other information as reasonably may be required by the Company to determine the eligibility of such nominee to serve as a Director of the Company.

        36. Short notice
        A general meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Members having the
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        right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend and vote thereat in the case of a special general meeting.

        37. Postponement and Cancellation of meetings

        The Secretary may postpone or cancel any general meeting called in accordance with the provisions of these Bye-laws (other than a meeting requisitioned under these Bye-laws) provided that notice of postponement or cancellation is given to each Member before the time for such meeting. Fresh notice of the date, time and place for the postponed meeting shall be given to each Member in accordance with the provisions of these Bye-laws.

        38. Quorum for general meeting

        At any general meeting of the Company two or more persons present in person at the start of the meeting and representing in person or by proxy in excess of one-half of such of the paid-up share capital of the Company as at the date of the general meeting carries the right to vote at general meetings of the Company shall form a quorum for the transaction of business, PROVIDED that if the Company shall at any time have only one Member, one Member present in person or by proxy shall form a quorum for the transaction of business at any general meeting of the Company held during such time. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may determine.

        39. Adjournment of meetings

        (1) The chairman of a general meeting may, with the consent of the Members at any general meeting at which a quorum is present (and shall if so directed), adjourn the meeting.

        (2) Unless the meeting is adjourned to a specific date, time and place, fresh notice of the date, time and place for the resumption of the adjourned meeting shall be given to each Member in accordance with the provisions of these Bye-laws. No business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.

        40. Written resolutions

        (1) Subject to subparagraph (6) of this Bye-law, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members of the Company, may, without a meeting and without any previous notice being required, be done by resolution in writing signed by, or, in the case of a Member that is a corporation whether or not a company within the meaning of the Act, on behalf of, all the Members who at the date of the resolution would be entitled to attend the meeting and vote on the resolution.

        (2) A resolution in writing may be signed by, or, in the case of a Member that is a corporation whether or not a company within the meaning of the Act, on behalf of, all the Members, or any class thereof, in as many counterparts as may be necessary.

        (3) For the purposes of this Bye-law, the date of the resolution is the date when the resolution is signed by, or, in the case of a Member that is a corporation whether or not a company within the meaning of the Act, on behalf of, the last Member to sign and any reference in any Bye-law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye-law, a reference to such date.

        (4) A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Bye-law to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.

        (5) A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of sections 81 and 82 of the Act.

        (6) This Bye-law shall not apply to:

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        (a) a resolution passed pursuant to section 89(5) of the Act; or

        (b) a resolution passed for the purpose of removing a Director before the expiration of his term of office under these Bye-laws.

        41. Attendance of Directors

        The Directors of the Company shall be entitled to receive notice of and to attend and be heard at any general meeting.

        42. Voting at meetings

        (1) Subject to the provisions of the Act and these Bye-laws, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with the provisions of these Bye-laws and in the case of an equality of votes the resolution shall fail.

        (2) Where the number of persons validly nominated for re-election or election as Directors at any general meeting called for the purpose is greater than the number of Directors to be elected, the persons receiving the most affirmative votes (up to the number of Directors to be elected) shall be elected as Directors, and an absolute majority of the votes cast shall not be a prerequisite to the election of such Directors.

        (3) No Member shall be entitled to vote at any general meeting unless such Member has paid all the calls on all shares held by such Member.

        43. Voting by poll

        (1) At any general meeting of the Company, all resolutions and all questions proposed for the consideration of the Members shall be decided on a poll.

        (2) Where a poll is taken, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share entitled to be voted on such matter of which such person is the holder or for which such person holds a proxy and such vote shall be counted in the manner set out in Bye-Law 45 and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

        44. Manner of taking a poll

        A poll taken in accordance with the provisions of Bye-law 43, for the purpose of electing a chairman of the meeting or on a question of adjournment, shall be taken forthwith and a poll demanded on any other question shall be taken at such meeting in such manner and at such time and place as the chairman of the meeting (or acting chairman) may direct and any business other than that upon which a poll is to be taken may be proceeded with pending the taking of the poll.

        45. Ballot procedures

        Where a vote is taken by poll, each person present and entitled to vote shall be furnished with a ballot paper on which such person shall record his or her vote in such manner as shall be determined at the meeting having regard to their financing methodsthe nature of the question on which the vote is taken, and each ballot paper shall be signed or capital structure. initialledinitialed or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. At the conclusion of the poll, the ballot papers shall be examined and counted as the chairman of the meeting may direct and in default of any direction by a committee of not less than two Members or proxy holders appointed by the chairman of the meeting for the purpose and the result of the poll shall be declared by the chairman of the meeting.

        46. Seniority of joint holders voting

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        In addition, EBITthe case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

        47. Instrument of proxy

        (1) A Member may appoint a proxy by (a) instrument in writing in the form, or as near thereto as circumstances admit, of Form “A” in the Schedule hereto or in such other form as the Board may determine from time to time, under the hand of the appointor or of the appointor’s attorney duly authorised in writing, or if the appointer is a financial measure thatcorporation, either under its seal, or under the hand of a duly authorised officer or attorney, or (b) such telephonic, electronic or other means as may be approved by the Board from time to time.

        (2) The appointment of a proxy must be received by the Company at the registered office or at such other place or in such manner as is widely usedspecified in the notice convening the meeting or in any instrument of proxy sent out by analyststhe Company in relation to the meeting at which the person named in the appointment proposes to vote, and investors in Bunge's industries. Total segment EBITan appointment of proxy which is not received in the manner so permitted shall be invalid.

        (3) Delivery of an instrument of proxy shall not preclude a measureMember from attending and voting in person at the meeting and, in such event, the proxy shall be deemed to be revoked.

        (4) A member who is the holder of consolidated operating results under U.S. GAAPtwo or more shares may appoint more than one proxy to represent him and shouldvote on his behalf.

        (5) The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final.

        48. Representation of corporations at meetings

        A corporation which is a Member may, by written instrument, authorise such person as it thinks fit to act as its representative at any meeting of the Members and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorized representative. Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he or she thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Member.

        49. Security at General Meetings

        The Board and, at any general meeting, the chairman of such meeting may make any arrangement and impose any requirement or restriction it or he considers appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The Board and, at any general meeting, the chairman of such meeting are entitled to refuse entry to a person who refuses to comply with these arrangements, requirements or restrictions.

        SHARE CAPITAL AND SHARES

        50. Rights of shares

        (1) At the date these Bye-laws are adopted, the share capital of the Company shall be divided into two classes: 240,000,000 common shares having a par value of US$0.01 each (the ACommon“Common Shares@”), and 10,000,000 preference shares having a par value of US$0.01 each (the APreference “Preference Shares@”).

        (2) The holders of Common Shares shall, subject to the provisions of these Bye-laws (including, without limitation, the rights attaching to the Preference Shares):

        (a)    be entitled to one vote per share;

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        (b)    be entitled to such dividends as the Board may from time to time declare;

        (c)    in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary
        or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

        (d)    generally be entitled to enjoy all of the rights attaching to shares.

        (3) All the rights attaching to a Treasury Share shall be suspended and shall not be consideredexercised by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company.

        (4) Subject to these Bye-laws and the requirements of any exchange on which the shares of the Company are listed, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the full power to issue any unissued shares of the Company on such terms and conditions as an alternativeit may, in its absolute discretion, determine.

        (5) The Board is authorized to net income attributableprovide for the issuance of the Preference Shares in one or more series, and to Bungeestablish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof (and, for the avoidance of doubt, such matters and the issuance of such Preference Shares shall not be deemed to vary the rights attached to the Common Shares). The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

        (a)    the number of shares constituting that series and the distinctive designation of that series;

        (b)    the dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

        (c)    whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights, provided that no share shall carry the right to more than one vote;

        (d)    whether that series shall have conversion or exchange privileges (including, without limitation, conversion into Common Shares), and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board shall determine;

        (e)    whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the manner of selecting shares for redemption if less than all shares are to be redeemed, the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

        (f)    whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

        (g)    the right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness of the Company or any subsidiary, upon the issue of any additional shares (including additional shares of such series or any other measureseries) and upon the payment of consolidated operating results under U.S. GAAP.

        Returndividends or the making of other distributions on, Net Assets (RONA)

        RONA is an operating performance measure used by our management to evaluate Bunge's total and segments' operating activities. RONA is defined as net income attributable to Bunge adjusted for certain items, dividedthe purchase, redemption or other acquisition by the average trailing 12 monthsCompany or any subsidiary of certain net operating assets. Management believes RONA is a useful measure of how effectively Bunge utilizes net operating assets to generate earnings. RONA is also used by management as oneany outstanding shares of the performance measuresCompany;


        (h)    the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, and the relative rights of priority, if any, of payment on shares of that series; and

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        (i)    any other relative participating, optional or other special rights, qualifications, limitations or restrictions of that series.

        51. Power to issue shares

        (1) Any Preference Shares of any series which have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of any other class or classes shall have the status of authorized and unissued Preference Shares of the same series and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preference Shares to be created by resolution or resolutions of the Board or as part of any other series of Preference Shares, all subject to the conditions and the restrictions on issuance set forth in the resolution or resolutions adopted by the Board providing for the issue of any series of Preference Shares.

        (2) At the discretion of the Board, whether or not in connection with the issuance and sale of any of its shares or other securities, the Company may issue securities, contracts, warrants or other instruments evidencing any shares, option rights, securities having conversion or option rights, or obligations on such terms, conditions and other provisions as are fixed by the Board.

        (3) The Board shall, in connection with the issue of any share, have the power to pay such commission and brokerage as may be permitted by law.

        (4) The Company shall not give, whether directly or indirectly, whether by means of loan, guarantee, provision of security or otherwise, any financial assistance for the purpose of a purchase or subscription made or to be made by any person of or for any shares in the Company, except as permitted by the Act.

        (5) The Company may from time to time do any one or more of the following things:

        (a)    accept from any Member the whole or a part of the amount remaining unpaid on any shares held by such Member, although no part of that amount has been called up;

        (b)    pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others; and

        (c)    issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding up.

        52. Variation of rights, alteration of share capital and purchase of shares of the Company

        (1) Subject to the provisions of sections 42 and 43 of the Act any preference shares may be issued or converted into shares that, at a determinable date or at the option of the Company, are liable to be redeemed on such terms and in such manner as the Company before the issue or conversion may by resolution of the Board determine.

        (2) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class in accordance with section 47(7) of the Act. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

        (3) The Company may from time to time if authorized by resolution of the Members change the currency denomination of, increase, alter or reduce its share capital in accordance with the provisions of sections 45 and 46 of the Act. Where, on any alteration of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks fit including, without limiting the generality of the
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        foregoing, the issue to Members, as appropriate, of fractions of shares and/or arranging for the sale or transfer of the fractions of shares of Members.

        (4) The Company may from time to time purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act on such terms as the Board shall think fit.

        53. Registered holder of shares

        (1) The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable or other claim to, or interest in, such share on the part of any other person.

        (2) Any dividend or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the Member at such Member’s address in the Register of Members or, in the case of joint holders, to such address of the holder first named in the Register of Members, or to such person and to such address as the holder or joint holders may in writing direct, or by direct bank transfer to such bank account as such holder or joint holders or person entitled thereto may direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such persons as the holder or joint holders may direct and payment of the cheque or warrant shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.

        (3) Any dividend or other monies payable in respect of a share which has remained unclaimed for 12 years from the date when it became due for payment shall, if the Board so resolves, be forfeited and cease to remain owing by the Company. The payment of any unclaimed dividend or other monies payable in respect of a share may (but need not) be paid by the Company into an account separate from the Company’s own account. Such payment shall not constitute the Company a trustee in respect of it.

        (4) The Company shall be entitled to cease sending dividend warrants and cheques by post or otherwise to a Member if those instruments have been returned undelivered to, or left uncashed by, that Member on at least two consecutive occasions, or, following one such occasion, reasonable enquiries have failed to establish the Member’s new address. The entitlement conferred on the Company by this Bye-law in respect of any Member shall cease if the Member claims a dividend or cashes a dividend cheque or warrant.

        54. Death of a joint holder

        Where two or more persons are registered as joint holders of a share or shares then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to the said share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

        55. Share certificates

        (1) Every Member shall be entitled to a certificate under the seal of the Company (or a facsimile thereof) specifying the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, how much has been paid thereon. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means.

        (2) The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom such shares have been allotted.

        (3) If any such certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, stolen or destroyed the Board may cause a new certificate to be issued and request a bond or an indemnity for the lost, mislaid, stolen or destroyed certificate if it sees fit. If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of any exceptional out-of-pocket expenses reasonably incurred by the Company in investigating evidence and preparing the requisite form of indemnity as the Board may determine but otherwise free of charge, and (in the case of defacement or wearing out) on delivery up of the old certificate.

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        56. Calls on shares

        (1) The Board may from time to time make such calls as it thinks fit upon the Members in respect of any monies (whether on account of the nominal value of the shares or by way of premium) unpaid on the shares allotted to or held by such Members (and not made payable at fixed times by the conditions of allotment thereof) and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

        (2) A person on whom a call is made shall remain liable for calls made on him even if the shares in respect of which the call was made are subsequently transferred.

        (3) Any sum which by the terms of issue of a share becomes payable upon allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for all the purposes of these Bye-laws be deemed to be a call duly made and payable on the date on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of these Bye-laws as to payment of interest, costs, charges and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

        (4) The Directors, may, if they think fit, receive from any Member willing to advance the same all or any part of the money unpaid upon the shares held by such Member beyond the sums actually called up thereon as a payment in advance of calls, and such payment in advance of calls shall extinguish so far as the same shall extend, the liability upon the shares in respect of which it is advanced, and upon the money so received or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which it has been received the Company may pay interest at such rate as the Member paying such sum and the Directors by resolution shall agree provided that the Member shall not thereby be entitled to participate in respect thereof in a dividend subsequently declared. The Directors may also at any time repay the amount so advanced upon giving to such Member one month’s notice in writing.

        57. Forfeiture of shares

        (1) If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward to such Member a notice in the form, or as near thereto as circumstances admit, of Form “B” in the Schedule hereto.

        (2) If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine.

        (3) A Member whose share or shares have been forfeited as aforesaid shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture and all interest due thereon.

        REGISTER OF MEMBERS

        58. Contents of Register of Members

        The Board shall cause to be kept in one or more books a Register of Members and shall enter therein the particulars required by the Act.


        59. Branch Register of Members

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        Subject to the Act, the Company may keep an overseas branch register of Members, and the Board may make and vary such regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith.

        60. Inspection of Register of Members

        The Register of Members shall be open to inspection on every business day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each business day be allowed for inspection. The Register of Members may, after notice has been given by advertisement in an appointed newspaper (or national newspaper in the jurisdiction of a branch register) to that effect, be closed for any time or times not exceeding in the whole thirty days in each year.

        61. Determination of record dates

        Notwithstanding any other provision of these Bye-laws, the Board may fix any date as the record date for:

        (a) determining compensation.

        the Members entitled to receive any dividend or other distribution; and

        (b) determining the Members entitled to receive notice of and to vote at any general meeting of the Company.

        TRANSFER OF SHARES

        62. Instrument of transfer

        (1) An instrument of transfer shall be in the form or as near thereto as circumstances admit of Form “C” in the Schedule hereto or in such other common form as the Board may accept. Such instrument of transfer shall be signed by or on behalf of the transferor and transferee provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The Board may also accept mechanically executed transfers. The transferor shall be deemed to remain the holder of such share until the same has been transferred to the transferee in the Register of Members.

        (2) The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.

        63. Restriction on transfer

        (1) The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share which is not fully paid.

        (2) If the Board refuses to register a transfer of any share the Secretary shall, within two weeks after the date on which the transfer was refused, send to the transferor and transferee notice of the refusal.

        64. Transfers by joint holders

        The joint holders of any share or shares may transfer such share or shares to one or more of such joint holders, and the surviving holder or holders of any share or shares previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.

        TRANSMISSION OF SHARES

        65. Representative of deceased Member

        In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member’s interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of
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        any share which had been jointly held by such deceased Member with other persons. Subject to the provisions of Contentssection 52 of the Act, for the purpose of this Bye-law, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may in its absolute discretion decide as being properly authorised to deal with the shares of a deceased Member.

        66. Registration on death or bankruptcy

        Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in the form, or as near thereto as circumstances admit, of Form “D” in the Schedule hereto. On the presentation thereof to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member but the Board shall, in either case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member’s death or bankruptcy, as the case may be.

        DIVIDENDS AND OTHER DISTRIBUTIONS

        67. Declaration of dividends by the Board

        The Board may, subject to these Bye-laws and in accordance with section 54 of the Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid wholly or partly in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any property.

        68. Other distributions

        The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company.

        69. Reserve fund

        The Board may from time to time before declaring a dividend set aside, out of the surplus or profits of the Company, such sum as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other special purpose.

        70. Deduction of Amounts due to the Company

        The Board may deduct from the dividends or distributions payable to any Member all monies due from such Member to the Company on account of calls or otherwise.

        CAPITALISATION

        71. Issue of bonus shares

        (1) The Board may, subject to these Bye-laws, resolve to capitalise any part of the amount for the time being standing to the credit of any of the Company’s share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid bonus shares pro rata (except in connection with the conversion of shares of one class to shares of another class) to the Members.

        (2) The Company may capitalise any sum standing to the credit of a reserve account or sums otherwise available for dividend or distribution by applying such amounts in paying up in full partly paid shares of those Members who would have been entitled to such sums if they were distributed by way of dividend or distribution.

        ACCOUNTS AND FINANCIAL STATEMENTS
        72. Records of account
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        The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:
        RONA Reconciliation
        Year Ended
        (a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;

        (b) all sales and purchases of goods by the Company; and

        (c) the assets and liabilities of the Company.

        Such records of account shall be kept at the registered office of the Company or, subject to section 83 (2) of the Act, at such other place as the Board thinks fit and shall be available for inspection by the Directors during normal business hours.

        73. Financial year end

        The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31st December 31, 2015
        (US $ in millions)        each year.

        74. Financial statements

        Financial statements as required by the Act shall be made available to every Member as required by the Act and shall be laid before the Members in general meeting.

        AUDIT

        75. Appointment of Auditor

        Subject to section 88 of the Act, at the annual general meeting or at a subsequent special general meeting in each year, an independent representative of the Members shall be appointed by them as Auditor of the accounts of the Company. No Member, Director, Officer or employee of the Company shall, during his or its continuance in that capacity, be eligible to act as an Auditor of the Company.

        76. Remuneration of Auditor

        The remuneration of the Auditor shall be fixed by the Board or in such manner as the Members may determine.

        77. Vacation of office of Auditor

        If the office of Auditor becomes vacant by the resignation or death of the Auditor, or by the Auditor becoming incapable of acting by reason of illness or other disability at a time when the Auditor’s services are required, the Board shall, as soon as practicable, convene a special general meeting to fill the vacancy thereby created.

        78. Access to books of the Company

        The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or Officers of the Company for any information in their possession relating to the books or affairs of the Company.

        79. Report of the Auditor

        (1) Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to section 88 of the Act, the accounts of the Company shall be audited at least once in every year.

        (2) The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with
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        generally accepted auditing standards and the report of the Auditor shall be submitted to the Members in general meeting.
        (3) The generally accepted auditing standards referred to in subparagraph (2) of this Bye-law may be those of a country or jurisdiction other than Bermuda. If so, the financial statements and the report of the Auditor must disclose this fact and identify the standards used.

        NOTICES

        80. Notices to Members of the Company

        A notice may be given by the Company to any Member either by delivering it to such Member in person or by sending it to such Member’s address in the Register of Members or to such other address given for the purpose. For the purposes of this Bye-law, a notice may be sent by post, courier service, cable, telex, telecopier, facsimile, electronic mail or other mode of representing words in a legible and non-transitory form. The Company shall be under no obligation to send a notice or other document to the address shown for any particular Member in the Register of Members if the Directors consider that the legal or practical problems under the laws of, or the requirements of any regulatory body or stock exchange in, the territory in which that address is situated are such that it is necessary or expedient not to send the notice or document concerned to such Member at such address and may require a Member with such an address to provide the Company with an alternative acceptable address for delivery of notices by the Company.

        81. Notices to joint Members

        Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares.

        82. Service and delivery of notice

        (1) Subject to subparagraph (2) of this Bye-law, any notice shall be deemed to have been served at the time when the same would be delivered in the ordinary course of transmission and, in proving such service, it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted, and the time when it was posted, delivered to the courier or to the cable company or transmitted by telex, facsimile, electronic mail or other method as the case may be.

        (2) Postal notice shall be deemed to have been served five days after the date on which it is deposited, with postage prepaid, in the United States or Bermuda post or in the post of the jurisdiction in which the Company has its principal place of business for the time being.

        (3) Every person who by operation of law, transfer or other means shall become entitled to any share shall be bound by every notice in respect of such share which, prior to his name and address being entered in the Register of Members, shall have been duly given to the person entered in the Register of Members as the holder of such share.

        SEAL OF THE COMPANY

        83. The seal

        The seal of the Company shall be in such form as the Board may from time to time determine. The Board may adopt one or more duplicate seals for use outside Bermuda.

        84. Manner in which seal is to be affixed

        The seal of the Company shall not be affixed to any instrument except attested by the signature of a Director and the Secretary or any two Directors, or any person appointed by the Board for the purpose, provided that any Director, Officer or Resident Representative, may affix the seal of the Company attested by such Director, Officer or Resident Representative’s signature to any authenticated copies of these Bye-laws, the incorporating documents of the Company, the minutes of any meetings or any other documents required to be authenticated by such Director, Officer or Resident Representative.
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        WINDING-UP

        85. Winding-up/distribution by liquidator

        If the Company shall be wound up the liquidator may, with the sanction of a resolution of the Members, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.

        BUSINESS COMBINATIONS

        86. Business Combinations

        (1) Subject to paragraph (2), the The Company shall not engage in any Business Combination unless such Business Combination has been approved by the Board and by a resolution of the Members including the affirmative votes of not less than 66% of all votes attaching to all shares then in issue entitling the holder to attend and vote on the resolution in question a majority of the votes cast.
        (2)Paragraph (1) shall not apply in respect of any Business Combination approved by the Board, and in respect of any Business Combination approved by the Board which the Act requires to be approved by the Members, the necessary general meeting quorum and Members’ approval shall be as set out in Bye-laws 38 and 42 respectively.

        (32) In this Bye-law, “Business Combination” means:

        (a) any amalgamation, merger, consolidation or similar transaction involving the Company;

        (b) any sale or other disposition of all or substantially all of the assets of the Company or of all or substantially all of the assets of any company or other entity in the group.

        ALTERATION OF BYE-LAWS

        87. Alteration of Bye-laws

        (1) Subject toparagraphsparagraph (2), (3) and 4, no Bye-law shall be rescinded, altered or amended and no new Bye-law shall be made until the same has been approved by a resolution of the Board and by a resolution of the Members.

        (2) Bye-laws 11, 86 and 87 shall not be rescinded, altered or amended, and no new Bye law Bye-law shall be made which would have the effect of rescinding, altering or amending the provisions of such Bye-Laws, until the same has been approved by a resolution of the Board including the affirmative vote of not less than 66 percent of the Directors then in office and by a resolution of the Members including the affirmative votes of not less than 66% of all votes attaching to all shares then in issue entitling the holder to attend and vote on the resolution in question a majority of the votes cast.

        (3) Bye-law 14 shall not be rescinded, altered or amended and no new Bye-law shall be made which would have the effect of rescinding, altering or amending the provisions of such Bye-laws, until the same has been approved by a resolution of the Board including the affirmative vote of not less than a simple majority of the Directors then in office and by a resolution of the Members including the affirmative votes of not less than 66% of all votes attaching to all shares then in issue entitling the holder to attend and vote on the resolution in question.

        (4) Bye-laws 50(3), 50(4) and 51(2) shall not be rescinded, altered or amended and no new Bye-law shall be made which would have the effect of rescinding, altering or amending the provisions of such Bye-laws, until the same has been approved by a resolution of the Board including the affirmative vote of not less than a simple majority of the Directors then in office and by a resolution of the Members including the affirmative votes of not less than 66% of votes cast on the resolution.
        **********
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        Schedule - FORM A (Bye-law 47)

        BUNGE LIMITED

        P R O X Y
        I/We

        of

        the holder(s) of share(s) in the above-named company (the “Company”) hereby appoint or failing him/her or failing him/her as my/our proxy to vote on my/our behalf at the general meeting of the Company to be held on the day of , , and at any adjournment thereof.

        Dated this day of ,

        *GIVEN under the seal of the above-named
        *Signed by the above-named


        Witness

        *Delete as applicable.




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        Schedule - FORM B (Bye-law 57)

        NOTICE OF LIABILITY TO FORFEITURE FOR NON PAYMENT OF CALL


        You have failed to pay the call of [amount of call] made on the day of , last, in respect of the [number] share(s) [numbers in figures] standing in your name in the Register of Members of Bunge Limited (the “Company”), on the day of , last, the day appointed for payment of such call. You are hereby notified that unless you pay such call together with interest thereon at the rate of per annum computed from the said day of , last, on or before the day of , next at the place of business of the Company the share(s) will be liable to be forfeited.

        Dated this day of ,

        [Signature of Secretary]

        By order of the Board





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        Schedule - FORM C (Bye-law 62)

        TRANSFER OF A SHARE OR SHARES



        FOR VALUE RECEIVED

        		[amount]
        Net Income attributable to[transferor]

        hereby sell assign and transfer unto[transferee]
        of[address]
        [number of shares]
        shares of Bunge Limited
        Dated:

        (Transferor)
        In the presence of:
                                                                                                                                  
        (Witness)791
                                                                                                    

        Net loss (income) attributable to noncontrolling interests

        		(Transferee)
        (1
        In the presence of:
        (Witness)




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        Schedule - FORM D (Bye-law 66)

        TRANSFER BY A PERSON BECOMING ENTITLED ON DEATH/BANKRUPTCY

        OF A MEMBER

        I/We having become entitled in consequence of the [death/bankruptcy] of [name of the deceased Member] to [number] share(s) standing in the register of members of Bunge Limited in the name of the said [name of deceased Member] instead of being registered myself/ourselves elect to have [name of transferee] (the “Transferee”) registered as a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee his or her executors administrators and assigns subject to the conditions on which the same were held at the time of the execution thereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions.

        WITNESS our hands this day of ,
        Signed by the above-named)

        Income from Discontinued Operations, net of tax

        		(35[person or persons entitled])

        Certain Foreign Exchange Gains / (Losses)

        		62

        Certain Interest Income

        		(33in the presence of:)

        Interest Expense

        		258

        Income Tax (expense) benefit on Net Income

        		296

        Other Non-Operating Income / (Expense)

        		(10Signed by the above-named)

        Certain Results from Investments

        		32

        Total Operating Profit

        		1,360

        Tax Effect on Operating Profit

        		(383[transferee])

        Operating Profit After Tax

        		977

        Total Current Assets


        10,916

        Certain Cash, Cash Equivalents and Marketable Securities

        		(181in the presence of:)




        C-27
        TABLE OF CONTENTS




        Current Liabilities

        		(7,340)

        Short-term debtAt Bunge, our purpose is to connect farmers to consumers to deliver essential food, feed and current portion of long-term debtfuel to the world.

        		1,517

        Accounts Receivable Sold

        		437

        Property, Plant & Equipment, net

        		4,736

        Adjustments to Property, Plant & Equipment*

        		(232)

        Intangibles, net

        		326

        Goodwill

        		418

        Investments in Affiliates

        		329

        Redeemable noncontrolling interests

        		(37)

        Deferred income taxes, net

        		207

        Other non-current Assets

        		780

        Other non-current liabilities

        		(750)

        Net Operating Assets


        11,126

        Average Trailing 12 Month Net Operating Assets

        		11,775

        Return on Net Assets


        8.3
        %

        * Adjusted for Construction in progress and cumulative CTA impact

        Return on Invested Capital (ROIC)

        ROIC is an operating performance measure used by our management to evaluate the return the Company generates on the capital invested in its business. Bunge calculates ROIC by dividing operating income after income tax by total invested capital for the trailing four quarters preceding the reporting date. ROIC is not a measure of financial performance under generally accepted accounting principles and should not be considered in isolation or as an alternative to net income as an indicator of Company performance or as an alternative to cash flows from operating activities as a measure of liquidity.


        Table of Contents

        ROIC Reconciliation
        (US $ in millions)



        bunge-black.jpg
        1391 Timberlake Manor Parkway | St. Louis, Missouri 63017
        314.292.2000 | bunge.com
        fscpaperstamp.jpg


         
        		 Trailing Four Quarters Ended
        December 31, 2015        		 

        Net Income Attributable to Bunge

        		 $791 

        Adjustments:

        		    

        Net loss attributable to noncontrolling interests

        		  (1)

        Income tax expense

        		  296 

        Interest expense

        		  258 

        Income from discontinued operations, net of tax

        		  (35)

        Certain gains & charges

        		  (19)
        ​​​ ​ ​

        Operating Income Before Income Tax

        		 $1,290 

        Reversal of Sugar and Bioenergy segment EBIT (excl. certain gains & charges)

        		  22 
        ​​​​ ​

        Operating Income Before Income Tax—Adjusted(1)

        		 $1,312 
        ​​​ ​​

        Effective tax rate(2)

        		  26%

        Operating Income After Income Tax—Adjusted

        		 $976 

        Total Invested Capital—Adjusted(3)

        		 
        $
        9,794        		 

        ROIC

        		  10.0%
        (1)
        Operating income after income tax is calculated as income from continuing operations before income tax, including non-controlling interest for each of the trailing four quarters plus the related interest expense and excluding certain gains & charges and Sugar and Bioenergy segment EBIT, times the effective tax rates for those periods.

        (2)
        Effective tax rate of 26% reflects the Company's normalized rate which adjusts for discrete tax items, impairment and restructuring charges and excluding the Sugar & Bioenergy segment.

        (3)
        Total invested capital—adjusted is calculated by averaging the totals of the ending balances of shareholders equity, noncontrolling interest and total debt for each quarterly period, excluding the Sugar and Bioenergy segment, as shown below:


        TABLE OF CONTENTS
        Total Invested Capital—Adjusted
        		 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Trailing Four
        Quarter Average
        as of
        December 31, 2015        		 

        Equity

        		  7,429  7,630  6,661  6,652  7,093 

        Redeemable noncontrolling interests

        		  34  36  38  37  36 

        Total short-term debt, including current portion of long-term debt

        		  1,531  2,109  1,351  1,517  1,627 

        Long-term debt

        		  2,337  2,496  2,583  2,934  2,588 

        Total Invested Capital

        		  11,331  12,271  10,633  11,140  11,344 

        Less: Sugar Invested Capital

        		  (1,560) (1,605) (1,412) (1,623) (1,550)

        Total Invested Capital-Adjusted

        		  9,771  10,666  9,221  9,517  9,794 

        proxycard.jpg

        LOGO

        VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. BUNGE LIMITED 50 MAIN STREET, 6TH FLOOR WHITE PLAINS, NY 10606 ATTN: CARLA HEISS ELECTRONIC DELIVERY

        TABLE OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E07872-P73208-Z67119 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. BUNGE LIMITED The Board of Directors recommends you vote FOR the following: 2.Election of Directors Nominees: ForAgainst For All AllAllExcept To vote against any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 01) 02) 03) 04) Paul Cornet de Ways-Ruart William Engels L. Patrick Lupo Soren Schroder For Against Abstain The Board of Directors recommends you vote FOR proposals 1, 3, 4 and 5: 1. To approve a bye-law amendment to declassify the Board of Directors. 3. To appoint Deloitte & Touche LLP as Bunge Limited's independent auditors for the fiscal year ending December 31, 2016 and to authorize the audit committee of the Board of Directors to determine the independent auditors' fees. Advisory vote to approve executive compensation. 4. 5. To approve the Bunge Limited 2016 Equity Incentive Plan. NOTE: For any other matter properly coming before the Annual General Meeting of Shareholders, this proxy will be voted at the discretion of the proxy holder. For address changes and/or comments, please check this box and write them on the back where indicated. Please indicate if you plan to attend this meeting. Yes No Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateCONTENTS

        bungelimited_vsmvxprxyxp63.jpg


        Admission Ticket 2016 Annual General Meeting of Shareholders of Bunge Limited May 25, 2016 10:00 A.M., Eastern Time Sofitel Hotel 45 West 44th Street New York, NY Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E07873-P73208-Z67119 BUNGE LIMITED Annual General Meeting of Shareholders May 25, 2016 10:00 AM This proxy is solicited on behalf of the Board of Directors of Bunge Limited The shareholder(s) hereby appoint(s) Soren Schroder, Andrew Burke, Carla Heiss or David G. Kabbes, or any of them, as proxies, each with the power to appoint their substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the common shares of BUNGE LIMITED that the shareholder(s) is/are entitled to vote at the Annual General Meeting of shareholders to be held at 10:00 AM, Eastern Time on May 25, 2016, at the Sofitel Hotel, 45 West 44th Street, New York, NY, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side Address Changes/Comments: