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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549



FORM 10-K


ý

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

Or

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                   to                                  

Commission File Number 001-16625

BUNGE LIMITED
(Exact name of registrant as specified in its charter)

LOGO

Bermuda
(State or other jurisdiction of
incorporation or organization)
  98-0231912
(IRS Employer
Identification No.)

50 Main Street
White Plains, New York USA
(Address of principal executive offices)

 

10606
(Zip Code)

(914) 684-2800
(Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Name of each exchange on which registered
Common Shares, par value $.01 per share   New York Stock Exchange

          Securities registered pursuant to Section 12(g) of the Act:  None

          Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ý     No  o

          Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes  o     No  ý

          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý     No  o

          Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ý     No  o

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act:

Large Accelerated filer  ý   Accelerated filer  o   Non-accelerated filer  o
(do not check if a
smaller reporting company)
  Smaller reporting company  o

          Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  o     No  ý

          The aggregate market value of registrant's common shares held by non-affiliates, based upon the closing price of our common shares on the last business day of the registrant's most recently completed second fiscal quarter, June 30, 2016, as reported by the New York Stock Exchange, was approximately $8,220 million. Common shares held by executive officers and directors and persons who own 10% or more of the issued and outstanding common shares have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not a determination for any other purpose.

          As of February 17, 2017, 139,508,796 Common Shares, par value $.01 per share, were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the proxy statement for the 2017 Annual General Meeting of Shareholders to be held on May 25, 2017 are incorporated by reference into Part III.

   


Table of Contents

Table of Contents

 
   
  Page  

PART I

 

  

 

 

       

Item 1.

 

Business

    3  

  

 

 

       

Item 1A.

 

Risk Factors

    15  

  

 

 

       

Item 1B.

 

Unresolved Staff Comments

    25  

  

 

 

       

Item 2.

 

Properties

    25  

  

 

 

       

Item 3.

 

Legal Proceedings

    26  

  

 

 

       

Item 4.

 

Mine Safety Disclosures

    27  

  

 

 

       

PART II

 

  

 

 

       

Item 5.

 

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

    28  

  

 

 

       

Item 6.

 

Selected Financial Data

    31  

  

 

 

       

Item 7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

    33  

  

 

 

       

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

    62  

  

 

 

       

Item 8.

 

Financial Statements and Supplementary Data

    66  

  

 

 

       

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

    66  

  

 

 

       

Item 9A.

 

Controls and Procedures

    66  

  

 

 

       

Item 9B.

 

Other Information

    69  

  

 

 

       

PART III

 

  

 

 

       

Item 10.

 

Directors, Executive Officers, and Corporate Governance

    69  

  

 

 

       

Item 11.

 

Executive Compensation

    69  

  

 

 

       

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

    69  

  

 

 

       

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

    69  

  

 

 

       

Item 14.

 

Principal Accounting Fees and Services

    69  

  

 

 

       

PART IV

 

  

 

 

       

Item 15.

 

Exhibits, Financial Statement Schedules

    70  

  

 

 

       

Schedule II—Valuation and Qualifying Accounts

    E-1  

  

 

 

       

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

    F-1  

  

 

 

       

SIGNATURES

    S-1  

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Cautionary Statement Regarding Forward Looking Statements

        The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward looking statements to encourage companies to provide prospective information to investors. This Annual Report on Form 10-K includes forward looking statements that reflect our current expectations and projections about our future results, performance, prospects and opportunities. Forward looking statements include all statements that are not historical in nature. We have tried to identify these forward looking statements by using words including "may," "will," "should," "could," "expect," "anticipate," "believe," "plan," "intend," "estimate," "continue" and similar expressions. These forward looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward looking statements. These factors include the risks, uncertainties, trends and other factors discussed under the headings "Item 1A. Risk Factors," as well as "Item 1. Business," "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this Annual Report on Form 10-K, including:

        In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward looking statements contained in this Annual Report on Form 10-K. Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward looking events discussed in this Annual Report on Form 10-K not to occur. Except as otherwise required by federal securities law, we undertake no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Annual Report on Form 10-K.

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PART I

Item 1.     Business

         References in this Annual Report on Form 10-K to "Bunge Limited," "Bunge," "the Company," "we," "us" and "our" refer to Bunge Limited and its consolidated subsidiaries, unless the context otherwise indicates.

Business Overview

        We are a leading global agribusiness and food company with integrated operations that stretch from the farm field to consumer foods. We believe we are a leading:

    global oilseed processor and producer of vegetable oils and protein meals, based on processing capacity;

    global grain processor, based on volume;

    seller of packaged vegetable oils worldwide, based on sales;

    producer and seller of wheat flours and bakery mixes and dry milled corn products in North and South America, based on volume; and

    producer of sugar and ethanol in Brazil and global trader and merchandiser of sugar, based on volume.

        We conduct our operations in five segments: Agribusiness, Edible Oil Products, Milling Products, Sugar and Bioenergy and Fertilizer. We refer to the Edible Oil and Milling Products segments collectively as our Food and Ingredients businesses. Our strategy is to profitably grow our position in our core grain and oilseed value chains, capitalizing on our integrated global footprint and key origination, logistics, processing and risk management competencies while pursuing operational excellence. We also are focused on growing our value added Food and Ingredients businesses so that over time they represent a more significant percentage of our earnings. Our strategy is aligned with long-term global macroeconomic and consumer growth trends, including a commitment to sustainability.

        Our Agribusiness segment is an integrated, global business principally involved in the purchase, storage, transport, processing and sale of agricultural commodities and commodity products. Our Agribusiness operations and assets are located in North and South America, Europe and Asia-Pacific, and we have merchandising and distribution offices throughout the world.

        Our Food and Ingredients businesses, which consist of two reportable business segments: Edible Oil Products and Milling Products, include businesses that produce and sell edible oil based products, including vegetable oils, shortenings, margarines and mayonnaise and milled grain products such as wheat flours, bakery mixes, corn-based products and rice. The operations and assets of our Edible Oil Products segment are located in North and South America, Europe and Asia-Pacific and the operations and assets of our Milling Products segment are located in North and South America.

        Our Sugar and Bioenergy segment produces and sells sugar and ethanol derived from sugarcane, as well as energy derived from the sugar and ethanol production process, through our operations in Brazil. Our operations in this segment also include global trading and merchandising of sugar and ethanol.

        Our Fertilizer segment is involved in producing, blending and distributing fertilizer products for the agricultural industry in South America, with production and blending assets and operations in Argentina and port facilities in Brazil and Argentina.

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        2016 Summary Operating Highlights —In our Agribusiness segment in 2016 we continued to expand our global network of integrated assets. We formed joint ventures with leading regional players in Brazil and Asia-Pacific, to increase operating, marketing and logistics synergies and announced the acquisition of oilseed processing plants and operations in the Netherlands and France. In addition, we continued upgrading and expanding an existing port terminal in the United States, completed the construction of an oilseed processing plant in Ukraine and progressed on the construction of an oilseed processing plant in Asia-Pacific. In our Food and Ingredients businesses, we acquired a vegetable oil blends producer for large-scale commercial customers, based in Germany. In addition, we announced the acquisitions of a leading olive oil and seed oil producer in Turkey and a leading corn flour producer in North America. We also completed the construction of a wheat mill in Rio de Janeiro state, Brazil. In our Sugar and Bioenergy segment, our sugarcane milling operations benefitted from higher global sugar prices and improved domestic market conditions in Brazil, as well as lower costs and greater efficiency due to our continuous performance improvement initiatives.

History and Corporate Information

        Bunge Limited is a limited liability company formed under the laws of Bermuda. We are registered with the Registrar of Companies in Bermuda under registration number EC20791. We trace our history back to 1818 when we were founded as a trading company in Amsterdam, The Netherlands. We are a holding company, and substantially all of our operations are conducted through our subsidiaries. Our principal executive offices and corporate headquarters are located at 50 Main Street, White Plains, New York, 10606, United States of America and our telephone number is (914) 684-2800. Our registered office is located at 2 Church Street, Hamilton, HM 11, Bermuda.

Agribusiness

        Overview —Our Agribusiness segment is an integrated, global business involved in the purchase, storage, transport, processing and sale of agricultural commodities and commodity products while managing risk across various product lines. The principal agricultural commodities that we handle in this segment are oilseeds, primarily soybeans, rapeseed, canola and sunflower seed, and grains, primarily wheat and corn. We process oilseeds into vegetable oils and protein meals, principally for the food, animal feed and biodiesel industries, through a global network of facilities. Our footprint is well balanced, with approximately 35% of our processing capacity located in South America, 28% in North America, 23% in Europe and 14% in Asia-Pacific.

        Customers —We sell agricultural commodities and processed commodity products to customers throughout the world. The principal purchasers of our oilseeds, grains and oilseed meal are animal feed manufacturers, livestock producers, wheat and corn millers and other oilseed processors. As a result, our agribusiness operations generally benefit from global demand for protein, primarily for poultry and pork products. The principal purchasers of the unrefined vegetable oils produced in this segment are our own Food and Ingredients businesses and third-party edible oil processing companies, which use these oils as raw materials in the production of edible oil products for the food service, food processor and retail markets. In addition, we sell oil products for various non-food uses, including industrial applications and the production of biodiesel.

        Distribution and Logistics —We have developed an extensive global logistics network to transport our products, including trucks, railcars, river barges and ocean freight vessels. Typically, we either lease the transportation assets or contract with third parties for these services. To better serve our customer base and develop our global distribution and logistics capabilities, we own or operate either directly or through joint venture arrangements, various port terminal facilities globally, including in Brazil, Argentina, the United States, Canada, Russia, Ukraine, Poland, Vietnam and Australia.

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        Financial Services and Activities —We also offer various financial services, principally trade structured finance and financial risk management services for customers and other third parties. Our trade structured finance operations leverage our international trade flows to generate trade finance derived liquidity in emerging markets for customers and other third parties. Our financial risk management services include structuring and marketing over-the-counter ("OTC") risk management products to enable agricultural producers and end users of commodities to manage their commodity price risk exposures. Through our Financial Services Group we also engage in proprietary trading of foreign exchange and other financial instruments. Additionally, in Brazil, we provide financing services to farmers from whom we purchase soybeans and other agricultural commodities. Our farmer financing activities are an integral part of our grain and oilseed origination activities as they help assure the annual supply of raw materials for our Brazilian agribusiness operations.

        Biodiesel —We own and operate biodiesel facilities in Europe and Brazil and have equity method investments in biodiesel producers in Europe and Argentina. This business is complementary to our core Agribusiness operations as in each case we supply some of the raw materials (crude vegetable oil and soybean meal) used in their production processes.

        Raw Materials —We purchase oilseeds and grains either directly from farmers or indirectly through intermediaries. Although the availability and price of agricultural commodities may, in any given year, be affected by unpredictable factors such as weather, government programs and policies and farmer planting and selling decisions, our operations in major crop growing regions globally have enabled us to source adequate raw materials for our operational needs.

        Competition —Due to their commodity nature, markets for our products are highly competitive and subject to product substitution. Competition is principally based on price, quality, product and service offerings and geographic location. Major competitors include but are not limited to: The Archer Daniels Midland Co. ("ADM"), Cargill Incorporated ("Cargill"), Louis Dreyfus Group ("Louis Dreyfus"), Glencore International PLC and large regional companies such as Wilmar International Limited and COFCO Agri Limited ("COFCO") largely in Asia-Pacific.

Food and Ingredients

        Overview —Our Food and Ingredients businesses include two reportable business segments: Edible Oil Products and Milling Products. We primarily sell our products to three customer types or market channels: food processors, food service companies and retail outlets. The principal raw materials used in our Food and Ingredients businesses are various crude and further processed vegetable oils in our Edible Oil Products segment, and wheat, corn and rice in our Milling Products segment. These raw materials are agricultural commodities that we either produce or purchase from third parties. We believe that our global integrated business model enables us to realize synergies between our Agribusiness and Food and Ingredients operations through raw material procurement, logistics, risk management and co-location of industrial facilities, enabling us to supply customers with reliable, high quality products on a global basis. Additionally, our Food and Ingredients businesses are focused on capitalizing on growing global consumer food trends, including a desire for less processed, healthier foods, interest in new flavors and increases in snacking and eating outside the home.

    Edible Oil Products

        Products —Our edible oil products include packaged and bulk oils, shortenings, margarines, mayonnaise and other products derived from the vegetable oil refining process. We primarily use soybean, sunflower, rapeseed and canola oil that we produce in our Agribusiness segment oilseed processing operations as raw materials in this business. We are a leading seller of packaged vegetable oils worldwide, based on sales. We have edible oil refining and packaging facilities in North America, South America, Europe and Asia-Pacific. Our edible oil products business is largely business to business ("B2B") focused in North America, in Brazil and Europe it is a mix of B2B and business to consumer ("B2C"), and in Asia-Pacific it is largely a B2C focused business.

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        In Brazil, our retail edible oil brands include Soya , the leading packaged vegetable oil brand, as well as Primor and Salada . We are also a leading producer in the Brazilian margarine market with our brands Delicia and Primor , as well as in mayonnaise with our Soya, Primor and Salada brands. In shortenings, we are a leading supplier to the food processor market. We also produce processed tomato and other staple food products, including sauces, condiments and seasonings in Brazil under several brand names.

        In the United States and Canada, we offer our customers high quality solutions to fit their goals, such as reducing trans-fats or lowering saturated fats. Our products include Nutra-Clear NT Ultra , a high oleic canola oil that is trans-fat free and low in saturated fats and Pro-Formance NT , a high oleic soybean oil that is highly stable and trans-fat free. We have also developed proprietary fiber addition processes that allow bakery and food processor customers to achieve significant reductions in saturated fats in shortenings. We also offer expeller pressed and physically refined oils to food service customers under the brand Whole Harvest and also produce margarines and buttery spreads, including our leading brand Country Premium , for food service, food processor and retail private label customers.

        In Europe, we are a leader in consumer packaged vegetable oils, which are sold in various geographies under brand names including Venusz, Floriol, Kujawski, Olek, Unisol, Ideal, Oleina, Maslenitsa, Oliwier, Salat and Rozumnitsa, and a leader in margarines, including our brand names Smakowita, Maslo Rosline, Masmix, Optima, Deli Reform, Keiju, Evesol, Linco, Gottgott, Suvela and Finuu. Most recently, we have introduced Optima margarine with DHA for consumers interested in adding omega-3 fatty acids to their diets. Additionally, we have introduced first cold pressed oils and spice and herb enhanced products under our Deli Reform brand.

        With the acquisition of a majority share in Walter Rau Neusser Öl und Fett Aktiengesellschaft ("Walter Rau Neusser") in 2016, a leading oils & fats producer in Germany, we are now a significant oils supplier in the West European foodservice channel. We also supply a range of refined seed oils (sunflower and rapeseed) in bulk formats to industrial food processors who are among the leading brand owners in the global food industry.

        In December 2016, we announced the acquisition of Ana Gyda Yhtiyaç Maddeleri ve Sanayi Ticaret A.Ş ("Ana Gyda"), a leading Turkish olive oil and seed oil producer. Ana Gyda is the owner of Komili , the market leading olive oil brand in Turkey. The transaction closed on February 21, 2017.

        In India, our brands include Dalda , Ginni and Chambal in edible oils; Dalda and Gagan in vanaspati; and Masterline in professional bakery fats. In China, our edible oil brand is Dou Wei Jia . In Asia-Pacific, we recently entered into distribution arrangements to sell and distribute packaged softseed oils and coconut oil.

        Customers —Our customers include baked goods companies, snack food producers, restaurant chains, foodservice distributors and other food manufacturers who use vegetable oils and shortenings as ingredients in their operations, as well as grocery chains, wholesalers, distributors and other retailers who sell to consumers under our brand names or under private labels. These customers include global and national food processors and manufacturers, many of which are leading brand owners in their product categories.

        Competition —Competition is based on a number of factors, including price, raw material procurement, distribution capabilities and cost structure, brand recognition, product quality, innovation, technical support, new product introductions, composition and nutritional value and advertising and promotion. Our products may compete with widely advertised, well-known, branded products, as well as private label and customized products. In the United States and Canada, our principal competitors in the Edible Oil Products segment include ADM, Cargill, Stratas Foods LLC, Unilever NV/PLC ("Unilever") and Ventura Foods LLC. In Brazil, our principal competitors also include ADM, Cargill,

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Imcopa, BRF S.A. and JBS S.A. In Europe, our principal competitors include ADM, Cargill, Unilever and various local companies in each country.

    Milling Products

        Products —Our Milling Products segment activities include the production and sale of a variety of wheat flours and bakery mixes in Brazil and Mexico, corn-based products in the United States and Mexico derived from the corn dry milling process and milled rice products in the United States and Brazil.

        Our brands in Brazil include Suprema, Soberana, Primor and Predileta wheat flours and Gradina, and Pre-Mescla bakery premixes. Our wheat flour and bakery mix brands in Mexico include Espiga, Esponja, Francesera, Chulita, Galletera and Pastelera. Our corn milling products consist primarily of dry-milled corn meals, flours and flaking and brewer's grits, as well as soy-fortified corn meal, corn-soy blend and other similar products. As part of our corn portfolio, we also sell whole grain and fiber ingredients. In the United States, we have most recently added ancient grains, such as quinoa and millet to our portfolio. We have also introduced a range of extruded products that include die cut pellets for the snack food industry. Additionally, we offer non-GMO products in the United States, including corn varieties. We mill and sell bulk and packaged rice in the United States and also sell branded rice in Brazil under the Primor brand.

        In August 2016, we announced the acquisition of a controlling interest in Grupo Minsa, S.A.B. de C.V. ("Minsa"), a leading corn flour producer in North America. As part of the transaction, Bunge will control four mills in Mexico and two in the United States, which produce a broad portfolio of branded corn flours and pre-mixes for tortillas and other products. The transaction is expected to close in the first half of 2017, subject to certain closing conditions, including the resolution of pending litigation brought by a former shareholder of the parent company of Minsa challenging the proposed acquisition.

        Customers —The primary customers for our wheat milling products are food processing, bakery and food service companies. The primary customers for our corn milling products are companies in the food-processing sector, such as cereal, snack, bakery and brewing companies, as well as the U.S. Government for humanitarian assistance programs. Our rice milling business sells to customers in the food service and food processing channels, as well as for export markets.

        Competition —Competition is based on a variety of factors, including price, raw material procurement, brand recognition, product quality, nutritional profile, dietary trends and distribution capabilities. In Brazil, our major competitors are Glencore, M. Dias Branco, J.Macedo and Moinho Anaconda, as well as many small regional producers. Our major competitors in North American corn milling include Cargill, Didion Milling Company, SEMO Milling, LLC and Life Line Foods, LLC. Our major competitors in our U.S. rice milling business include ADM and Farmers' Rice Cooperative. Our major competitors in Mexico include Grupo Elizondo, Molinera de México and Grupo Trimex.

Sugar and Bioenergy

        Overview —We are a leading, integrated producer of sugar and ethanol in Brazil, and a leading global trader and merchandiser of sugar. We own and operate eight sugarcane mills in Brazil, the world's largest producer and exporter of sugar. As of December 31, 2016, our mills had a total crushing capacity of approximately 21 million metric tons per year. Sugarcane, which is the raw material that we use to produce sugar and ethanol, is supplied by a combination of our own plantations and third-party farmers. Additionally, through cogeneration facilities at our sugarcane mills, we produce electricity from the burning of sugarcane bagasse (the fibrous portion of the sugarcane that remains after the extraction of sugarcane juice) in boilers, which enables our mills to meet their energy requirements. Any surplus electricity is sold to the local grid or other large third-party users of electricity. Our trading and merchandising operations engage in marketing and selling sugar through regional marketing offices in various locations and managing the sugar price risk for our business.

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        Since 2014, after our decision of reducing the capital allocated to this business and focusing our investments primarily on agricultural productivity increase and industrial yields, the business has experienced a significant turnaround. The strengthening of our sugarcane milling operations in Brazil, bringing the operating costs down and efficiencies up resulted in significantly improved results. The early stage of an anticipated cycle of higher sugar prices and changes in the fuel policy for the domestic market should contribute to further improvement of our results. Additionally, as previously announced, we are continuing to explore alternatives to reduce our exposure to the Brazilian sugarcane industry. However, the nature and timing of any potential outcome or transaction is uncertain and cannot be predicted.

        Raw Materials —Sugarcane is our principal raw material in this segment, and we both produce it and procure it through third-party supply contracts. The annual harvesting cycle in Brazil typically begins in late March/early April and ends in late November/early December. Once planted, sugarcane is harvested for five to seven years on average, but the yield decreases with each harvest over the life cycle of the cane. As a result, after this period, old sugarcane plants are typically removed and the area is replanted. The quality and yield of the harvested cane are also affected by factors such as soil quality, topography, weather and agricultural practices.

        Our mills are supplied with sugarcane grown on approximately 326,000 hectares of land. This land represents approximately 19,000 hectares of land that we own, 211,000 hectares of land that we manage under agricultural partnership arrangements and 96,000 hectares of land farmed by third-party farmers. In 2016, approximately 67% of our total milled sugarcane came from our owned or managed plantations and 33% was purchased from third-party suppliers. Payments under the agricultural partnership agreements and third-party supply contracts are based on a formula, which factors in the volume of sugarcane per hectare, sucrose content of the sugarcane and market prices for sugarcane, which are set by Consecana, the São Paulo state sugarcane, sugar and ethanol council.

        Our sugarcane planting and harvesting processes are substantially mechanized. Mechanized harvesting does not require burning of the cane prior to harvesting, significantly reducing the environmental impact when compared to manual harvesting, and resulting in improved soil condition.

        Logistics —Harvested sugarcane is loaded onto trucks and trailers and transported to our mills. Since the sucrose content of the sugarcane begins to degrade rapidly after harvesting, we seek to minimize the time and distance between the cutting of the cane and its delivery to our mills for processing.

        Products —Our mills allow us to produce ethanol, sugar and electricity, as further described below. At mills that produce both sugar and ethanol, we are able to adjust our production mix within certain capacity limits between ethanol and sugar, as well as, for certain mills, between different types of sugar (raw and crystal) and ethanol (hydrous and anhydrous). The ability to adjust our production mix allows us to respond to changes in customer demand and market prices.

        Sugar —Our current maximum sugar production capacity is 5,900 metric tons per day, which in a season of 5,000 hours of milling, results in an annual maximum production capacity of approximately 1.2 million metric tons of sugar. We produce two types of sugar: very high polarity ("VHP") raw sugar and white crystal sugar. VHP sugar is similar to the raw sugar traded on major commodities exchanges, including the standard NY11 contract, and is sold almost exclusively for export. Crystal sugar is a non-refined white sugar and is principally sold domestically in Brazil.

        Ethanol —Our current maximum ethanol production capacity is 6,200 cubic meters per day, which in a season of 5,000 hours of milling, results in an annual maximum production capacity of over 1.3 million cubic meters of ethanol. We produce and sell two types of ethanol: hydrous and anhydrous. Hydrous ethanol is consumed directly as a transport fuel, while anhydrous ethanol is blended with gasoline in transport fuels.

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        Electricity —We generate electricity from burning sugarcane bagasse in our mills. As of December 31, 2016, our total installed cogeneration capacity was approximately 322 megawatts, with approximately 131 megawatts available for resale to third parties after supplying our mills' energy requirements, representing approximately 596,000 megawatt hours of electricity available for resale.

        Customers —The sugar we produce at our mills is sold in both the Brazilian domestic and export markets. Our domestic customers are primarily in the confectionary and food processing industries. The ethanol we produce is primarily sold to customers for use in the Brazilian domestic market to meet the demand for fuel. We also export ethanol in the international market. Our sugar trading and merchandising operations purchase and sell sugar and ethanol from our own operations as well as third parties to meet international demand.

        Other —We have a minority investment in a U.S. corn based ethanol production facility and a 50% interest in a joint venture that produces corn based ethanol in Argentina. We have a 49.9% interest in a joint venture with TerraVia Holdings, Inc. (formerly Solazyme, Inc.) for the development and production of value added oils and feed ingredients, which uses sugar supplied by one of our mills as a raw material.

        Competition —We compete with other sugar and ethanol producers in Brazil and internationally, and in the global market with beet sugar processors, producers of other sweeteners and other biofuels producers. The industry is highly competitive, with raw material procurement, cost structure, selling price and distribution capabilities being important competitive factors. Our major competitors in Brazil include Cosan Limited/Raizen, São Martinho S.A., Biosev (Louis Dreyfus) and ED&F Man. Our major international competitors include British Sugar PLC, Südzucker AG, Cargill, Tereos Group, Sucden Group and COFCO.

Fertilizer

        Overview —Through our operations in Argentina, we produce, blend and distribute a range of NPK fertilizers, including phosphate-based liquid and solid nitrogen fertilizers. NPK refers to nitrogen (N), phosphate (P) and potassium (K), the main components of chemical fertilizers, used for crop production primarily of soybeans, corn and wheat. Our operations in Argentina are closely linked to our grain origination activities as we supply fertilizer to producers who supply us with grain. We also have a 75% controlling interest in a single super phosphate production ("SSP") plant and a strategically located river port facility in Argentina. In Brazil, we supply fertilizer to farmers as part of our grain origination activities, and operate a fertilizer terminal in the Port of Santos.

        Products and Services —We offer a complete fertilizer portfolio, including SSP, ammonia, urea and ammonium thiosulfate that we produce, as well as monoammonium phosphate ("MAP"), diammonium phosphate, triple supersphosphate, urea, UAN, ammonium sulfate and potassium chloride that we purchase from third parties and resell. We market our products under the Bunge brand, as well as the Solmix brand for liquid fertilizers.

        Raw Materials —Our principal raw materials in this segment are concentrated phosphate rock, sulfuric acid, natural gas, ammonium nitrate and sulphur. The prices of fertilizer raw materials are typically based on international prices that reflect global supply and demand factors and global transportation and other logistics costs. Each of these fertilizer raw materials is readily available in the international market from multiple sources.

        Competition —Competition is based on a number of factors, including delivered price, product offering and quality, location, access to raw materials, production efficiency and customer service, including, in some cases, customer financing terms. Our main competitors in our fertilizer operations in Argentina are ASP (Agrium), YPF, Profertil, Nidera, Yara International and Louis Dreyfus.

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Risk Management

        Risk management is a fundamental aspect of our business. Engaging in the hedging of risk exposures and anticipating market developments are critical to protect and enhance our return on assets. As such, we are active in derivative markets for agricultural commodities, energy, ocean freight, foreign currency and interest rates. We seek to leverage the market insights that we gain through our global operations across our businesses by actively managing our physical and financial positions on a daily basis. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk."

Insurance

        In each country where we conduct business, our operations and assets are subject to varying degrees of risk and uncertainty. We insure our businesses and assets in each country in a manner that it deems appropriate for a company of our size and activities, based on an analysis of the relative risks and costs. We believe that our geographic dispersion of assets helps mitigate risk to our business from an adverse event affecting a specific facility; however, if we were to incur a significant loss or liability for which we were not fully insured, it could have a materially adverse effect on our business, financial condition and results of operations.

Operating Segments and Geographic Areas

        We have included financial information about our reportable segments and our operations by geographic area in Note 26 of the notes to our consolidated financial statements.

Research and Development, Innovation, Patents and Licenses

        Our research and development activities are focused on developing products and improving processes that will drive growth or otherwise add value to our core business operations. In our Food and Ingredients business, we have nine research and development centers globally dedicated to supporting product development and enhancement. Additionally, our global innovation activities involve scouting, developing, buying, selling and/or licensing next generation technologies in food, feed and fuel.

        Our total research and development expenses were $17 million for the year 2016, $16 million for the year 2015 and $20 million for the year 2014. As of December 31, 2016, our research and development organization consisted of 119 employees worldwide.

        We own trademarks on the majority of the brands we produce in our Food and Ingredients and Fertilizer businesses. We typically obtain long-term licenses for the remainder. We have patents covering some of our products and manufacturing processes. However, we do not consider any of these patents to be material to our business. We believe we have taken appropriate steps to either own or license all intellectual property rights that are material to carrying out our business.

Seasonality

        In our Agribusiness segment, while there is a degree of seasonality in the growing season and procurement of our principal raw materials, such as oilseeds and grains, we typically do not experience material fluctuations in volume between the first and second half of the year since we are geographically diversified between the northern and southern hemispheres, and we sell and distribute products throughout the year. However, the first fiscal quarter of the year has generally been our weakest in terms of financial results due to the timing of the North and South American oilseed harvests as the North American harvest peaks in the third and fourth fiscal quarters and the South American harvest peaks in the second fiscal quarter, and thus our North and South American grain merchandising and oilseed processing activities are generally at lower levels during the first quarter.

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        In our Food and Ingredients segments, demand for certain of our food items may be influenced by holidays and other annual events.

        We experience seasonality in our Sugar and Bioenergy segment as a result of the Brazilian sugarcane growing cycle. In the Center-South of Brazil, the sugarcane harvesting period typically begins in late March/early April and ends in late November/early December. This creates fluctuations in our sugar and ethanol inventories, which usually peak in December to cover sales between crop harvests. These factors result in earnings being weighted towards the second half of the year. This segment is also impacted by the yield development of the sugarcane crops over the course of the crop year with sugar content reaching its highest level in the middle of the crop. As a result of the above factors, there may be significant variations in our results of operations from one quarter to another.

        In our Fertilizer segment, we are subject to seasonal trends based on the South American agricultural growing cycle as farmers typically purchase the bulk of their fertilizer needs in the second half of the year.

Government Regulation

        We are subject to a variety of laws in each of the countries in which we operate which govern various aspects of our business, including the processing, handling, storage, transport and sale of our products; risk management activities; land-use and ownership of land, including laws regulating the acquisition or leasing of rural properties by certain entities and individuals; and environmental, health and safety matters. To operate our facilities, we must obtain and maintain numerous permits, licenses and approvals from governmental agencies and our facilities are subject to periodic inspection by governmental agencies. In addition, we are subject to other laws and government policies affecting the food and agriculture industries, including food and feed safety, nutritional and labeling requirements and food security policies. From time-to-time, agricultural production shortfalls in certain regions and growing demand for agricultural commodities for feed, food and fuel use have caused prices for relevant agricultural commodities to rise. High commodity prices and regional crop shortfalls have led, and in the future may lead, governments to impose price controls, tariffs, export restrictions and other measures designed to assure adequate domestic supplies and/or mitigate price increases in their domestic markets, as well as increase the scrutiny of competitive conditions in their markets.

        Many countries globally are using and producing biofuels as alternatives to traditional fossil fuels. Biofuels convert crops, such as sugarcane, corn, soybeans, palm, rapeseed or canola and other oilseeds, into ethanol or biodiesel to extend, enhance or substitute for fossil fuels. Production of biofuels has increased significantly in the last decade in response to both periods of high fossil fuel prices and to government incentives for the production of biofuels offered in many countries, including the United States, Brazil, Argentina and many European countries. Furthermore, in several countries, governmental authorities are mandating biofuels use in transport fuel at specified levels. As such, the markets for agricultural commodities used in the production of biofuels have become increasingly affected by the growth of the biofuels industry and related legislation.

Environmental Matters and Sustainability

        We incorporate a commitment to sustainability into many of the areas of our business; from how we plan and develop our strategic goals and operate our facilities, to how we do business with our suppliers and customers and engage with our communities. Our philosophy is to "Act, Conserve and Engage" and our efforts include policies and initiatives to reduce deforestation, conserve resources in our operations and engage across our sector to address the sustainability challenges in the agribusiness and food value chain.

        We are subject to various environmental protection and occupational health and safety laws and regulations in the countries in which we operate. Our operations may emit or release certain

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substances, which may be regulated or limited by applicable laws and regulations. In addition, we handle and dispose of materials and wastes classified as hazardous or toxic by one or more regulatory agencies. Our operations are also subject to laws relating to environmental licensing of facilities, restrictions on land use in certain protected areas, forestry reserve requirements, limitations on the burning of sugarcane and water use. We incur costs to comply with health, safety and environmental regulations applicable to our activities and have made and expect to make substantial capital expenditures on an ongoing basis to continue to ensure our compliance with environmental laws and regulations. However, due to our extensive operations across multiple industries and jurisdictions globally, we are exposed to the risk of claims and liabilities under environmental regulations. Violation of these laws and regulations can result in substantial fines, administrative sanctions, criminal penalties, revocations of operating permits and/or shutdowns of our facilities.

        Additionally, our business could be affected in the future by regulation or taxation of greenhouse gas emissions or policies related to national emission reduction plans. It is difficult to assess the potential impact of any resulting regulation of greenhouse gas emissions. Potential consequences could include increased energy, transportation and raw material costs, and we may be required to make additional investments to modify our facilities, equipment and processes. As a result, the effects of additional climate change regulatory initiatives could have adverse impacts on our business and results of operations. Compliance with environmental laws and regulations did not materially affect our earnings or competitive position in 2016.

Employees

        As of December 31, 2016, we had approximately 32,000 employees. Many of our employees are represented by labor unions, and their employment is governed by collective bargaining agreements. In general, we consider our employee relations to be good.

Available Information

        Our website address is www.bunge.com. Through the "Investors: SEC Filings" section of our website, it is possible to access our periodic report filings with the Securities and Exchange Commission ("SEC") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to those reports. These reports are made available free of charge. Also, filings made pursuant to Section 16 of the Exchange Act with the SEC by our executive officers, directors and other reporting persons with respect to our common shares are made available, free of charge, through our website. Our periodic reports and amendments and the Section 16 filings are available through our website as soon as reasonably practicable after such report, amendment or filing is electronically filed with or furnished to the SEC.

        Through the "Investors: Corporate Governance" section of our website, it is possible to access copies of the charters for our Audit Committee, Compensation Committee, Finance and Risk Policy Committee, Corporate Governance and Nominations Committee and Sustainability and Corporate Responsibility Committee. Our corporate governance guidelines and our Code of Conduct are also available in this section of our website. Each of these documents is made available, free of charge, through our website.

        The foregoing information regarding our website and its content is for your convenience only. The information contained in or connected to our website is not deemed to be incorporated by reference in this report or filed with the SEC.

        In addition, you may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a

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website that contains reports, proxy and information statements, and other information regarding issuers that file electronically. The SEC website address is www.sec.gov.

Executive Officers and Key Employees of the Company

        Set forth below is certain information concerning the executive officers and key employees of the company.

Name
  Position
Soren Schroder   Chief Executive Officer

Todd Bastean

 

Chief Executive Officer, Bunge North America

Thomas Boehlert

 

Executive Vice President—Chief Financial Officer

Deborah Borg

 

Executive Vice President—Chief Human Resources Officer

Gordon Hardie

 

Managing Director, Food & Ingredients

Enrique Humanes

 

Chief Executive Officer, Bunge Southern Cone

Tommy Jensen

 

Chief Executive Officer, Bunge Europe, Middle East & Africa

David Kabbes

 

General Counsel and Managing Director, Corporate Affairs

Pierre Mauger

 

Chief Development Officer

Raul Padilla

 

Chief Executive Officer, Bunge Brazil and Managing Director, Sugar & Bioenergy

Brian Thomsen

 

Managing Director, Bunge Global Agribusiness and Chief Executive Officer, Bunge Product Lines

        Soren Schroder, 55 —Mr. Schroder has been our Chief Executive Officer since June 1, 2013. Prior to his current position, he was the Chief Executive Officer of Bunge North America since April 2010. Previously, he served as Vice President of Agribusiness for Bunge Europe since June 2006 and in a variety of agribusiness leadership roles at the company in the United States and Europe since joining Bunge in 2000. Prior to joining Bunge, he worked for over 15 years at Continental Grain and Cargill. Mr. Schroder is a member of Rabobank International's North American Agribusiness Advisory Board. He holds a bachelor's degree in Economics from Connecticut College.

        Todd Bastean, 50 —Mr. Bastean became Chief Executive Officer, Bunge North America, in June 2013. He started his career at Bunge in 1994 and became Chief Financial Officer of Bunge North America in 2010. Before assuming that role, he served as Vice President and General Manager of Bunge North America's Milling and Biofuels business units, and as Vice President and Chief Administrative Officer of its Grain and Milling business units. He also held positions in strategic planning and auditing. Prior to joining Bunge, he worked for KPMG Peat Marwick. Mr. Bastean holds a B.S. in Accounting from Western Illinois University.

         Thomas Boehlert , 57 —Mr. Boehlert assumed the role of Chief Financial Officer on January 1, 2017. Previously, he was Chief Executive Officer, President and a Director of First Nickel Inc. from 2011 to 2015. First Nickel entered Canadian receivership in August 2015. Prior to that, he was Chief Financial Officer for Kinross Gold Corporation from 2006 to 2011 and served as Chief Financial Officer for several energy companies, including Texas Genco, Direct Energy and Sithe Energies, Inc. Previously, Mr. Boehlert spent 14 years in banking with Credit Suisse, where his focus was on the electric power, natural resources and infrastructure sectors, and where he built and headed the firm's London-based project finance business covering Europe, Africa and the Middle East. He started his career as an auditor at a KPMG predecessor firm in 1983. Mr. Boehlert is a Certified Public

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Accountant and holds a B.A. in Accounting from Indiana University and an M.B.A. in Finance from New York University.

        Deborah Borg, 40 —Ms. Borg assumed the role of Chief Human Resources Officer in January 2016. She joined Bunge from Dow Chemical, where she served as President Dow USA, a role in which she was responsible for regional business strategy and external relationships with customers, government organizations and joint venture partners. She started her career at Dow in 2000 as Human Resources Manager for Australia / New Zealand, and went on to hold regional and business HR roles in Asia, Europe and North America. She also served as Global HR Director, Marketing and Sales, and led the Human Capital Planning and Development function for Dow focusing on talent acquisition, retention, diversity and development. Previously, Ms. Borg served in HR and talent development roles with General Motors Australia. She holds a Bachelor of Business Management in Human Resources and a Master in Training and Change Management from Victoria University, Australia.

        Gordon Hardie, 53 —Mr. Hardie has served as Managing Director, Food & Ingredients since July 2011. Prior to joining Bunge, Mr. Hardie founded Morningside Partners, a corporate strategy and M&A advisory firm focused on the food and beverage industries in 2009. Prior to that, from 2003 to 2009, he led the Fresh Baking Division of Goodman Fielder Ltd, the leading producer of bakery brands in Australia and New Zealand, and held leadership roles at companies in a variety of international markets, including as Group General Manager, Marketing at Southcorp Wines; Vice President, Asia-Pacific, Middle East and Africa at Fosters Group International; and Regional Director, Americas & Asia-Pacific at Pernod Ricard. He holds a Bachelor's degree in European Language and Psychology from the National University of Ireland, University College Cork and an M.B.A. from the University College Dublin, Michael Smurfit Graduate School of Business.

        Enrique Humanes, 57 —Mr. Humanes has served as Chief Executive Officer of Bunge Argentina since February 2011 and previously served as interim Chief Executive Officer of Bunge Argentina since July 2010. He started his career at the company in 2000 as the Operations Director of Bunge Argentina. Prior to joining Bunge, he served in industrial roles at Unilever and Dow Chemical. He holds an undergraduate degree in chemical engineering from the Technology University of Rosario, a postgraduate degree in Process Management Administration from Rice University and an M.B.A. from IDEA in Argentina.

        Tommy Jensen, 55 —Mr. Jensen has served as Chief Executive Officer of Bunge Europe, Middle East and Africa ("Bunge EMEA") since May 2012 and previously served as Bunge EMEA's Chief Operating Officer, Vice President, Northern and Central Europe and Managing Director, Poland. Prior to joining Bunge in 2003, he held leadership positions at Animex S.A. in Poland, a subsidiary of Smithfield Foods, Continental Grain in Poland and Germany, and Jyske Bank A/S in Denmark. He has a Bachelor's degree in Finance from Aarhus School of Business at Aarhus University, Denmark, and has completed the Advanced Management Program at Harvard Business School.

        David Kabbes, 54 —Mr. Kabbes became General Counsel and Managing Director, Corporate Affairs in February 2015 after serving as Senior Vice President, Corporate and Legal Affairs for Bunge North America since 2000, where he oversaw the legal, government and industry affairs, communications, foreign trade support and environmental functions. Prior to joining Bunge in 2000, he was Executive Vice President, Secretary and General Counsel at Purina Mills, a corporate attorney at Koch Industries, Inc., a partner at Schiff Hardin & Waite and an associate at Thompson Coburn. He received a bachelor's degree in business from Quincy University and a law degree from the University of Illinois.

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        Pierre Mauger, 44 —Mr. Mauger has served as Chief Development Officer since September 2013. Prior to joining Bunge, Mr. Mauger was a partner at McKinsey & Company, where he led the firm's agriculture service line in Europe, the Middle East and Africa from 2009 to 2013, overseeing client relationships with leading global companies in the commodity processing and trading, agrochemicals and fertilizer sectors, as well as with governments. Prior to that, he served as a partner in the firm's consumer goods practice. He joined McKinsey as an associate in 2000. Mr. Mauger previously worked as an auditor at Nestlé and KPMG. He holds a B.Sc. in Economics and Business Finance from Brunel University in the United Kingdom and an M.B.A. from INSEAD.

        Raul Padilla, 61 —Mr. Padilla became Chief Executive Officer of Bunge Brazil in May 2014. He has also served as Managing Director, Sugar and Bioenergy, since September 2014. Prior to that, he served as Managing Director, Bunge Global Agribusiness and Chief Executive Officer, Bunge Product Lines since July 2010. Prior to that, he was Chief Executive Officer of Bunge Argentina since 1999, having joined the company in 1997 as Commercial Director. Mr. Padilla has over 30 years of experience in the oilseed processing and grain handling industries in Argentina, beginning his career with La Plata Cereal in 1977. He has served as President of the Argentine National Oilseed Crushers Association, Vice President of the International Association of Seed Crushers and Director of the Buenos Aires Cereal Exchange and the Rosario Futures Exchange. Mr. Padilla is a graduate of the University of Buenos Aires.

        Brian Thomsen, 50 —Mr. Thomsen became Managing Director, Bunge Global Agribusiness and Chief Executive Officer, Bunge Product Lines in May 2014. Previously, he served as Managing Director, Global Grains and Oilseeds Product Lines. He joined the company in 2004 as Director, Grains Product Line. Prior to Bunge, Mr. Thomsen was Managing Director, Dry Commodity Trading at Nidera, and previously served in global trading and management roles at Cargill. He started his career in 1988 at Aarhus Oil, a Danish crush and refining company, and is a graduate of the International Academy of Business in Aarhus, Denmark.

Item 1A.     Risk Factors

Risk Factors

         Our business, financial condition or results of operations could be materially adversely affected by any of the risks and uncertainties described below. Additional risks not presently known to us, or that we currently deem immaterial, may also impair our financial condition and business operations. See "Cautionary Statement Regarding Forward Looking Statements."

Risks Relating to Our Business and Industries

Adverse weather conditions, including as a result of future climate change, may adversely affect the availability, quality and price of agricultural commodities and agricultural commodity products, as well as our operations and operating results.

        Adverse weather conditions have historically caused volatility in the agricultural commodity industry and consequently in our operating results by causing crop failures or significantly reduced harvests, which may affect the supply and pricing of the agricultural commodities that we sell and use in our business, reduce demand for our fertilizer products and negatively affect the creditworthiness of agricultural producers who do business with us.

        Additionally, our sugar production depends on the volume and sucrose content of the sugarcane that we cultivate or that is supplied to us by third-party growers. Both sugarcane crop yields and sucrose content depend significantly on weather conditions, such as rainfall and prevailing temperatures, which can vary substantially. Adverse weather conditions can also impair our ability to harvest and transport sugarcane to our mills, leading to decreased productivity and higher production

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costs. As a result, unfavorable weather conditions have had and could in the future have a material adverse effect on our sugar operations.

        Severe adverse weather conditions, such as hurricanes or severe storms, may also result in extensive property damage, extended business interruption, personal injuries and other loss and damage to us. Our operations also rely on dependable and efficient transportation services. A disruption in transportation services, as a result of weather conditions or otherwise, may also significantly adversely impact our operations.

        Additionally, the potential physical impacts of climate change are uncertain and may vary by region. These potential effects could include changes in rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities, and changing temperature levels that could adversely impact our costs and business operations, the location and costs of global agricultural commodity production and the supply and demand for agricultural commodities. These effects could be material to our results of operations, liquidity or capital resources.

We face intense competition in each of our businesses.

        We face significant competition in each of our businesses and we have numerous competitors, some of which are larger and have greater financial resources than we have. As many of the products we sell are global commodities, the markets for our products are highly price competitive and in many cases sensitive to product substitution. In addition, to compete effectively, we must continuously focus on improving efficiency in our production and distribution operations, as well as developing and maintaining appropriate market share and customer relationships. We also compete for talent in our industries, particularly commercial personnel. Competition could cause us to lose market share and talented employees, exit certain lines of business, increase marketing or other expenditures or reduce pricing, each of which could have an adverse effect on our business and profitability.

We are subject to fluctuations in agricultural commodity and other raw material prices caused by other factors outside of our control that could adversely affect our operating results.

        Prices for agricultural commodities and their by-products, including, among others, soybeans, corn, wheat, sugar and ethanol, like those of other commodities, are often volatile and sensitive to local and international changes in supply and demand caused by factors outside of our control, including farmer planting and selling decisions, government agriculture programs and policies, global inventory levels, demand for biofuels, weather and crop conditions and demand for and supply of, competing commodities and substitutes. These factors may cause volatility in our operating results.

        Our fertilizer business may also be adversely affected by fluctuations in the prices of agricultural commodities and fertilizer raw materials that are caused by market factors beyond our control. Increases in fertilizer prices due to higher raw material costs have in the past and could in the future adversely affect demand for our fertilizer products. Additionally, as a result of competitive conditions in our Food and Ingredients and Fertilizer segments, we may not be able to recoup increases in raw material costs through increases in sales prices for our products, which may adversely affect our profitability.

We are vulnerable to the effects of supply and demand imbalances in our industries .

        Historically, the market for some of our agricultural commodities and fertilizer products has been cyclical, with periods of high demand and capacity utilization stimulating new plant investment and the addition of incremental processing or production capacity by industry participants to meet the demand. The timing and extent of this expansion may then produce excess supply conditions in the market, which, until the supply/demand balance is again restored, negatively impacts product prices and operating results. During times of reduced market demand, we may suspend or reduce production at

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some of our facilities. The extent to which we efficiently manage available capacity at our facilities will affect our profitability.

Fluctuations in energy prices could adversely affect our operating results.

        Our operating costs and selling prices of certain of our products are sensitive to changes in energy prices. Our industrial operations utilize significant amounts of electricity, natural gas and coal, and our transportation operations are dependent upon diesel fuel and other petroleum-based products. Significant increases in the cost of these items could adversely affect our operating costs and results.

        We also sell certain biofuel products, such as ethanol and biodiesel, which are closely related to, or may be substituted for, petroleum products. As a result, the selling prices of ethanol and biodiesel can be impacted by the selling prices of oil, gasoline and diesel fuel. In turn, the selling prices of the agricultural commodities and commodity products that we sell, such as corn and vegetable oils that are used as feedstocks for biofuels, are also sensitive to changes in the market price for biofuels, and consequently world petroleum prices as well. Prices for petroleum products and biofuels are affected by market factors and government fuel policies, over which we have no control. Lower prices for oil, gasoline or diesel fuel could result in decreased selling prices for ethanol, biodiesel and their raw materials, which could adversely affect our revenues and operating results. Additionally, the prices of sugar and sugarcane-based ethanol are also correlated, and, therefore, a decline in world sugar prices may also adversely affect the selling price of the ethanol we produce in Brazil.

We are subject to global and regional economic downturns and related risks.

        The level of demand for our products is affected by global and regional demographic and macroeconomic conditions, including population growth rates and changes in standards of living. A significant downturn in global economic growth, or recessionary conditions in major geographic regions, may lead to reduced demand for agricultural commodities, which could adversely affect our business and results of operations.

        Additionally, weak global economic conditions and adverse conditions in global financial and capital markets, including constraints on the availability of credit, have in the past adversely affected, and may in the future adversely affect, the financial condition and creditworthiness of some of our customers, suppliers and other counterparties, which in turn may negatively impact our financial condition and results of operations. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for more information.

        For example, after a period of accelerated economic expansion, Brazil's economic growth rates began to decline over the past four years, with the country experiencing recessions in 2015 and 2016, while facing increasing inflation. Weak macroeconomic conditions in Brazil are expected to continue into 2017. At the same time, ongoing, high profile political corruption scandals have led to criminal charges being filed against various prominent business and political figures in Brazil, and proceedings regarding the violation of federal budget laws resulted in the impeachment of former Brazilian President Dilma Rousseff. The weakened economic and political situation and outlook in Brazil has adversely affected consumer confidence levels and spending, which has led to significantly reduced demand for products in our Food and Ingredients businesses in the country. The timing of any economic improvement is uncertain, and there can be no assurance that economic and political conditions will not deteriorate further in the near term. Additionally, a slowdown in China's economy over a prolonged period could lead to reduced demand for agricultural commodities. To the extent that such economic and political conditions negatively impact consumer and business confidence and consumption patterns or volumes, our business and results of operations could be significantly and adversely affected.

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We are subject to economic, political and other risks of doing business globally and in emerging markets.

        We are a global business with a substantial majority of our assets and operations located outside the United States. In addition, part of our strategy involves expanding our business in several emerging market regions, including Eastern Europe, Asia-Pacific, the Middle East and Africa. Volatile international economic, political and market conditions may have a negative impact on our operating results and our ability to achieve our business strategies.

        Due to the international nature of our business, we are exposed to currency exchange rate fluctuations. Changes in exchange rates between the U.S. dollar and other currencies, particularly the Brazilian real , the Argentine peso , the euro and certain Eastern European currencies affect our revenues and expenses that are denominated in local currencies, affect farm economics in those regions and may also have a negative impact on the value of our assets located outside of the United States.

        We are also exposed to other risks of international operations, including:

    adverse trade policies or trade barriers on agricultural commodities and commodity products;

    inflation and hyperinflationary economic conditions and adverse economic effects resulting from governmental attempts to control inflation, such as imposition of wage and price controls and higher interest rates;

    changes in laws and regulations or their interpretation or enforcement in the countries where we operate, such as tax laws, including the risk of future adverse tax regulation in the United States relating to our status as a Bermuda company;

    difficulties in enforcing agreements or judgments and collecting receivables in foreign jurisdictions;

    sovereign risk;

    exchange controls or other currency restrictions and limitations on the movement of funds, such as on the remittance of dividends by subsidiaries;

    inadequate infrastructure;

    government intervention, including through expropriation, or regulation of the economy or natural resources, including restrictions on foreign ownership of land or other assets;

    the requirement to comply with a wide variety of foreign and United States laws and regulations that apply to international operations, including, without limitation, economic sanctions regulations, labor laws, import and export regulations, anti-corruption and anti-bribery laws, as well as other laws or regulations discussed in this "Item 1A. Risk Factors" section;

    challenges in maintaining an effective internal control environment with operations in multiple international locations, including language differences, varying levels of U.S. Generally Accepted Accounting Principles ("U.S. GAAP") expertise in international locations and multiple financial information systems; and

    labor disruptions, civil unrest, significant political instability, wars or other armed conflict or acts of terrorism.

        These risks could adversely affect our operations, business strategies and operating results. Additionally, recent events, including the 2016 U.S. presidential election and potential future changes in U.S. and global trade policies are creating a level of uncertainty for multinational companies. As we continue to operate and expand our business globally, our success will depend, in part, on our ability to anticipate, respond to and effectively manage these and other changes and risks.

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Government policies and regulations, particularly those affecting the agricultural sector and related industries, could adversely affect our operations and profitability.

        Agricultural commodity production and trade flows are significantly affected by government policies and regulations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, import and export restrictions on agricultural commodities and commodity products and energy policies (including biofuels mandates), can influence industry profitability, the planting of certain crops versus other uses of agricultural resources, the location and size of crop production, whether unprocessed or processed commodity products are traded and the volume and types of imports and exports. In addition, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions.

        Increases in prices for, among other things, food, fuel and crop inputs, such as fertilizers, have become the subject of significant discussion by governmental bodies and the public throughout the world in recent years. In some countries, this has led to the imposition of policies such as price controls, tariffs and export restrictions on agricultural commodities. Additionally, continuing efforts to change the regulation of financial markets, including the U.S. Dodd-Frank Act and European regulations, may subject large users of derivatives, such as Bunge, to extensive new oversight and regulation. Such initiatives could impose significant additional costs on us, including operating and compliance costs, and could materially affect the availability, as well as the cost and terms, of certain transactions. Future governmental policies, regulations or actions affecting our industries may adversely affect the supply of, demand for and prices of our products, restrict our ability to do business and cause our financial results to suffer.

Increases in commodity prices can increase the scrutiny to which we are subject under antitrust laws.

        We are subject to antitrust and competition laws in various countries throughout the world. We cannot predict how these laws or their interpretation, administration and enforcement will change over time, particularly in periods of significant price increases in our industries. Changes or developments in antitrust laws globally, or in their interpretation, administration or enforcement, may limit our existing or future operations and growth. Increases in food and fertilizer prices have in the past resulted in increased scrutiny of our industries under antitrust and competition laws in Europe, Brazil and other jurisdictions and increase the risk that these laws could be interpreted, administered or enforced in a manner that could affect our operations or impose liability on us in a manner that could have a material adverse effect on our operating results and financial condition.

We may be adversely affected by a shortage of sugarcane or by high sugarcane costs.

        Sugarcane is our principal raw material used in the production of ethanol and sugar. Our ability to secure an adequate supply of sugarcane depends on our ability to negotiate and maintain satisfactory land rights and supply contracts with third parties. Currently, approximately 94% of the land we use for sugarcane supply is not owned by us, with such land typically managed through agricultural partnership agreements having an average remaining term of four years. We cannot guarantee that these agreements will be renewed after their respective terms or that any such renewals will be on terms and conditions satisfactory to us. A significant shortage of sugarcane supply or increase in the cost of available sugarcane, including as a result of the termination of our partnership or supply contracts or the inability to enter into alternative arrangements on economic terms, would likely have an adverse effect on our business and financial performance, and such effect could be material.

We may not realize the anticipated benefits of acquisitions, divestitures or joint ventures.

        We have been an active acquirer of other companies, and we have joint ventures with several partners. Part of our strategy involves acquisitions, alliances and joint ventures designed to expand and

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enhance our business. Our ability to benefit from acquisitions, joint ventures and alliances depends on many factors, including our ability to identify suitable prospects, access funding sources on acceptable terms, negotiate favorable transaction terms and successfully consummate and integrate any businesses we acquire. In addition, we may decide, from time to time, to divest certain of our assets or businesses. Our ability to successfully complete a divestiture will depend on, among other things, our ability to identify buyers that are prepared to acquire such assets or businesses on acceptable terms and to adjust and optimize our retained businesses following the divestiture.

        Our acquisition or divestiture activities may involve unanticipated delays, costs and other problems. If we encounter unexpected problems with one of our acquisitions, alliances or divestitures, our senior management may be required to divert attention away from other aspects of our businesses to address these problems. Additionally, we may fail to consummate proposed acquisitions or divestitures, after incurring expenses and devoting substantial resources, including management time, to such transactions.

        Acquisitions also pose the risk that we may be exposed to successor liability relating to actions by an acquired company and its management before the acquisition. The due diligence we conduct in connection with an acquisition, and any contractual guarantees or indemnities that we receive from the sellers of acquired companies, may not be sufficient to protect us from, or compensate us for, actual liabilities. A material liability associated with an acquisition could adversely affect our reputation and results of operations and reduce the benefits of the acquisition. Additionally, acquisitions involve other risks, such as differing levels of management and internal control effectiveness at the acquired entities, systems integration risks, the risk of impairment charges relating to goodwill and intangible assets recorded in connection with acquisitions, the risk of significant accounting charges resulting from the completion and integration of a sizeable acquisition, the need to fund increased capital expenditures and working capital requirements, our ability to retain and motivate employees of acquired entities and other unanticipated problems and liabilities.

        Divestitures may also expose us to potential liabilities or claims for indemnification, as we may be required to retain certain liabilities or indemnify buyers for certain matters, including environmental or litigation matters, associated with the assets or businesses that we sell. The magnitude of any such retained liability or indemnification obligation may be difficult to quantify at the time of the transaction, and its cost to us could ultimately exceed the proceeds we receive for the divested assets or businesses. Divestitures also have other inherent risks, including possible delays in closing transactions (including potential difficulties in obtaining regulatory approvals), the risk of lower-than-expected sales proceeds for the divested businesses and unexpected costs or other difficulties associated with the separation of the businesses to be sold from our information technology and other systems and management processes, including the loss of key personnel. Additionally, expected cost savings or other anticipated efficiencies or benefits from divestitures may also be difficult to achieve or maximize.

        Additionally, we have several joint ventures and investments where we may have limited control over governance, financial reporting and operations. As a result, we face certain operating, financial and other risks relating to these investments, including risks related to the financial strength of our joint venture partners or their willingness to provide adequate funding for the joint venture, having differing objectives from our partners, the inability to implement some actions with respect to the joint venture's activities that we may believe are favorable if the joint venture partner does not agree, compliance risks relating to actions of the joint venture or our partners and the risk that we will be unable to resolve disputes with the joint venture partner. As a result, these investments may contribute significantly less than anticipated to our earnings and cash flows.

We are subject to industry and other risks that could adversely affect our reputation and financial results.

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

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government regulation, regarding matters such as food and feed safety, nutritional standards and genetically modified organisms. We are also subject to shifts in customer and consumer preferences and concerns regarding the outbreak of disease associated with livestock and poultry, including avian or swine influenza. These risks could not only adversely affect our business and operating results but also our corporate reputation.

        As a company whose products comprise staple food and feed products sold globally, maintaining a good corporate reputation is critical to our continued success. Reputational value is based in large part on perceptions, which can shift rapidly in response to negative incidents. The failure or alleged failure to maintain high standards for quality, safety, integrity, environmental sustainability and social responsibility, including with respect to raw materials and services obtained from suppliers, even if untrue, may result in tangible effects, such as reduced demand for our products, disruptions to our operations, increased costs and loss of market share to competitors. Our reputation and results of operations could also be adversely impacted by changing consumer preferences and perceptions relating to some of the products we sell, such as with regard to the quantity and type of fats, sugars and grains consumed as well as concerns regarding genetically modified crops. Failure to anticipate, adapt or respond effectively to these trends or issues may result in material adverse effects on our business, financial condition, and results of operations.

We are subject to environmental, health and safety regulation in numerous jurisdictions. We may be subject to substantial costs, liabilities and other adverse effects on our business relating to these matters.

        Our operations are regulated by environmental, health and safety laws and regulations in the countries where we operate, including those governing the labeling, use, storage, discharge and disposal of hazardous materials. These laws and regulations require us to implement procedures for the handling of hazardous materials and for operating in potentially hazardous conditions and they impose liability on us for the cleanup of environmental contamination. In addition to liabilities arising out of our current and future operations for which we have ongoing processes to manage compliance with regulatory obligations, we may be subject to liabilities for past operations at current facilities and in some cases to liabilities for past operations at facilities that we no longer own or operate. We may also be subject to liabilities for operations of acquired companies. We may incur material costs or liabilities to comply with environmental, health and safety requirements. In addition, our industrial activities can result in serious accidents that could result in personal injuries, facility shutdowns, reputational harm to our business and/or the expenditure of significant amounts to remediate safety issues or repair damaged facilities.

        In addition, continued government and public emphasis in countries where we operate on environmental issues, including climate change, conservation and natural resource management, have resulted in and could result in new or more stringent forms of regulatory oversight of our industries, including increased environmental controls, land-use restrictions affecting us or our suppliers and other conditions that could have a material adverse effect on our business, financial condition and results of operations. For example, certain aspects of our business and the larger food production chain generate carbon emissions. The imposition of regulatory restrictions on greenhouse gas emissions, which may include limitations on greenhouse gas emissions, other restrictions on industrial operations, taxes or fees on greenhouse gas emissions and other measures, could affect land-use decisions, the cost of agricultural production and the cost and means of processing and transporting of our products, which could adversely affect our business, cash flows and results of operations.

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We are exposed to credit and counterparty risk relating to our customers in the ordinary course of business. In particular, we advance capital and provide other financing arrangements to farmers in Brazil and, as a result, our business and financial results may be adversely affected if these farmers are unable to repay the capital advanced to them.

        We have various credit terms with customers, and our customers have varying degrees of creditworthiness, which exposes us to the risk of non-payment or other default under our contracts and other arrangements with them. In the event that we experience significant defaults on their payment obligations to us, our financial condition, results of operations or cash flows could be materially and adversely affected.

        In Brazil, where there are limited third-party financing sources available to farmers, we provide financing to farmers from whom we purchase soybeans and other agricultural commodities through prepaid commodity purchase contracts and advances, which are generally intended to be short-term in nature and are typically secured by the farmer's crop and a mortgage on the farmer's land and other assets to provide a means of repayment in the potential event of crop failure or shortfall. At December 31, 2016 and 2015, respectively, we had approximately $966 million and $847 million in outstanding prepaid commodity purchase contracts and advances to farmers. We are exposed to the risk that the underlying crop will be insufficient to satisfy a farmer's obligation under the financing arrangements as a result of weather and crop growing conditions, and other factors that influence the price, supply and demand for agricultural commodities. In addition, any collateral held by us as part of these financing transactions may not be sufficient to fully protect us from loss.

We are a capital intensive business and depend on cash provided by our operations as well as access to external financing to operate and expand our business.

        We require significant amounts of capital to operate our business and fund capital expenditures. In addition, our working capital needs are directly affected by the prices of agricultural commodities, with increases in commodity prices generally causing increases in our borrowing levels. We are also required to make substantial capital expenditures to maintain, upgrade and expand our extensive network of storage facilities, processing plants, refineries, mills, logistics assets and other facilities to keep pace with competitive developments, technological advances and safety and environmental standards. Furthermore, the expansion of our business and pursuit of acquisitions or other business opportunities may require us to have access to significant amounts of capital. If we are unable to generate sufficient cash flows or raise sufficient external financing on attractive terms to fund these activities, including as a result of a tightening in the global credit markets, we may be forced to limit our operations and growth plans, which may adversely impact our competitiveness and, therefore, our results of operations.

        As of December 31, 2016, we had $5,015 million unused and available borrowing capacity under various committed long-term credit facilities and $4,264 million in total debt. Our debt could limit our ability to obtain additional financing, limit our flexibility in planning for, or reacting to, changes in the markets in which we compete, place us at a competitive disadvantage compared to our competitors that are less leveraged than we are and require us to dedicate more cash on a relative basis to servicing our debt and less to developing our business. This may limit our ability to run our business and use our resources in the manner in which we would like. Furthermore, difficult conditions in global credit or financial markets generally could adversely impact our ability to refinance maturing debt or the cost or other terms of such refinancing, as well as adversely affect the financial position of the lenders with whom we do business, which may reduce our ability to obtain financing for our operations. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

        Our credit ratings are important to our liquidity. While our debt agreements do not have any credit rating downgrade triggers that would accelerate the maturity of our debt, a reduction in our

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credit ratings would increase our borrowing costs and, depending on their severity, could impede our ability to obtain credit facilities or access the capital markets in the future on favorable terms. A significant increase in our borrowing costs could impair our ability to compete effectively in our business relative to competitors with higher credit ratings.

Our risk management strategies may not be effective.

        Our business is affected by fluctuations in agricultural commodity prices, transportation costs, energy prices, interest rates and foreign currency exchange rates. We engage in hedging transactions to manage these risks. However, our exposures may not always be fully hedged and our hedging strategies may not be successful in minimizing our exposure to these fluctuations. In addition, our risk management strategies may seek to position our overall portfolio relative to expected market movements. While we have implemented a broad range of control procedures and policies to mitigate potential losses, they may not in all cases successfully protect us from losses that have the potential to impair our financial position. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk."

We may not be able to achieve the efficiencies, savings and other benefits anticipated from our cost reduction, margin improvement and other business optimization initiatives.

        We are continually implementing programs throughout the company to reduce costs, increase efficiencies and enhance our business. Initiatives currently in process or implemented in the past several years include the outsourcing of certain administrative activities in several regions, the rationalization of manufacturing operations globally, including the closing of facilities, and the implementation of operational improvement program in our Food and Ingredients businesses. Unexpected delays, increased costs, adverse effects on our internal control environment, inability to retain and motivate employees or other challenges arising from these initiatives could adversely affect our ability to realize the anticipated savings or other intended benefits of these activities.

The loss of or a disruption in our manufacturing and distribution operations or other operations and systems could adversely affect our business.

        We are engaged in manufacturing and distribution activities on a global scale, and our business depends on our ability to execute and monitor, on a daily basis, a significant number of transactions across numerous markets or geographies. As a result, we are subject to the risks inherent in such activities, including industrial accidents, environmental events, fires, explosions, strikes and other labor or industrial disputes and disruptions in logistics or information systems, as well as natural disasters, pandemics, acts of terrorism and other external factors over which we have no control. While we insure ourselves against many of these types of risks in accordance with industry standards, our level of insurance may not cover all losses. The loss of, or damage to, any of our facilities could have a material adverse effect on our business, results of operations and financial condition.

Our information technology systems and processes may suffer a significant breach or disruption that may adversely affect our ability to conduct our business.

        Our information technology systems, some of which are dependent on services provided by third parties, provide critical data and services for internal and external users, including procurement and inventory management, transaction processing, financial, commercial and operational data, human resources management, legal and tax compliance information and other information and processes necessary to operate and manage our business. Our information technology and infrastructure may experience attacks by hackers, breaches or other failures or disruptions that could compromise our systems and the information stored there. While we have implemented security measures and disaster recovery plans designed to protect the security and continuity of our networks and critical systems,

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these measures may not adequately prevent adverse events such as breaches or failures from occurring or mitigate their severity if they do occur. If our information technology systems are breached, damaged or fail to function properly due to any number of causes, such as security breaches or cyber based attacks, systems implementation difficulties, catastrophic events or power outages, and our security, contingency disaster recovery or other risk mitigation plans do not effectively mitigate these occurrences on a timely basis, we may experience a material disruption in our ability to manage our business operations, as well as significant costs and lost business opportunities until they are remediated. We may also be subject to legal claims or proceedings, liability under laws that protect the privacy of personal information, potential regulatory penalties and damage to our reputation. These impacts may adversely impact our business, results of operations and financial condition, as well as our competitive position.

Changes in tax laws or exposure to additional tax liabilities could have a material impact on our financial condition and results of operations

        We are subject to income taxes as well as non-income taxes in various jurisdictions throughout the world. Tax authorities may disagree with certain positions we have taken and assess additional taxes, along with interest and penalties. We regularly assess the likely outcomes of these audits in order to assess the appropriateness of our tax assets and liabilities. However, the calculation of such liabilities involves significant judgment in the interpretation of complex tax regulations in many jurisdictions. Therefore, any dispute with a taxing authority may result in a payment or outcome that is significantly different from current estimates. There can be no assurance that we will accurately predict the outcomes of these audits and the actual outcomes of these audits could have a material impact on our consolidated earnings and financial condition in the periods in which they are recognized.

        Additionally, changes in tax laws could materially impact our tax rate and the monetization of recoverable tax assets (indirect tax credits). For example, various proposals involving U.S. corporate tax reform could have a material impact on our financial condition and results of operations. The recent efforts in corporate tax transparency by the Organization of Economic Cooperation and Development ("OECD") resulting in additional mandated disclosures will likely cause additional scrutiny on the Company's tax positions and potentially increased tax liabilities.

Risks Relating to Our Common Shares

We are a Bermuda company, and it may be difficult to enforce judgments against us and our directors and executive officers.

        We are a Bermuda exempted company. As a result, the rights of holders of our common shares will be governed by Bermuda law and our memorandum of association and bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies or corporations incorporated in other jurisdictions, including the United States. Several of our directors and some of our officers are non-residents of the United States, and a substantial portion of our assets and the assets of those directors and officers are located outside the United States. As a result, it may be difficult to effect service of process on those persons in the United States or to enforce in the U.S. judgments obtained in U.S. courts against us or those persons based on civil liability provisions of the U.S. securities laws. It is doubtful whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or officers under the securities laws of those jurisdictions or entertain actions in Bermuda against us or our directors or officers under the securities laws of other jurisdictions.

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Our bye-laws restrict shareholders from bringing legal action against our officers and directors.

        Our bye-laws contain a broad waiver by our shareholders of any claim or right of action, both individually and on our behalf, against any of our officers or directors. The waiver applies to any action taken by an officer or director, or the failure of an officer or director to take any action, in the performance of his or her duties, except with respect to any matter involving any fraud or dishonesty on the part of the officer or director. This waiver limits the right of shareholders to assert claims against our officers and directors unless the act, or failure to act, involves fraud or dishonesty.

We have anti-takeover provisions in our bye-laws that may discourage a change of control.

        Our bye-laws contain provisions that could make it more difficult for a third party to acquire us without the consent of our Board of Directors. These provisions provide for:

    directors to be removed without cause at any special general meeting only upon the affirmative vote of at least 66% of all votes attaching to all shares then in issue entitling the holder to attend and vote on the resolution;

    restrictions on the time period in which directors may be nominated;

    our Board of Directors to determine the powers, preferences and rights of our preference shares and to issue the preference shares without shareholder approval; and

    an affirmative vote of at least 66% of all votes attaching to all shares then in issue entitling the holder to attend and vote on the resolution for some business combination transactions, which have not been approved by our Board of Directors.

These provisions, as well as any additional anti-takeover measures our Board of Directors could adopt in the future, could make it more difficult for a third party to acquire us, even if the third party's offer may be considered beneficial by many shareholders. As a result, shareholders may be limited in their ability to obtain a premium for their shares.

Item 1B.     Unresolved Staff Comments

        Not applicable.

Item 2.     Properties

        The following tables provide information on our principal operating facilities as of December 31, 2016.

Facilities by Business Area

(metric tons)
  Aggregate Daily
Production
Capacity
  Aggregate
Storage
Capacity
 

Business Area

             

Agribusiness

    146,236     17,354,480  

Food and Ingredients

    101,213     1,932,970  

Sugar and Bioenergy

    112,493     806,521  

Fertilizer

    16,004     995,133  

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Facilities by Geographic Region

(metric tons)
  Aggregate Daily
Production
Capacity
  Aggregate
Storage
Capacity
 

Region

             

North America

    104,972     6,666,770  

South America

    192,999     10,797,758  

Europe

    50,246     2,667,311  

Asia-Pacific

    27,729     957,265  

    Agribusiness

        In our Agribusiness segment, we have 174 commodity storage facilities globally that are located close to agricultural production areas or export locations. We also have 49 oilseed processing plants globally. We have 56 merchandising and distribution offices throughout the world.

    Food and Ingredients

        In our Food and Ingredients businesses, we have 105 refining, packaging and milling facilities throughout the world. In addition, to facilitate distribution in Brazil, we operate 20 distribution centers.

    Sugar and Bioenergy

        In our Sugar and Bioenergy segment, we have eight sugarcane mills, all of which are located in Brazil within close proximity to sugarcane production areas. We also manage land through agricultural partnership agreements for the cultivation of sugarcane as described under "Item 1. Business—Sugar and Bioenergy."

    Fertilizer

        In our Fertilizer segment, we operate four fertilizer processing and blending plants in Argentina and fertilizer ports in Brazil and Argentina.

    Other

        Our corporate headquarters in White Plains, New York, occupies approximately 66,300 square feet of space under a lease that expires in June 2025. We also own or lease other office space for our operations worldwide.

        We believe that our facilities are adequate to address our operational requirements.

Item 3.     Legal Proceedings

        We are subject to various legal proceedings and risks globally in the course of our business, including claims, suits, and government investigations involving competition, tax, labor and employment, commercial disputes and other matters. Although we cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, we make provisions for potential liabilities when we deem them probable and reasonably estimable. These provisions are based on current information and legal advice and are adjusted from time to time according to developments. We do not expect the outcome of these proceedings, net of established reserves, to have a material adverse effect on our financial condition or results of operations. Due to their inherent uncertainty, however, there can be no assurance as to the ultimate outcome of current or future litigation, proceedings, investigations or claims and it is possible that a resolution of one or more such

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proceedings could result in fines and penalties that could adversely affect our business, consolidated financial position, results of operations, or cash flows in a particular period.

        For a discussion of certain legal and tax matters relating to Argentina and Brazil, see Notes 13 and 20 to our consolidated financial statements included as part of this Annual Report on Form 10-K. Additionally, we are a party to a large number of labor and civil claims relating to our Brazilian operations. We have reserved an aggregate of $76 million and $74 million for labor and civil claims, respectively, as of December 31, 2016. The labor claims primarily relate to dismissals, severance, health and safety, salary adjustments and supplementary retirement benefits. The civil claims relate to various legal proceedings and disputes, including disputes with suppliers and customers and include approximately 93 million Brazilian reais (approximately $28 million as of December 31, 2016) related to a legacy environmental claim in Brazil.

Item 4.     Mine Safety Disclosures

        Not applicable.

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PART II

Item 5.     Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a)
Market Information

        Our common shares trade on the New York Stock Exchange under the ticker symbol "BG". The following table sets forth, for the periods indicated, the high and low closing prices of our common shares, as reported on the New York Stock Exchange.

(US$)
  High   Low  

2017

             

First quarter (to February 17, 2017)

  $ 77.78   $ 67.81  

2016

             

Fourth quarter

  $ 73.61   $ 58.64  

Third quarter

    66.21     57.76  

Second quarter

    67.77     55.62  

First quarter

    66.82     47.79  

2015

             

Fourth quarter

  $ 79.41   $ 61.81  

Third quarter

    89.86     68.94  

Second quarter

    92.85     83.16  

First quarter

    92.31     78.50  
(b)
Approximate Number of Holders of Common Stock

        To our knowledge, based on information provided by Computershare Investor Services LLC, our transfer agent, as of December 31, 2016, we had 139,500,862 common shares outstanding, which were held by approximately 81 registered holders.

(c)
Dividends

        We intend to pay cash dividends to holders of our common shares on a quarterly basis. In addition, holders of our 4.875% cumulative convertible perpetual preference shares are entitled to annual dividends per share in the amount of $4.875 per year payable quarterly, when, as and if declared by the Board of Directors in accordance with the terms of these shares. Any future determination to pay dividends will, subject to the provisions of Bermuda law, be at the discretion of our Board of Directors and will depend upon then existing conditions, including our financial condition, results of operations, contractual and other relevant legal or regulatory restrictions, capital requirements, business prospects and other factors our Board of Directors deems relevant.

        Under Bermuda law, a company's board of directors may not declare or pay dividends from time to time if there are reasonable grounds for believing that the company is, or would after the payment be, unable to pay its liabilities as they become due or that the realizable value of its assets would thereby be less than of its liabilities. Under our bye-laws, each common share is entitled to dividends if, as and when dividends are declared by our Board of Directors, subject to any preferred dividend right of the holders of any preference shares. There are no restrictions on our ability to transfer funds (other than funds denominated in Bermuda dollars) in or out of Bermuda or to pay dividends to U.S. residents who are holders of our common shares.

        We paid quarterly dividends on our common shares of $0.38 per share in the first two quarters of 2016 and $0.42 per share in the last two quarters of 2016. We paid quarterly dividends on our common shares of $0.34 per share in the first two quarters of 2015 and $0.38 per share in the last two quarters

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of 2015. We have declared a regular quarterly cash dividend of $0.42 per share payable on March 2, 2017 to shareholders of record on February 16, 2017.

(d)
Securities Authorized for Issuance Under Equity Compensation Plans

        The following table sets forth certain information, as of December 31, 2016, with respect to our equity compensation plans.

 
   
   
  (c)  
 
  (a)   (b)  
 
  Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
 
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
 

Equity compensation plans approved by shareholders (1)

    7,498,109 (2) $ 69.35 (3)   5,880,219 (4)

Equity compensation plans not approved by shareholders (5)

    12,664 (6)               (7)                    (8)

Total

    7,510,773   $ 69.35     5,880,219  

(1)
Includes our 2016 Equity Incentive Plan, 2009 Equity Incentive Plan, Equity Incentive Plan, Non-Employee Directors' Equity Incentive Plan and 2007 Non-Employee Directors' Equity Incentive Plan.

(2)
Includes non-statutory stock options outstanding as to 5,940,719 common shares, performance-based restricted stock unit awards outstanding as to 1,495,824 common shares and 4,025 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. This number also includes non-statutory stock options outstanding as to 9,100 common shares under our 2016 Equity Incentive Plan and 24,028 and 24,413 unvested restricted stock units under our 2007 Non-Employee Directors' Equity Incentive Plan and 2016 Equity Incentive Plan, respectively. 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 2016 Equity Incentive Plan, 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 2016 Equity Incentive Plan, 2009 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 2016 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 2016 Equity Incentive Plan provides that the maximum number of common shares issuable under the plan is 5,800,000, 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.

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(5)
Includes our Non-Employee Directors' Deferred Compensation Plan.

(6)
Includes rights to acquire 12,664 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.
(e)
Performance Graph

        The performance graph shown below compares the quarterly change in cumulative total shareholder return on our common shares with the Standard & Poor's (S&P) 500 Stock Index and the S&P Food Products Index from December 31, 2011 through the quarter ended December 31, 2016. The graph sets the beginning value of our common shares and the Indices at $100, and assumes that all dividends are reinvested. All Index values are weighted by the capitalization of the companies included in the Index.


Comparison of 5 Year Cumulative Total Return

GRAPHIC

(f)
Purchases of Equity Securities by Registrant and Affiliated Purchasers

        In May 2015, we established a new program for the repurchase of up to $500 million of our issued and outstanding common shares. The program has no expiration date. Bunge did not repurchase any common shares during the fourth quarter ended December 31, 2016. Bunge repurchased 3,296,230 common shares for the twelve months ended December 31, 2016 under this program for $200 million. Total repurchases under the program from its inception in May 2015 through December 31, 2016 were 4,707,440 shares for $300 million. Bunge completed the previous program of $975 million during the first quarter of 2015 with the repurchase of 2,460,600 common shares for $200 million.

        Any repurchases may be made from time to time through a variety of means, including in the open market, in privately negotiated transactions or through other means as determined by us, and in compliance with applicable legal requirements. The timing and number of any shares repurchased will depend on a variety of factors, including share price and market conditions, and the program may be suspended or discontinued at any time at our discretion.

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Item 6.     Selected Financial Data

        The following table sets forth our selected historical consolidated financial information for each of the five periods indicated. You should read this information together with "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and with the consolidated financial statements and notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

        Our consolidated financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP. The selected historical financial information as of and for the years ended December 31, 2016, 2015, 2014, 2013 and 2012 are derived from our audited consolidated financial statements and related notes. Activities of the Fertilizer segment reported in continuing operations include our port operations in Brazil, our fertilizer production operations in Argentina and our 50% equity interest in the Morocco joint venture through the date of its sale.

 
  Year Ended December 31,  
(US$ in millions)
  2016   2015   2014   2013   2012  

Consolidated Statements of Income Data:

                               

Net sales

  $ 42,679   $ 43,455   $ 57,161   $ 61,347   $ 60,991  

Cost of goods sold

    (40,269 )   (40,762 )   (54,540 )   (58,587 )   (58,418 )

Gross profit

    2,410     2,693     2,621     2,760     2,573  

Selling, general and administrative expenses

    (1,286 )   (1,435 )   (1,691 )   (1,559 )   (1,563 )

Interest income

    51     43     87     76     53  

Interest expense

    (234 )   (258 )   (347 )   (363 )   (294 )

Foreign exchange gains (losses)

    (8 )   (8 )   47     53     88  

Other income (expense)—net

    12     (18 )   17     44     (92 )

Gain on disposition of equity interests and sale of assets

    122     47         3     85  

Equity investment impairments

    (59 )                

Goodwill and intangible impairments

    (12 )   (13 )           (514 )

Gain on acquisition of controlling interest

                    36  

Income from continuing operations before income tax

    996     1,051     734     1,014     372  

Income tax (expense) benefit

    (220 )   (296 )   (249 )   (904 )   6  

Income from continuing operations

    776     755     485     110     378  

Income (loss) from discontinued operations, net of tax

    (9 )   35     32     97     (342 )

Net income

    767     790     517     207     36  

Net loss (income) attributable to noncontrolling interests

    (22 )   1     (2 )   99     28  

Net income attributable to Bunge

    745     791     515     306     64  

Convertible preference share dividends and other obligations

    (36 )   (53 )   (48 )   (76 )   (36 )

Net income available to Bunge common shareholders

  $ 709   $ 738   $ 467   $ 230   $ 28  

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  Year ended December 31,  
(US$, except outstanding share data)
  2016   2015   2014   2013   2012  

Per Share Data:

                               

Earnings per common share—basic (1)

                               

Net income (loss) from continuing operations

  $ 5.13   $ 4.90   $ 2.98   $ 0.91   $ 2.53  

Net income (loss) from discontinued operations

    (0.06 )   0.24     0.22     0.66     (2.34 )

Net income (loss) to Bunge common shareholders

  $ 5.07   $ 5.14   $ 3.20   $ 1.57   $ 0.19  

Earnings per common share—diluted (2)

                               

Net income (loss) from continuing operations

  $ 5.07   $ 4.84   $ 2.96   $ 0.90   $ 2.51  

Net income (loss) from discontinued operations

    (0.06 )   0.23     0.21     0.65     (2.32 )

Net income (loss) to Bunge common shareholders

  $ 5.01   $ 5.07   $ 3.17   $ 1.55   $ 0.19  

Cash dividends declared per common share

  $ 1.64   $ 1.48   $ 1.32   $ 1.17   $ 1.06  

Weighted-average common shares outstanding—basic

    139,845,124     143,671,546     146,209,508     147,204,082     146,000,541  

Weighted-average common shares outstanding—diluted (2)

    148,226,475     152,238,967     147,230,778     148,257,309     147,135,486  

 

 
  Year Ended December 31,  
(US$ in millions)
  2016   2015   2014   2013   2012  

Consolidated Cash Flow Data:

                               

Cash provided by (used for) operating activities

  $ 1,904   $ 610   $ 1,399   $ 2,225   $ (457 )

Cash provided by (used for) investing activities

    (926 )   (802 )   (685 )   (429 )   (967 )

Cash provided by (used for) financing activities

    (488 )   360     (1,058 )   (1,565 )   1,206  

 

 
  December 31,  
(US$ in millions)
  2016   2015   2014   2013   2012  

Consolidated Balance Sheet Data:

                               

Cash and cash equivalents

  $ 934   $ 411   $ 362   $ 742   $ 569  

Inventories (3)

    4,773     4,466     5,554     5,796     6,590  

Working capital (4)

    3,408     3,576     4,377     5,237     5,703  

Total assets

    19,188     17,914     21,425     26,771     27,266  

Short-term debt, including current portion of long-term debt

    1,195     1,517     1,002     1,465     2,317  

Long-term debt

    3,069     2,926     2,848     3,169     3,518  

Convertible perpetual preference shares (2)

    690     690     690     690     690  

Common shares and additional paid-in-capital

    5,144     5,106     5,054     4,968     4,910  

Total equity

  $ 7,343   $ 6,652   $ 8,690   $ 10,088   $ 11,255  

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  Year ended December 31,  
(in millions of metric tons)
  2016   2015   2014   2013   2012  

Other Data:

                               

Volumes:

                               

Agribusiness

    134.6     134.1     138.7     137.4     132.8  

Edible Oil Products

    7.0     6.8     6.9     7.0     6.7  

Milling Products

    4.5     4.2     4.5     4.0     4.3  

Total Food and Ingredients

    11.5     11.0     11.4     11.0     11.0  

Sugar and Bioenergy

    8.8     10.4     9.7     10.3     8.6  

Fertilizer

    1.3     1.0     1.1     1.0     1.0  

(1)
Earnings per common share-basic is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period.

(2)
Bunge has 6,900,000 4.875% cumulative convertible perpetual preference shares outstanding. Each cumulative convertible preference share has an initial liquidation preference of $100 per share plus accumulated and unpaid dividends up to a maximum of an additional $25 per share. As a result of adjustments made to the initial conversion price because cash dividends paid on Bunge Limited's common shares exceeded certain specified thresholds, each cumulative convertible preference share is convertible, at the holder's option, at any time, into approximately 1.1507 Bunge Limited common shares (7,939,830 Bunge Limited common shares), subject to certain additional anti-dilution adjustments.

(3)
Included in inventories were readily marketable inventories of $3,855 million, $3,666 million, $4,409 million, $4,600 million, $5,306 million at December 31, 2016, 2015, 2014, 2013 and 2012, respectively. Readily marketable inventories are agricultural commodity inventories, such as soybeans, soybean meal, soybean oil, corn and wheat that are readily convertible to cash because of their commodity characteristics, widely available markets and international pricing mechanisms. Working capital is calculated as current assets less current liabilities.

Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations

         The following should be read in conjunction with "Cautionary Statement Regarding Forward Looking Statements" and our combined consolidated financial statements and notes thereto included in Item 15 of this Annual Report on Form 10-K.

Non-U.S. GAAP Financial Measures

        Total segment earnings before interest and taxes ("EBIT") is an operating performance measure used by Bunge's management to evaluate segment operating activities. Bunge's management believes total segment EBIT is a useful measure of operating profitability, since the measure allows for an evaluation of the performance of its segments without regard to its financing methods or capital structure. In addition, EBIT is a financial measure that is widely used by analysts and investors in Bunge's industries. Total Segment EBIT is a non-U.S. GAAP financial measure and is not intended to replace net income attributable to Bunge, the most directly comparable U.S. GAAP financial measure.

Operating Results

Factors Affecting Operating Results

        Bunge Limited, a Bermuda company, together with its subsidiaries, is a leading global agribusiness and food company operating in the farm-to-consumer food chain. The commodity nature of the Company's principal products, as well as regional and global supply and demand variations that occur as an inherent part of the business make volumes an important operating measure. Accordingly,

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information is included in " Segment Results " that summarizes certain items in our consolidated statements of income and volumes by reportable segment. The common unit of measure for all reported volumes is metric tons. A description of reported volumes for each reportable segment has also been included in the discussion of key factors affecting results of operations in each of our business segments as discussed below.

    Agribusiness

        In the Agribusiness segment, we purchase, store, transport, process and sell agricultural commodities and commodity products. Profitability in this segment is affected by the availability and market prices of agricultural commodities and processed commodity products and the availability and costs of energy, transportation and logistics services. Profitability in our oilseed processing operations is also impacted by volumes procured, processed and sold and by capacity utilization rates. Availability of agricultural commodities is affected by many factors, including weather, farmer planting and selling decisions, plant diseases, governmental policies and agricultural sector economic conditions. Reported volumes in this segment primarily reflect (i) grains and oilseeds originated from farmers, cooperatives or other aggregators and from which "origination margins" are earned; (ii) oilseeds processed in our oilseed processing facilities and from which "crushing margins" are earned—representing the margin from the industrial separation of the oilseed into its protein meal and vegetable oil components, both of which are separate commodity products; and (iii) third party sales of grains, oilseeds and related commodity products merchandised through our distribution businesses and from which "distribution margins" are earned. The foregoing sub-segment volumes may overlap as they produce separate margin capture opportunities. For example, oilseeds procured in our South American grain origination activities may be processed in our oilseed processing facilities in Asia-Pacific and will be reflected at both points within the segment. As such, these reported volumes do not represent solely volumes of net sales to third-parties, but rather where margin is earned, appropriately reflecting their contribution to our global network's capacity utilization and profitability.

        Demand for our purchased and processed agribusiness products is affected by many factors, including global and regional economic conditions, changes in per capita incomes, the financial condition of customers and customer access to credit, worldwide consumption of food products, particularly pork and poultry, population growth rates, relative prices of substitute agricultural products, outbreaks of disease associated with livestock and poultry, and demand for renewable fuels produced from agricultural commodities and commodity products.

        We expect that the factors described above will continue to affect global supply and demand for our agribusiness products for the foreseeable future. We also expect that, from time to time, imbalances will likely exist between oilseed processing capacity and demand for oilseed products in certain regions, which impacts our decisions regarding whether, when and where to purchase, store, transport, process or sell these commodities, including whether to change the location of or adjust our own oilseed processing capacity.

        Additionally, price fluctuations and availability of commodities may cause fluctuations in our working capital, such as inventories, accounts receivable and borrowings over the course of a given year. For example, increased availability of commodities at harvest times often causes fluctuations in our inventories and borrowings. Increases in agricultural commodity prices will also generally cause our cash flow requirements to increase as our operations require increased use of cash to acquire inventories and fund daily settlement requirements on exchange traded futures that we use to hedge our physical inventories.

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    Food and Ingredients

        In the Food and Ingredients business, which consists of our Edible Oil Products and Milling Products segments, our operating results are affected by changes in the prices of raw materials, such as crude vegetable oils and grains, the mix of products that we sell, changes in consumer eating habits, changes in per capita incomes, consumer purchasing power levels, availability of credit to customers, governmental dietary guidelines and policies, changes in regional economic conditions and the general competitive environment in our markets. Raw material inputs to our production processes in the Edible Oil Products and Milling Products segments are largely sourced at market prices from our Agribusiness segment. Reported volumes in these segments reflect third-party sales of our finished products and, as such, include the sales of products derived from raw materials sourced from the Agribusiness segment as well as from third-parties. The unit of measure for these volumes is metric tons as these businesses are linked to the commodity raw materials, which are their primary inputs.

    Sugar and Bioenergy

        The Sugar and Bioenergy segment is an integrated business which primarily includes the procurement and growing of sugarcane and the production of sugar, ethanol and electricity in our eight mills in Brazil, global sugar trading and merchandising activities and investment interests in affiliates.

        Profitability in this segment is affected by the availability and quality of sugarcane, which impacts our capacity utilization rates and the amount of sugar that can be extracted from the sugarcane, and by market prices of sugarcane, sugar and ethanol. Availability and quality of sugarcane is affected by many factors, including weather, geographical factors such as soil quality and topography, and agricultural practices. Once planted, sugarcane may be harvested for several continuous years, but the yield decreases with each subsequent harvest. As a result, the current optimum economic cycle is generally five or six consecutive harvests, depending on location. We own and/or have partnership agreements to manage farmland on which we grow and harvest sugarcane. We also purchase sugarcane from third parties. Prices of sugarcane in Brazil are established by Consecana, the São Paulo state sugarcane, sugar and ethanol council, and are based on the sucrose content of the cane and the market prices of sugar and ethanol. Demand for our products is affected by such factors as changes in global or regional economic conditions, the financial condition of customers and customer access to credit, worldwide consumption of food products, population growth rates, changes in per capita incomes and demand for and governmental support of renewable fuels produced from agricultural commodities, including sugarcane. We expect that these factors will continue to affect supply and demand for our sugar and bioenergy products in the foreseeable future. Reported volumes in this segment reflect third-party sales of sugar and ethanol.

    Fertilizer

        In the Fertilizer segment, demand for our products is affected by the profitability of the agricultural sectors we serve, the availability of credit to farmers, agricultural commodity prices, the types of crops planted, the number of acres planted, the quality of the land under cultivation and weather-related issues affecting the success of the harvests. Our profitability is impacted by international selling prices for fertilizers and fertilizer raw materials, such as phosphate, sulfur, ammonia and urea, ocean freight rates and other import costs, as well as import volumes at the port facilities we manage. As our operations are in South America, primarily Argentina, our results in this segment are typically seasonal, with fertilizer sales normally concentrated in the third and fourth quarters of the year due to the timing of the South American agricultural cycle. Reported volumes in this segment reflect third-party sales of our finished products.

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        In addition to these industry related factors which impact our business areas, our results of operations in all business areas and segments are affected by the following factors:

    Foreign Currency Exchange Rates

        Due to the global nature of our operations, our operating results can be materially impacted by foreign currency exchange rates. Both translation of our foreign subsidiaries' financial statements and foreign currency transactions can affect our results. On a monthly basis, for subsidiaries whose functional currency is their local currency, subsidiary statements of income and cash flows must be translated into U.S. dollars for consolidation purposes based on weighted-average exchange rates in each monthly period. As a result, fluctuations of local currencies compared to the U.S. dollar during each monthly period impact our consolidated statements of income and cash flows for each reported period (quarter and year-to-date) and also affect comparisons between those reported periods. Subsidiary balance sheets are translated using exchange rates as of the balance sheet date with the resulting translation adjustments reported in our consolidated balance sheets as a component of other comprehensive income (loss). Included in accumulated other comprehensive income for the years ended December 31, 2016, 2015, and 2014 were foreign exchange net translation gains (losses) of $709 million, $(2,546) million, and $(1,411) million, respectively, resulting from the translation of our foreign subsidiaries' assets and liabilities.

        Additionally, we record transaction gains or losses on monetary assets and liabilities that are not denominated in the functional currency of the entity. These amounts are remeasured into their respective functional currencies at exchange rates as of the balance sheet date, with the resulting gains or losses included in the entity's statement of income and, therefore, in our consolidated statements of income as foreign exchange gains (losses).

        We primarily use a combination of equity and intercompany loans to finance our subsidiaries. Intercompany loans that are of a long-term investment nature with no intention of repayment in the foreseeable future are considered permanently invested and as such are treated as analogous to equity for accounting purposes. As a result, any foreign exchange translation gains or losses on such permanently invested intercompany loans are reported in accumulated other comprehensive income (loss) in our consolidated balance sheets. In contrast, foreign exchange translation gains or losses on intercompany loans that are not of a permanent nature are recorded in our consolidated statements of income as foreign exchange gains (losses).

    Income Taxes

        As a Bermuda exempted company, we are not subject to income taxes on income in our jurisdiction of incorporation. However, our subsidiaries, which operate in multiple tax jurisdictions, are subject to income taxes at various statutory rates ranging from 0% to 39%. The jurisdictions that significantly impact our effective tax rate are Brazil, the United States, Argentina and Bermuda. Determination of taxable income requires the interpretation of related and often complex tax laws and regulations in each jurisdiction where we operate and the use of estimates and assumptions regarding future events.

Results of Operations

    2016 Overview

        Net income attributable to Bunge for 2016 decreased by $46 million to $745 million compared to $791 million for 2015. This decrease in net income was driven by a decline in Total Segment EBIT of $105 million, as discussed below, and lower results in discontinued operations of $44 million is primarily due to the impact of cumulative translation adjustments, partially offset by lower income tax expense of $76 million and lower net interest costs of $32 million. Income tax expense in 2016 included

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net tax benefits of $34 million that resulted primarily from refund claims in North America and the release of deferred income tax valuation allowances in Brazil, partially offset by unrecognized tax benefits in Asia-Pacific. Interest expense in 2016 included a $26 million reversal of interest recorded in previous years.

        Total segment EBIT of $1,143 million in 2016 decreased from $1,248 million in 2015. EBIT for 2016 included $120 million of gains on the disposition of equity interests of port and transshipment operations in Brazil and oilseed crush operations in Vietnam and a $14 million gain related to a wheat export tax contingency settlement in Brazil. In addition, 2016 EBIT included impairment charges of $44 million and $15 million of equity investments in Brazil and Asia-Pacific, respectively, impairment charges of $12 million of intangible assets, $9 million of asset impairment charges in our fertilizer operations in Argentina, an $8 million provision for long-term receivables in Brazil and $3 million of restructuring charges in our industrial sugar operations in Brazil. EBIT for 2015 includes a $47 million gain on the sale of certain grain assets in Canada to G3 Canada Limited (formerly the Canadian Wheat Board) and a $30 million reversal of an export tax contingency in Argentina. In addition 2015 EBIT includes a $13 million goodwill impairment charge in our Brazilian tomato products business, impairment charges in our equity method investment in a freight shipping company of $14 million and a $15 million impairment charge as a result of the announced closure of a packaged oil plant in the United States, as well as a $9 million charge for administrative tax assessment fees related to export activities in our Argentine subsidiary.

        Agribusiness segment EBIT of $875 million for 2016 was $233 million lower compared to $1,108 million in 2015. The primary drivers of this decrease included weaker crush margins in our soy processing operations and lower grain origination results in Brazil due to weaker farmer selling compared to a strong performance in 2015. In addition, our risk management activities contributed to a lesser extent to our results in 2016 as compared to 2015. Foreign exchange results were losses of $7 million in 2016 as compared to gains of $67 million in 2015. The decrease in EBIT in 2016 was partly offset by a reduction of SG&A expenses and improved results in certain of our non-consolidated equity investments in Brazil and Asia.

        Edible Oil Products segment EBIT was $112 million in 2016 compared to $59 million in 2015. Gross profit increased $35 million driven by higher volumes and stronger margins. In Brazil, results improved due to higher market share for packaged oils products, in Canada demand for refined oil showed strong growth, and in India, both volumes and margins improved. Gross profit was adversely impacted by weaker results in our margarines business in Europe. SG&A expense was lower in the year ended December 31, 2016 compared to the same period a year ago, driven by cost-cutting and efficiency initiatives. In 2015, results included impairment charges related to goodwill in our Brazil tomato products business and the closure of an oil packaging facility in the United States.

        Milling Products segment EBIT increased by $28 million to $131 million in 2016 from $103 million in 2015, primarily driven by higher volumes and margins in Brazil and the contribution to results by Moinho Pacifico, a wheat mill in Brazil, which we acquired in the fourth quarter of 2015. Gross profit in Mexico was lower resulting from reduced volumes. In 2016, we recovered $14 million of wheat import taxes in Brazil that we have paid in prior years.

        Sugar and Bioenergy segment EBIT in 2016 was a loss of $4 million compared to a loss of $27 million in 2015. The improved results were primarily driven by higher sugar and Brazilian ethanol prices, operational improvements in our industrial operations and foreign exchange gains, partly offset by lower volumes and increased local currency costs in Brazil driven by inflation. In 2016, we recorded $44 million of impairment charges in our equity method investment for the development and production of value added oils and feed ingredients in Brazil, $8 million to provision for certain long-term receivables in Brazil and $3 million for restructuring charges in our sugar milling business.

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        Fertilizer segment EBIT increased to $29 million in 2016 compared to $5 million in 2015. In 2016 gross profit increased as a result of higher volumes and margins in Argentina, as demand from farmers increased due to larger crop areas. In addition, in 2016 we recorded the reversal of a natural gas tariff contingency from prior years totaling $11 million. Results in 2015 were impacted due to a strike in one of our plants.

    Segment Results

        Bunge has five reportable segments—Agribusiness, Edible Oil Products, Milling Products, Sugar and Bioenergy and Fertilizer—which are organized based upon similar economic characteristics and are similar in nature of products and services offered, the nature of production processes, the type and class of customer and distribution methods. The Agribusiness segment is characterized by both inputs and outputs being agricultural commodities and thus high volume and low margin. The Edible Oil Products segment involves the manufacturing and marketing of products derived from vegetable oils. The Milling Products segment involves the manufacturing and marketing of products derived primarily from wheat and corn. The Sugar and Bioenergy segment involves sugarcane growing and milling in Brazil, sugar and ethanol trading and merchandising in various countries, as well as sugarcane-based ethanol production and corn-based ethanol investments and related activities. The Fertilizer segment includes the activities of our port operations in Brazil and Argentina and blending and distribution operations in Argentina.

        A summary of certain items in our consolidated statements of income and volumes by reportable segment for the periods indicated is set forth below.

 
  Year Ended December 31,  
(US$ in millions)
  2016   2015   2014  

Volume (in thousands of metric tons):

                   

Agribusiness

    134,605     134,136     138,690  

Edible Oil Products

    6,989     6,831     6,845  

Milling Products

    4,498     4,199     4,514  

Sugar and Bioenergy

    8,847     10,440     9,678  

Fertilizer

    1,272     979     1,090  

Net sales:

                   

Agribusiness

  $ 30,061   $ 31,267   $ 42,109  

Edible Oil Products

    6,859     6,698     7,972  

Milling Products

    1,647     1,609     2,064  

Sugar and Bioenergy

    3,709     3,495     4,542  

Fertilizer

    403     386     474  

Total

  $ 42,679   $ 43,455   $ 57,161  

Cost of goods sold:

                   

Agribusiness

  $ (28,571 ) $ (29,409 ) $ (40,367 )

Edible Oil Products

    (6,420 )   (6,294 )   (7,424 )

Milling Products

    (1,378 )   (1,372 )   (1,753 )

Sugar and Bioenergy

    (3,550 )   (3,331 )   (4,583 )

Fertilizer

    (350 )   (356 )   (413 )

Total

  $ (40,269 ) $ (40,762 ) $ (54,540 )

Gross profit (loss):

                   

Agribusiness

  $ 1,490   $ 1,858   $ 1,742  

Edible Oil Products

    439     404     548  

Milling Products

    269     237     311  

Sugar and Bioenergy

    159     164     (41 )

Fertilizer

    53     30     61  

Total

  $ 2,410   $ 2,693   $ 2,621  

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  Year Ended December 31,  
(US$ in millions)
  2016   2015   2014  

Selling, general & administrative expenses:

                   

Agribusiness

  $ (706 ) $ (851 ) $ (875 )

Edible Oil Products

    (320 )   (328 )   (482 )

Milling Products

    (127 )   (123 )   (168 )

Sugar and Bioenergy

    (112 )   (109 )   (156 )

Fertilizer

    (21 )   (24 )   (10 )

Total

  $ (1,286 ) $ (1,435 ) $ (1,691 )

Foreign exchange gain (loss):

                   

Agribusiness

  $ (7 ) $ 67   $ 39  

Edible Oil Products

    (1 )       (4 )

Milling Products

    (7 )   (8 )   (8 )

Sugar and Bioenergy

    9     (68 )   19  

Fertilizer

    (2 )   1     1  

Total

  $ (8 ) $ (8 ) $ 47  

Noncontrolling interests:

                   

Agribusiness

  $ (21 ) $ (9 ) $ (23 )

Edible Oil Products

    (13 )   (8 )   (9 )

Milling Products

             

Sugar and Bioenergy

            (1 )

Fertilizer

    (2 )   (1 )   (5 )

Total

  $ (36 ) $ (18 ) $ (38 )

Other income (expense):

                   

Agribusiness

  $ 24   $ (3 ) $ 8  

Edible Oil Products

    7     4     5  

Milling Products

    (4 )   (3 )   (4 )

Sugar and Bioenergy

    (16 )   (15 )   10  

Fertilizer

    1     (1 )   (2 )

Total

  $ 12   $ (18 ) $ 17  

Gain on disposition of equity interests and sale of assets—Agribusiness

  $ 122   $ 47   $  

Equity investment impairment—Agribusiness

  $ (15 ) $   $  

Intangible asset impairment—Agribusiness

  $ (12 ) $   $  

Goodwill impairment—Edible Oil Products

  $   $ (13 ) $  

Equity investment impairment—Sugar and Bioenergy

  $ (44 ) $   $  

Segment EBIT (1)

                   

Agribusiness

  $ 875   $ 1,108   $ 890  

Edible Oil Products

    112     59     58  

Milling Products

    131     103     131  

Sugar and Bioenergy

    (4 )   (27 )   (168 )

Fertilizer

    29     5     45  

Total

  $ 1,143   $ 1,248   $ 956  

Depreciation, depletion and amortization:

                   

Agribusiness

  $ (236 ) $ (234 ) $ (240 )

Edible Oil Products

    (94 )   (90 )   (96 )

Milling Products

    (62 )   (46 )   (47 )

Sugar and Bioenergy

    (143 )   (160 )   (208 )

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  Year Ended December 31,  
(US$ in millions)
  2016   2015   2014  

Fertilizer

    (12 )   (15 )   (16 )

Total

  $ (547 ) $ (545 ) $ (607 )

Net income attributable to Bunge

  $ 745   $ 791   $ 515  

(1)
We refer to our earnings before interest and taxes as "Segment EBIT". Total Segment EBIT is an operating performance measure used by Bunge's management to evaluate its segments' operating activities. Total segment EBIT is a non-U.S. GAAP financial measure and is not intended to replace net income attributable to Bunge, the most directly comparable U.S. GAAP financial measure. Bunge's management believes segment EBIT is a useful measure of its segments' operating profitability, since the measure allows for an evaluation of the performance of its segments without regard to its financing methods or capital structure. In addition, EBIT is a financial measure that is widely used by analysts and investors in Bunge's industries. Total segment EBIT is not a measure of consolidated operating results under U.S. GAAP and should not be considered as an alternative to net income attributable to Bunge or any other measure of consolidated operating results under U.S. GAAP.

        A reconciliation of net income attributable to Bunge to Total segment EBIT follows:

 
  Year Ended
December 31,
 
(US$ in millions)
  2016   2015   2014  

Net income attributable to Bunge

  $ 745   $ 791   $ 515  

Interest income

    (51 )   (43 )   (87 )

Interest expense

    234     258     347  

Income tax expense

    220     296     249  

(Income) loss from discontinued operations

    9     (35 )   (32 )

Noncontrolling interests' share of interest and tax

    (14 )   (19 )   (36 )

Total segment EBIT

  $ 1,143   $ 1,248   $ 956  

    2016 Compared to 2015

        Net Income Attributable to Bunge —For the year ended December 31, 2016, net income attributable to Bunge of $745 million represents a decrease of $46 million from $791 million in 2015. This decline resulted primarily from a decrease in Total Segment EBIT of $105 million and reduced income from discontinued operations of $44 million, partially offset by lower income tax expenses of $76 million, lower net interest expense of $24 million and higher interest income of $8 million. Agribusiness Segment EBIT decreased by $233 million primarily due to lower gross profit driven by weaker results in our oilseed processing and grain origination businesses, trading and distribution activities and risk management contributions that were lower than the same period last year, partially offset by lower industrial and SG&A expenses. Results in 2016 benefitted from $120 million of gains on the disposition of equity interests of port and transshipment operations in Brazil and an oilseed crush facility in Vietnam and 2015 results included a $47 million gain on the sale of grain assets in Canada. The Agribusiness Segment EBIT decline was partially offset by an increase in EBIT across all other segments. Edible Oil Products Segment EBIT improved $53 million primarily due to improved results in Brazil and lower SG&A expense. Milling Products Segment EBIT improved $28 million primarily driven by increased gross profit in Brazil from stronger demand for flour in the food service industry, the contribution to results from a wheat mill acquired in the fourth quarter of 2015 and a recovery of $14 million in Brazilian wheat import taxes paid in prior years. Sugar and Bioenergy Segment EBIT improved $23 million primarily due to foreign exchange gains, partly offset by restructuring and

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impairment charges. Fertilizer Segment EBIT improved $24 million primarily due to increased gross profit because of higher fertilizer sales in Argentina driven by higher fertilizer usage by farmers and the reversal of a gas tariff contingency from prior years totaling $11 million. Income tax expense decreased $76 million due to the effect of reduced taxable income and a lower effective tax rate in 2016 primarily due to geographical earnings mix and the net positive impact of certain income tax benefits and charges. Interest expense included the $26 million reversal of interest recorded in previous years in Brazil and Argentina. Discontinued operations results declined $44 million primarily driven by the translation impact of a stronger Brazilian real relative to the U.S. dollar in 2016.

        Income Tax Expense —In the year ended December 31, 2016, income tax expense was $220 million compared to $296 million in 2015. The effective tax rate in 2016 was 22% compared to 28% in 2015. The lower effective tax rate in 2016 was primarily due to the favorable impact of refund claims in North America and Europe, along with favorable geographical earnings mix.

        Agribusiness Segment —Agribusiness segment net sales decreased 4% to $30.1 billion in 2016 compared to $31.3 billion in 2015, with volumes being essentially flat. Volumes were lower in Brazil driven by reduced farmer selling and a reduced corn crop due to drought. In Asia, volumes were lower in our oilseed processing businesses driven by weaker margins and in our trading and distribution businesses. These decreases were partially offset by higher volumes in grain origination in North America and Europe, which benefitted from larger crops and in Argentina as a result of normalized commercialization following the elimination on grain export taxes and the devaluation of the Argentine peso in December 2015.

        Cost of goods sold decreased by 3% to $28.6 billion in 2016, compared with $29.4 billion last year in line with the reductions in net sales noted above. In addition, lower industrial costs due to the relative weakening of most currencies to the U.S. dollar and certain insurance recovery benefits contributed to lower cost of goods sold in the year ended December 31, 2016 when compared to the same period last year.

        Gross profit decreased 20% to $1,490 million, from $1,858 million in 2015, primarily driven by lower results in oilseed processing and grain origination and to a lesser extent in our trading and distribution businesses. In oilseeds, soy processing results in the United States, Brazil and Europe declined from a strong performance in 2015 due to lower crush margins. In grain origination, gross profit in Brazil significantly declined from strong performances in the same period last year, primarily due to slower farmer selling and lower margins. In trading and distribution, results declined primarily due to lower contribution from our risk management activities.

        SG&A expenses were $706 million in 2016 compared to $851 million in 2015. This reduction was primarily driven by a reduction in headcount, cost-cutting initiatives, lower bad debt expenses and the result of the conversion of local currency costs into U.S. dollars as a result of the weakening of most global currencies relative to the U.S. dollar, with exception of the Brazilian real , which appreciated in 2016.

        Foreign exchange results in 2016 were a loss of $7 million, compared to gains of $67 million in 2015. These results were related primarily to results on certain currency hedges and the movements in the Brazilian real and Argentine peso .

        Gains on the disposition of grain and oilseed assets were $120 million in 2016. The disposition of a 50% ownership interest in our Terfron port and transshipment terminal in Brazil to Amaggi Exportaçao E Importaçao Ltda. ("Amaggi") resulted in a $92 million gain and $2 million related losses recorded in foreign exchange results. Additionally, the disposition of a 45% interest in our Vietnam crush operations to Wilmar International Limited ("Wilmar") resulted in a gain of $30 million. In 2015, a gain of $47 million was recorded on the sale of Canadian grain assets to G3 Canada Limited (formerly the Canadian Wheat Board).

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        Other income (expense)-net was income of $24 million and expense of $3 million for 2016 and 2015, respectively. The improvement in other income (expense)-net was primarily due to improvements in the results of certain non-consolidated equity investments; mostly in our logistics joint ventures in Brazil and in PT Bumiraya Investindo ("BRI"), our palm oil plantation joint venture in Indonesia.

        Impairment and restructuring charges of $27 million in 2016 included an impairment charge of $15 million for BRI and $12 million for intangible assets related to aquaculture and other related patents.

        Noncontrolling interests represent (income) loss attributed to the noncontrolling interest holders in joint venture operations that are consolidated in our financial statements. Noncontrolling interests generated income of $21 million in 2016 compared to income of $9 million in 2015. The increased 2016 income was primarily driven by our oilseed processing activities in Asia-Pacific and Europe partially offset by the deconsolidation of a Brazilian grain terminal, which reported income in 2015.

        Segment EBIT decreased to $875 million in 2016 from $1,108 million in 2015, primarily driven by lower gross profit due to weaker crush margins that drove reduced soy processing results in the United States, Brazil and Spain, weaker softseed processing results in Europe, lower grain origination results in Brazil due to weaker farmer selling compared to a strong performance in 2015, and lower contributions from risk management. Foreign exchange results reduced Segment EBIT by $74 million. The decrease was partially offset by $120 million pre-tax gains on the disposition of equity interests in Brazil and Vietnam and lower SG&A expenses. In 2015, we recorded a pre-tax gain of $47 million on the sale of certain grain assets in Canada.

        Edible Oil Products Segment —Edible oil products segment net sales were $6.9 billion in 2016 compared to $6.7 billion in 2015. These higher sales are primarily due to a volume increase of 2% resulting from a higher market share of packaged oil products in Brazil, refined oils in Canada and the additional net sales derived from our acquisition of a 62.8% equity stake in Walter Rau Neusser in Germany.

        Cost of goods sold increased 2% to $6.4 billion in 2016 from $6.3 billion in 2015. The higher costs were in line with the increase in net sales, as noted above. In 2015, cost of goods sold was negatively impacted by a $15 million impairment charge related to the closure of an edible oils packaging facility in the United States.

        Gross profit increased 9% to $439 million in 2016 from $404 million in 2015. The increase was primarily driven by higher market share for packaged oils products in Brazil, stronger demand for refined oil in Canada and improved volumes and margins in India, partially offset by weaker margins in our margarines business in Europe. In addition, gross profit for 2015 was reduced by the $15 million impairment charge noted above.

        SG&A expenses decreased to $320 million in 2016 from $328 million in 2015, primarily as a result of lower marketing expenses, savings from cost-cutting initiatives and the weakening of most currencies relative to the U.S. dollar, partly offset by the appreciation of the Brazilian real in 2016.

        Goodwill and intangible impairments of $13 million in 2015 represent the full impairment of goodwill in our Brazilian tomato products business.

        Segment EBIT increased by $53 million to $112 million in 2016, compared to $59 million in 2015. Gross profit improved due to increased market share in Brazil packaged oils, improved results in refined oil in Canada and India, and lower SG&A expenses. Additionally, 2015 included impairment charges related to the goodwill of the Brazil tomato products business and the closure of an edible oils packaging facility in the United States.

        Milling Products Segment —Milling products segment net sales increased by 2% to $1,647 million in 2016 from $1,609 million in 2015, primarily from an 8% increase in volumes primarily as a result of our

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acquisition of the Moinho Pacifico wheat mill in Brazil, which occurred in the fourth quarter of 2015. In addition, sales increased in our rice and corn milling businesses in the United States, partially offset by volume decreases in Mexico. The net volume increase was mostly offset by the weakening of the Mexican peso by 18% against the U.S. dollar and lower selling prices of flour due to lower commodity prices in wheat, our primary raw material.

        Cost of goods sold increased slightly to $1,378 million in 2016 from $1,372 million in 2015, primarily driven by volume increase, partially offset by lower commodity prices in wheat, and net foreign exchange effects on local currency industrial costs, lower energy prices in the United States and a recovery of $14 million in Brazilian wheat import taxes paid in prior years.

        Gross profit improved by $32 million to $269 million in 2016 from $237 million in 2015, primarily from higher volumes and improved unit margins in wheat milling products in Brazil, the incremental gross profit from the acquisition of the Moinho Pacifico wheat mill in Brazil, which occurred in the fourth quarter of 2015 and the recovery of $14 million in Brazilian import taxes paid in prior years. These increases were partially offset by lower gross profit in Mexico as volumes were lower in 2016 compared to 2015.

        SG&A expenses increased to $127 million in 2016 from $123 million in 2015, mainly due to SG&A expenses related to the Moinho Pacifico wheat mill in Brazil, which we acquired in the fourth quarter of 2015. This increase was partially offset by the net translation benefit of the stronger Brazilian real and weaker Mexican peso on the translation of local currency expenses to U.S. dollars as well as benefits from our performance improvement initiatives to contain costs.

        Segment EBIT increased to $131 million in 2016 from $103 million in 2015, primarily as a result of higher gross profit in Brazil due to higher volumes and improved margins, results from the Moinho Pacifico wheat mill, acquired in the fourth quarter of 2015 and a recovery of $14 million in Brazilian wheat import taxes paid in prior years.

        Sugar and Bioenergy Segment —Sugar and Bioenergy segment net sales increased 6% to $3.7 billion in 2016 compared to $3.5 billion in 2015, as a result of higher average market prices of raw sugar and ethanol of 39% and 24%, respectively. The impact on sales of these price increases was partially offset by a decrease in volumes in our industrial operations due to the adverse weather in Brazil that reduced crushing volume and in our global trading and merchandising activities, where higher global sugar prices reduced demand. In addition, sales in our industrial operations in Brazil were lower driven by our commercial decision to carry less inventories into 2016 than we did in the previous year.

        Cost of goods sold increased 7% to $3.6 billion in 2016 compared to $3.3 billion in 2015, in line with the sales increase noted above, primarily due to the increase in sugar and ethanol prices, partially offset by a decline in volumes.

        Gross profit was $159 million in 2016 compared to $164 million in 2015. In 2016, higher sugar and ethanol prices in Brazil were partly offset by lower volumes, which drove per unit increases in sugar and ethanol industrial cost. Gross profit in 2015 benefitted from the classification of currency hedge losses reported separately in foreign exchange gains and losses.

        SG&A expenses were $112 million in 2016, 3% higher compared to $109 million in 2015, driven by increases in local currency costs in Brazil due to higher inflation, partially offset by lower personnel costs from cost-cutting initiative. In addition the appreciation of the Brazilian real , relative to the U.S. dollar resulted in higher expense when converted into U.S. dollar.

        Foreign exchange results in 2016 were gains of $9 million, compared to losses of $68 million in 2015. These results were related primarily to results on certain currency hedges.

        Equity investment impairment charges of $44 million in 2016 included an impairment charge of our equity investment in Solazyme Bunge Renewable Oils ("SB Oils"), our joint venture that operates a commercial-scale algae oils facility adjacent to our Moema sugarcane mill in Brazil.

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        Segment EBIT improved by $23 million to a loss of $4 million in 2016, compared to a loss of $27 million in 2015 primarily due to improved results in our industrial operations and foreign exchange gains on certain currency hedges partially offset by impairment of $44 million in SB Oils.

        Fertilizer Segment —Fertilizer segment net sales increased 4% to $403 million in 2016 compared to $386 million in 2015, primarily due to an increase of 30% in volumes from higher nitrogen and phosphate fertilizer usage in Argentina as a result of expanded corn and wheat planting areas. The impact of higher sales was substantially offset by a decrease in global nitrogen, phosphate and single superphosphate prices. In 2015 volumes were impacted by a strike in one of our plants.

        Cost of goods sold was $350 million in 2016, compared to $356 million in 2015 driven by lower industrial costs and lower costs from nitrogen, as we were required to import higher cost nitrogen last year due to the 2015 strike. This was partially offset by an increase in volumes in 2016. In addition, in 2016 we recorded a reversal of a natural gas tariff reserve of $11 million due to a recent Argentine Supreme Court decision finding the tariff invalid. We also recorded a $9 million impairment charge in 2016 on long lived assets related to a fertilizer production line in one of our plants in Argentina.

        Gross profit increased to $53 million in 2016 from $30 million in 2015. The increase was primarily driven by improved gross profit in Argentina resulting from the increased usage of fertilizers by the Argentine farmer from planting a larger crop area, improved fertilizer unit margins and lower product costs. Gross profit in 2015 was impacted by a strike in one of our plants.

        Segment EBIT improved by $24 million to $29 million in 2016 compared to $5 million in 2015, primarily due to improved gross profit driven by higher volumes and margins in Argentina.

        Interest —A summary of consolidated interest income and expense for the periods indicated follows:

 
  Year Ended December 31,  
(US$ in millions)
  2016   2015  

Interest income

  $ 51   $ 43  

Interest expense

    (234 )   (258 )

        Interest income increased by $8 million to $51 million in 2016 compared to $43 million in 2015, primarily due to higher average cash and cash equivalent balances held in certain Brazilian operating entities. Interest expense decreased $24 million to $234 million in 2016 from $258 million in 2015, primarily due to the reversal of previously recorded interest expense of $16 million for certain ICMS tax credits in Brazil that were recorded in 2014 and $10 million related to unpaid tariffs for natural gas in Argentina, which were found invalid by an Argentine Supreme Court ruling in 2016.

        Discontinued Operations —Discontinued operations results in 2016 were a loss of $9 million, net of tax, compared to income of $35 million, net of tax, in 2015. Results declined in 2016 primarily due to cumulative translation adjustments, driven by the appreciation of the Brazilian real relative to the U.S. dollar.

    2015 Compared to 2014

        Net Income Attributable to Bunge —Net income attributable to Bunge for 2015 was $791 million compared to $515 million for 2014. The increase in Total Segment EBIT of $292 million discussed below and reduced net interest cost of $45 million driven by lower average borrowings during the year was partially offset by the higher income tax expense ($296 million in 2015 compared with $249 million in 2014) on the higher income from continuing operations, before taxes.

        Income Tax Expense —In 2015, income tax expense from continuing operations increased to $296 million from $249 million in 2014 and the effective tax rate in 2015 decreased to 28% compared

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to 34% in 2014. Income tax expenses in 2015 included net tax charges of $16 million that resulted primarily from the establishment of income tax valuation allowances in Asia-Pacific partially offset by the release of income tax valuation allowances in North America. The lower effective tax rate for 2015 resulted mainly from geographical earnings mix and valuation allowance movements.

        Agribusiness Segment —Agribusiness segment net sales decreased 26% to $31.3 billion in 2015 compared to $42.1 billion in 2014. The decrease was primarily driven by significantly lower global commodity prices in 2015 compared to 2014, especially soybean prices which were on average 24% lower. Volumes decreased 3% driven by lower grain origination and grain and oilseed trading and distribution volumes, partially offset by higher oilseed processing volumes. In our grains business, origination volumes declined in North America due to lower farmer selling and a reduction in volumes related to the sale of certain Canadian grain assets in the third quarter to G3 Canada Limited (formerly the Canadian Wheat Board). Argentina grain origination was down as farmers retained their crops in anticipation of a more favorable environment following the December presidential election. The reduced grain origination volumes in North America and Argentina were partly offset by higher volumes in Brazil during the latter part of 2015 as farmers were strong sellers in order to fix their local Brazilian real sales at relatively high rates as the Brazilian real weakened against the U.S. dollar. In oilseed processing, higher volumes in North America, Asia, Brazil and Argentina driven by strong crush margins were fully offset by lower global commodity prices. In our trading and distribution businesses, volumes were lower in both grains and oilseeds in most regions due to a soft margin environment.

        Cost of goods sold decreased by 27% to $29.4 billion in 2015, compared with $40.4 billion last year as a result of lower global commodity prices and the translation effect of weaker global currencies compared with 2014. The average global price of soybeans, corn and wheat declined 24%, 9% and 14%, respectively in 2015 compared to 2014. The volume decline of 3% noted above also contributed to the decline in cost of goods sold. Improvement in ocean freight costs, particularly bunker fuel procurement, and in ports and services also contributed to the lower year-over-year cost. In addition, in the second quarter of 2015 we reversed a $30 million export tax contingency in our Argentine subsidiary.

        Gross profit increased 7% to $1,858 million in 2015 from $1,742 million in 2014, primarily driven by improved performance in our oilseed processing business, particularly in China, Argentina, the U.S., and Brazil, partially offset by declines in softseed processing in Europe and Canada. Grain trading and distribution also benefitted from improved ocean freight costs and port logistics operations. These increases more than offset weak grain origination margins in the United States primarily driven by lack of export demand due to the impacts of stronger U.S. dollar.

        SG&A expenses were $851 million in 2015 compared to $875 million in 2014. SG&A benefitted in 2015 from weaker currencies as local currency costs were translated into U.S. dollars, partially offset by an impairment charge of $14 million in our equity method investment in a freight shipping company and a $9 million charge of administrative tax assessment fees related to export activities in our Argentine subsidiary for 2008 through 2009.

        Foreign exchange gains were $67 million in 2015 compared to gains of $39 million in the same period of 2014. These results were primarily driven by movements in the Brazilian real and the Argentine peso .

        Noncontrolling interests represent (income) loss attributed to the noncontrolling interest holders in joint venture operations that are consolidated in our financial statements. The income of $9 million in 2015 compared to income of $23 million in 2014 and was primarily driven by lower results in our U.S. Pacific Northwest port operation and oilseed and biodiesel production joint ventures in Europe.

        Gain on the sale of Canadian grain assets to G3 Canada Limited (formerly the Canadian Wheat Board) was $47 million.

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        Segment EBIT increased 24% to $1,108 million in 2015 from $890 million in 2014 primarily as a result of improved gross profit in our oilseed processing business, grain trading and distribution business, a reduction in SG&A, primarily from the weakening of global currencies against the U.S. dollar and a $47 million gain on the sale of certain assets in Canada to G3 Canada Limited.

        Edible Oil Products Segment —Edible Oil Products segment net sales were $6.7 billion in 2015 compared to $8.0 billion in 2014. The lower net sales in 2015 were primarily a result of lower global vegetable oil prices and the translation impact of weaker global currencies relative to the U.S. dollar. Volumes in 2015 were essentially flat as higher demand in India and China were offset by a decline in Brazil and Europe, resulting from weak economic conditions, which directly impacted packaged oil and margarine demand.

        Cost of goods sold decreased 15% to $6.3 billion in 2015 from $7.4 billion in 2014, due to lower raw material costs resulting from market price declines of edible oils, lower demand in Brazil and Europe, which lowered production volumes, and the translation impact of the weaker global currencies relative to the U.S. dollar. Cost of goods sold in 2015 included an impairment charge of $15 million related to the announced closure of one of our U.S. edible oil packaging facilities.

        Gross profit in 2015 decreased to $404 million from $548 million in 2014. The decrease was driven by lower volumes and margins in Brazil and Europe as consumers reduced purchases and traded down to lower value products. The impact of the weaker economic environment was partly offset by cost benefits from our performance improvement programs. An impairment charge of $15 million in 2015 relating to the closure of a U.S. facility also contributed to the reduced gross profit.

        SG&A expenses decreased to $328 million in 2015 from $482 million in 2014, primarily as a result of the translation benefits of the strengthening U.S. dollar relative to other global currencies, notably the Brazilian real , Argentine peso and euro as well as our cost reduction initiatives. In addition, 2014 included $98 million of expenses related to certain ICMS tax credits in Brazil.

        A goodwill impairment charge of $13 million, representing all of the goodwill of the Brazilian tomato products business, was recorded in the fourth quarter of 2015 upon completion of our annual impairment analysis.

        Segment EBIT was $59 million in 2015 compared to $58 million in 2014. EBIT for 2015 included a charge of $15 million for the announced closure of a packaged oil plant in the United States and a $13 million goodwill impairment charge in our Brazilian tomato products business. EBIT for 2014 included an expense of $98 million related to certain ICMS tax credits in Brazil. Excluding the effects of these items, results declined by $69 million driven by lower volumes and margins in Brazil edible oils, and margarines in Europe as consumers pulled-back on purchases and traded down to lower value products. This was partially offset by lower SG&A expenses as a result of the factors noted above.

        Milling Products Segment —Milling Products segment sales decreased by 22% to $1,609 million in 2015 from $2,064 million in 2014 in part due to approximately 9% lower average prices for corn and 14% lower average prices for wheat. Volumes declined 7% compared to the same period last year, primarily in our wheat milling business in Brazil, which was impacted by the weak economic environment that depressed demand, as well as in our U.S. corn milling operations, driven by soft demand in the ready-to-eat cereal and brewery industries. Additionally, the foreign exchange impact from the devaluation of the Brazilian real and Mexican peso against the U.S. dollar for our Brazilian and Mexican operations negatively impacted sales.

        Cost of goods sold decreased 22% to $1,372 million in 2015 from $1,753 million in 2014 primarily due to lower volumes, lower commodity raw material costs in corn and wheat and the translation impact of the devaluation of the Brazilian real and Mexican peso against the U.S. dollar.

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        Gross profit decreased to $237 million in 2015, from $311 million in 2014, primarily due to lower volumes and margins in Brazil related to food service and retail channels and lower volumes in U.S. corn milling as a result of depressed demand from the ready-to-eat cereal and brewery industries in the first half of 2015. Margins in Brazil were adversely impacted by the effects of the currency devaluation.

        SG&A expenses decreased by $45 million to $123 million in 2015 from $168 million in 2014 mainly resulting from the benefit of the weaker Brazilian real and Mexican peso on the translation of local currency expenses. In addition, 2014 included $14 million of expenses related to certain ICMS tax credits in Brazil.

        Segment EBIT decreased to $103 million in 2015 from $131 million in 2014, as weaker demand in Brazil and the U.S. resulted in lower volumes and margins, partially offset by lower SG&A expenses.

        Sugar and Bioenergy Segment —Sugar and Bioenergy segment net sales decreased to $3.5 billion in 2015 compared to $4.5 billion in 2014. The 23% decrease in sales was primarily driven by lower global average prices of sugar and the significant devaluation of the Brazilian real impacting our local currency net sales when translated into U.S. dollars. This was partially offset by higher average domestic ethanol prices in Brazil and an increase in volumes. On average, the futures price of raw sugar was 20% lower in 2015 compared 2014. Average ethanol prices in Brazil were higher by 8% driven by a large increase in the fourth quarter. Partially offsetting the sales decreases was an improvement in volumes of 8% compared to 2014, primarily due to increased activity in our global trading and merchandising operations.

        Cost of goods sold decreased 27% to $3.3 billion in 2015, compared to $4.6 billion in 2014, primarily driven by lower prices of purchased sugarcane and the impact of the weaker Brazilian real relative to the U.S. dollar, partially offset by higher volumes.

        Gross profit was $164 million in 2015. This compared to a loss of $41 million in 2014, which included $113 million of impairment and related charges related to one of our sugar mills. Excluding the impairment and related charges, results improved by $92 million primarily driven by improved results in our industrial operations resulting from increased efficiency, both in volumes crushed and lower related industrial costs, as well as higher volumes and margins in cogeneration. In our global trading and distribution operations, higher volumes were more than offset by lower margins.

        SG&A expenses were $109 million in 2015, 30% lower compared to $156 million in 2014, driven by translation benefits of the devaluation of the Brazilian real on local currency costs, and cost reduction and efficiency initiatives in our sugar milling business. In addition, 2015 and 2014 included $5 million and $20 million, respectively, of restructuring costs, which include costs of our strategic review of the sugar milling business.

        Foreign exchange results in 2015 were losses of $68 million, compared to gains of $19 million in 2014. These results were related primarily to results on certain currency hedges.

        Other income (expenses)—net was expense of $15 million in 2015 compared to income of $10 million in 2014. Results in our North American ethanol investment were lower as the decrease in global oil prices resulted in lower ethanol margins. Results also decreased in our joint venture for the production of renewable oils in Brazil and our corn wet-milling joint venture in Argentina.

        Segment EBIT improved by $141 million to a loss of $27 million in 2015, compared to a loss of $168 million in 2014. Results were impacted by $5 million of restructuring charges and $133 million of impairment and restructuring charges in 2015 and 2014, respectively. Excluding the impairment and restructuring charges, results improved by $13 million due to improved performance in our industrial milling operations in Brazil and lower SG&A expenses from the translation benefit of the weaker Brazilian real on local currency costs, partially offset by foreign exchange losses and lower results in certain joint ventures.

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        Fertilizer Segment —Fertilizer segment net sales decreased 19% to $386 million in 2015 compared to $474 million in 2014, primarily due to lower fertilizer imports in Brazil. In Argentina, sales declined mainly due to lower volumes driven by reduced fertilizer usage by Argentine farmers as a result of the local economic environment and lower farm margins for corn and wheat production. In addition, in the first quarter of 2015, volumes were reduced due to a strike at one of our facilities.

        Cost of goods sold was $356 million in 2015, compared to $413 million in 2014. Lower volumes and raw material costs and the translation benefit of the weaker Argentine peso , were partly offset by higher cost imports of nitrogen due to the aforementioned strike.

        Gross profit decreased to $30 million in 2015 from $61 million in 2014. The decrease was primarily driven by lower volumes and not fully recovered industrial costs in our Brazilian port operations. Gross profit in our Argentine operation was impacted by higher production costs, depressed volumes from lower farmer fertilizer usage and impacts of a strike at one of our facilities.

        SG&A was $24 million in 2015 compared to $10 million in 2014. The lower expense in 2014 includes the reversal of certain value added tax, labor and bad debt provisions in Brazil.

        Noncontrolling interests represents (income) loss attributed to the noncontrolling interest holders in operations that are consolidated in our financial statements. The $1 million income in 2015 and $5 million income in 2014 represents the noncontrolling interests share of income at our non-wholly owned Brazilian port operations.

        Segment EBIT decreased to $5 million in 2015, compared to $45 million in 2014, mainly driven by lower gross profit in our Brazilian port operations, the impact of the strike and weaker farmer usage of fertilizer in Argentina and the positive SG&A impact on 2014 results.

        Interest —A summary of consolidated interest income and expense for the periods indicated follows:

 
  Year Ended
December 31,
 
(US$ in millions)
  2015   2014  

Interest income

  $ 43   $ 87  

Interest expense

    (258 )   (347 )

        Interest income decreased to $43 million when compared to the same period of 2014, as a result of lower cash investments in Brazil and Argentina and $12 million of accumulated interest on a loan provided to and repaid by a related party in 2014. Interest expense decreased by 26% compared to last year, primarily due to lower average outstanding debt, mainly as a result of reduced working capital requirements due to lower global commodity prices in 2015 and interest charges of $65 million related to certain ICMS tax credits in Brazil.

        Discontinued Operations —Discontinued operations results in 2015 were income of $35 million, net of tax, compared to income of $32 million, net of tax, in 2014. Results in 2015, included gains in Brazilian fertilizer driven by foreign exchange gains and the recovery of previously written-off farmer receivables, which were partly offset by losses in our asset management business. Results in 2014 included benefits related to a tax amnesty program in Brazil and collections of previously written-off farmer receivables.

Liquidity and Capital Resources

    Liquidity

        Our main financial objectives are to prudently manage financial risks, ensure consistent access to liquidity and minimize cost of capital in order to efficiently finance our business and maintain balance sheet strength. We generally finance our ongoing operations with cash flows generated from operations,

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issuance of commercial paper, borrowings under various bilateral and syndicated revolving credit facilities, term loans and proceeds from the issuance of senior notes. Acquisitions and long-lived assets are generally financed with a combination of equity and long-term debt.

        Our current ratio, which is a widely used measure of liquidity and is defined as current assets divided by current liabilities, was 1.44 and 1.49 at December 31, 2016 and 2015, respectively.

        Cash and Cash Equivalents —Cash and cash equivalents were $934 million at December 31, 2016 and $411 million at December 31, 2015. Cash balances are managed in accordance with our investment policy, the objectives of which are to preserve the principal value of our cash assets, maintain a high degree of liquidity and deliver competitive returns subject to prevailing market conditions. Cash balances are invested in short-term deposits with highly rated financial institutions and in U.S. government securities.

        Readily Marketable Inventories ("RMI") —RMI are agricultural commodity inventories, such as soybeans, soybean meal, soybean oil, corn, wheat, and sugar that are readily convertible to cash because of their commodity characteristics, widely available markets and international pricing mechanisms. RMI in our Agribusiness segment are reported at fair value and were $3,593 million at December 31, 2016 and $3,393 million at December 31, 2015. Of these amounts $2,523 million and $2,513 million were attributable to merchandising activities at December 31, 2016 and December 31, 2015, respectively. RMI at fair value in the aggregate amount of $123 million and $110 million at December 31, 2016 and December 31, 2015, respectively, were included in our Edible Oil Products segment inventories. The Sugar and Bioenergy segment included RMI of $139 million and $163 million at December 31, 2016 and December 31, 2015, respectively which can be attributed to our trading and merchandising business.

        Financing Arrangements and Outstanding Indebtedness —We conduct most of our financing activities through a centralized financing structure that provides the company efficient access to debt and capital markets. This structure includes a master trust, the primary assets of which consist of intercompany loans made to Bunge Limited and its subsidiaries. Certain of Bunge Limited's 100% owned finance subsidiaries, Bunge Limited Finance Corp., Bunge Finance Europe B.V. and Bunge Asset Funding Corp., fund the master trust with short and long-term debt obtained from third parties, including through our commercial paper program and certain credit facilities, as well as the issuance of senior notes. Borrowings by these finance subsidiaries carry full, unconditional guarantees by Bunge Limited.

        Revolving Credit Facilities —At December 31, 2016, we had $5,015 million of aggregate committed borrowing capacity under our commercial paper program and various revolving bilateral and syndicated credit facilities, of which all was unused and available. The following table summarizes these facilities as of the periods presented:

 
   
  Total Committed
Capacity
  Borrowings
Outstanding
 
Commercial Paper Program and
Revolving Credit Facilities
  Maturities   December 31,
2016
  December 31,
2016
  December 31,
2015
 
 
   
  (US$ in millions)
 

Commercial Paper

  2019   $ 600   $   $  

Long-Term Revolving Credit Facilities (1)

  2018 - 2019     4,415         752  

Total

      $ 5,015   $   $ 752  

(1)
Borrowings under the revolving credit facilities that have maturities greater than one year from the date of the consolidated balance sheets are classified as long-term debt, consistent with the long-term maturity of the underlying facilities. However, individual borrowings under the revolving credit facilities are generally short-term in nature, bear interest at variable rates and can be repaid or renewed as each such individual borrowing matures.

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        On June 24, 2016, we completed the refinancing on a $200 million three-year committed unsecured bilateral revolving credit facility, to mature on June 24, 2019. A further $500 million of unsecured bilateral revolving credit facilities were refinanced on September 23, 2016 to mature on September 23, 2019. Borrowings under these Facilities bear interest at LIBOR plus a margin, which will vary from 0.65% to 1.40% per annum based on the credit ratings on its senior long-term unsecured debt. Amounts under the Facilities that remain undrawn are subject to a commitment fee payable at a rate ranging from 0.20% to 0.25%.

        In addition to committed credit facilities, from time-to-time, we, through our financing subsidiaries, enter into bilateral short-term credit lines as necessary based on our financing requirements. At December 31, 2016 and 2015, no borrowings were outstanding under these bilateral short-term credit lines.

        Short and long-term debt —Our short and long-term debt decreased by $179 million at December 31, 2016 from December 31, 2015, primarily due to a decrease in working capital requirements in the latter part of the year. For the year ended December 31, 2016, our average short and long-term debt outstanding was approximately $5,201 million compared to approximately $4,316 million for the year ended December 31, 2015, primarily due to higher average working capital financing requirements, driven by higher average global commodity prices. Our long-term debt outstanding balance was $4,007 million at December 31, 2016 compared to $3,795 million at December 31, 2015. The following table summarizes our short-term debt activity at December 31, 2016.

(US$ in millions)
  Outstanding
Balance at
December 31,
2016
  Weighted
Average
Interest
Rate at
December 31,
2016
  Highest
Balance
Outstanding
During
2016
  Average
Balance
During
2016
  Weighted
Average
Interest
Rate
During
2016
 

Bank Borrowings

  $ 257     8.69 % $ 1,179   $ 671     5.02 %

Commercial Paper

              565     278     0.67 %

Total

  $ 257 (1)   8.69 % $ 1,744   $ 949     3.75 %

(1)
Includes $148 million of local currency borrowings in certain Central and Eastern European, South American, South African and Asia-Pacific countries at a weighted average interest rate of 13.63% as of December 31, 2016.

        On August 15, 2016, we completed the sale of $700 million aggregate principal amount of 3.25% senior notes due August 15, 2026. The unsecured senior notes were issued by Bunge's 100% owned finance subsidiary, Bunge Limited Finance Corp., and are fully and unconditionally guaranteed by Bunge. The offering was made pursuant to a registration statement filed with the U.S. Securities and Exchange Commission. The net proceeds of $695 million were used for general corporate purposes, including, but not limited to, the repayment of outstanding indebtedness, which includes indebtedness under revolving credit facilities.

        On June 16, 2016, we completed the sale of 600 million euro (approximately $670 million) aggregate principal amount of 1.85% senior notes due June 16, 2023 ("Notes"). Additionally, on November 17, 2016 we completed the sale of 200 million euro (approximately $214 million) of the Notes bringing the aggregate principal amount to 800 million euro . The Notes were issued by Bunge's 100% owned finance subsidiary, Bunge Finance Europe B.V., and are fully and unconditionally guaranteed by Bunge. The offering was made pursuant to a registration statement filed with the U.S. Securities and Exchange Commission. The aggregated net proceeds of 802 million euro (approximately $887 million) were used for general corporate purposes, including, but not limited to the repayment of outstanding indebtedness, which includes indebtedness under revolving credit facilities.

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        The following table summarizes our short and long-term debt:

 
  December 31,  
(US$ in millions)
  2016   2015  

Short-term debt: (1)

             

Short-term debt, including consolidated investment fund debt (2) (3)

  $ 257   $ 648  

Current portion of long-term debt

    938     869  

Total short-term debt

    1,195     1,517  

Long-term debt (4) :

             

Bilateral revolving credit facilities expiry 2016

        300  

Revolving credit facilities expiry 2018

        452  

Term loan due 2019—three-month Yen LIBOR plus 0.75% (Tranche A)

    243     237  

Term loan due 2019—fixed Yen interest rate of 0.96% (Tranche B)

    51     50  

Term loan due 2019—three-month LIBOR plus 1.30% (Tranche C)

    85     85  

4.10% Senior Notes due 2016

        500  

5.90% Senior Notes due 2017

    250     250  

3.20% Senior Notes due 2017

    600     600  

8.50% Senior Notes due 2019

    600     600  

3.50% Senior Notes due 2020

    497     497  

1.85% Senior Notes due 2023—Euro

    843      

3.25% Senior Notes due 2026

    694      

Other (5)

    144     224  

Subtotal

    4,007     3,795  

Less: Current portion of long-term debt

    (938 )   (869 )

Total long-term debt including consolidated investment fund debt

    3,069     2,926  

Total debt

  $ 4,264   $ 4,443  

(1)
Includes secured debt of $7 million and $36 million at December 31, 2016 and December 31, 2015, respectively.

(2)
Includes $148 million and $137 million of local currency borrowings in certain Central and Eastern European, South American, South African and Asia-Pacific countries at a weighted average interest rate of 13.63% and 15.54% as of December 31, 2016 and 2015, respectively.

(3)
There is no consolidated investment fund debt as of December 31, 2016. Includes consolidated investment fund debt, for which Bunge elected to account for $22 million at fair value as of December 31, 2015.

(4)
Includes secured debt of $34 million and $47 million at December 31, 2016 and December 31, 2015, respectively.

(5)
There is no consolidated investment fund debt as of December 31, 2016. Includes consolidated investment fund debt, for which Bunge elected to account for $53 million at fair value as of December 31, 2015.

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        Credit Ratings —Bunge's debt ratings and outlook by major credit rating agencies at December 31, 2016 were as follows:

 
  Short-term
Debt (1)
  Long-term
Debt
  Outlook

Standard & Poor's

  A-1   BBB   Stable

Moody's

  P-1   Baa2   Stable

Fitch

  Not rated   BBB   Stable

(1)
Short-term rating applies only to Bunge Asset Funding Corp., the issuer under our commercial paper program.

        Our debt agreements do not have any credit rating downgrade triggers that would accelerate maturity of our debt. However, credit rating downgrades would increase our borrowing costs under our syndicated credit facilities and, depending on their severity, could impede our ability to obtain credit facilities or access the capital markets in the future on competitive terms. A significant increase in our borrowing costs could impair our ability to compete effectively in our business relative to competitors with higher credit ratings.

        Our credit facilities and certain senior notes require us to comply with specified financial covenants, including minimum net worth, minimum current ratio, a maximum debt to capitalization ratio and limitations on secured indebtedness. We were in compliance with these covenants as of December 31, 2016.

        Trade Receivable Securitization Program —We initially entered into our trade receivable securitization program (the "Program") in June 2011, which provides us with an additional source of liquidity. On May 26, 2016, Bunge and certain of its subsidiaries renewed and amended its $700 million trade receivables securitization program, which terminates on May 26, 2021. However, each committed purchaser's commitment to fund trade receivables sold under the Program will terminate on May 26, 2019 unless extended in accordance with the terms of the receivables transfer agreement.

        At December 31, 2016 and 2015, $628 million and $524 million, respectively, of receivables sold under the Program were derecognized from our consolidated balance sheets. Proceeds received in cash related to transfers of receivables under the Program totaled $9,197 million and $10,396 million for the years ended December 31, 2016 and 2015, respectively. In addition, cash collections from customers on receivables previously sold were $9,176 million and $10,542 million for the years ended December 31, 2016 and 2015, respectively. As this is a revolving facility, cash collections from customers are reinvested to fund new receivable sales. Gross receivables sold under the Program for the years ended December 31, 2016 and 2015 were $9,405 million and $10,601 million, respectively. These sales resulted in discounts of $6 million for the year ended December 31, 2016, $5 million for the year ended December 31, 2015 and $7 million for the year ended December 31, 2014, which were included in SG&A in the consolidated statements of income. Servicing fees under the Program were not significant in any period.

        Our risk of loss following the sale of the trade receivables is limited to the deferred purchase price receivable ("DPP"), which at December 31, 2016 and 2015 had a fair value of $87 million and $79 million, respectively, and is included in other current assets in our consolidated balance sheets (see Note 17 to our consolidated financial statements). The DPP will be repaid in cash as receivables are collected, generally within 30 days. Delinquencies and credit losses on trade receivables sold under the Program during the years ended December 31, 2016, 2015 and 2014 were insignificant. We have reflected all cash flows under the Program as operating cash flows in the consolidated statements of cash flows for the years ended December 31, 2016 and 2015.

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        Interest Rate Swap Agreements —We may use interest rate swaps as hedging instruments and record the swaps at fair value in the consolidated balance sheets with changes in fair value recorded contemporaneously in earnings. Additionally, the carrying amount of the associated debt is adjusted through earnings for changes in the fair value due to changes in benchmark interest rates. Ineffectiveness, as defined in ASC Topic 815 Derivatives and Hedging , is recognized to the extent that these two adjustments do not offset.

        Equity —Total equity is set forth in the following table:

 
  December 31,  
(US$ in millions)
  2016   2015  

Convertible perpetual preference shares

  $ 690   $ 690  

Common shares

    1     1  

Additional paid-in capital

    5,143     5,105  

Retained earnings

    8,208     7,725  

Accumulated other comprehensive income

    (5,978 )   (6,360 )

Treasury shares, at cost (2016—12,882,313 and 2015—9,586,083)

    (920 )   (720 )

Total Bunge shareholders' equity

    7,144     6,441  

Noncontrolling interests

    199     211  

Total equity

  $ 7,343   $ 6,652  

        Total Bunge shareholders' equity increased to $7,144 million at December 31, 2016 from $6,441 million at December 31, 2015. The change in equity was primarily due to net income attributable to Bunge for the year ended December 31, 2016 of $745 million and cumulative translation gains of $709 million, resulting from the revaluation of global currencies relative to the U.S. dollar in 2016. This increase partially offset by paid dividends to common and preferred shareholders of $223 million and $34 million, respectively and treasury shares acquired of $200 million.

        Noncontrolling interest decreased to $199 million at December 31, 2016 from $211 million at December 31, 2015 primarily due to deconsolidation of a variable interest entity that was previously consolidated and dividends paid to non-controlling interest holders, partly offset by the acquisition of a majority share in Walter Rau Neusser.

        At December 31, 2016, we had 6,900,000 4.875% cumulative convertible perpetual preference shares outstanding with an aggregate liquidation preference of $690 million. Each convertible perpetual preference share has an initial liquidation preference of $100, which will be adjusted for any accumulated and unpaid dividends. The convertible perpetual preference shares carry an annual dividend of $4.875 per share payable quarterly. As a result of adjustments made to the initial conversion price because cash dividends paid on Bunge Limited's common shares exceeded certain specified thresholds, each convertible perpetual preference share is convertible, at the holder's option, at any time into 1.1507 Bunge Limited common shares, based on the conversion price of $86.901 per share, subject to certain additional anti-dilution adjustments (which represents 7,939,830 Bunge Limited common shares at December 31, 2016). At any time, if the closing price of our common shares equals or exceeds 130% of the conversion price for 20 trading days during any consecutive 30 trading days (including the last trading day of such period), we may elect to cause the convertible perpetual preference shares to be automatically converted into Bunge Limited common shares at the then-prevailing conversion price. The convertible perpetual preference shares are not redeemable by us at any time.

    Cash Flows

        Our cash flow from operations varies depending on, among other items, the market prices and timing of the purchase and sale of our inventories. Generally, during periods when commodity prices are rising, our Agribusiness operations require increased use of cash to support working capital to acquire inventories and fund daily settlement requirements on exchange traded futures that we use to minimize price risk related to our inventories.

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        2016 Compared to 2015 —In 2016, our cash and cash equivalents increased by $523 million reflecting the net effect of cash flows from operating, investing and financing activities. For the year ended December 31, 2015, our cash and cash equivalents increased by $49 million reflecting the net effect of cash flows from operating, investing and financing activities.

        Cash provided by our operating activities was $1,904 million for the year ended December 31, 2016 compared to $610 million for the year ended December 31, 2015. Net cash inflows from operating activities for the years ended December 31, 2016 and 2015, were principally due to net income, including adjustments for non-cash items, and a decrease in the use of cash for net operating assets and liabilities. In 2016, higher prices for sugar and the soybean complex, together with essentially flat volumes resulted in higher working capital needs, however this was more than offset by initiatives to reduce working capital and an appreciation of the Brazilian real relative to the U.S. dollar, which mostly impacted trade accounts payable in our Brazilian operations. In 2015, the increase in net operating assets and liabilities was primarily due to increases in secured advances to farmers in South America, who were motivated to sell their record level crops as the Brazilian real and Argentine peso depreciated relative to the U.S. dollar.

        Certain of our non-U.S. operating subsidiaries are primarily funded with U.S. dollar-denominated debt, while currency risk is hedged with U.S. dollar denominated assets. The functional currency of our operating subsidiaries is generally the local currency. In addition, certain of our U.S. dollar functional operating subsidiaries outside the United States are partially funded with local currency borrowings, while the currency risk is hedged with local currency denominated assets. The financial statements of our subsidiaries are calculated in the functional currency, and when the local currency is the functional currency, translated into U.S. dollar. U.S. dollar-denominated loans are remeasured into their respective functional currencies at exchange rates at the applicable balance sheet date. Local currency loans are remeasured into U.S. dollar at the exchange rate at the applicable balance sheet date. The resulting gain or loss is included in our consolidated statements of income as foreign exchange gains or losses. For the years ended December 31, 2016 and December 31, 2015, we recorded foreign exchange losses of $80 million and gains of $213 million, respectively, which were included as adjustments to reconcile net income to cash used for operating activities in the line item "Foreign exchange loss (gain) on debt" in our consolidated statements of cash flows. This adjustment is required because the cash flow impacts of these gains or losses are non-cash items and will represent financing activities when the subsidiary repays the underlying debt and therefore, have no impact on cash flows from operations.

        Cash used for investing activities was $926 million for the year ended December 31, 2016 compared to $802 million for the year ended December 31, 2015. During 2016, payments made for capital expenditures of $784 million, compared to $649 million during 2015, were primarily related to replanting of sugarcane and maintenance and improvements for our industrial sugar business in Brazil, upgrade and expansion of an export terminal in the United States, construction of a wheat milling facility in Brazil, the expansion of a port facility in Ukraine and the construction of oilseed processing plants in Ukraine and Asia-Pacific. In addition, we acquired for $34 million Walter Rau Neusser, a vegetable oil blends producer for large-scale commercial customers, based in Germany. In the year ended December 31, 2015, we paid $347 million for the acquisitions of businesses, net of cash acquired. In the year ended December 31, 2016, we had cash outflows related to settlements of net investment hedges of $375 million in the year ended December 31, 2016, primarily driven by the appreciation of the Brazilian real relative to the US dollar in 2016, compared to cash inflows of $203 million in the year ended December 31, 2015. Proceeds from disposition of investment in affiliates included $145 million and $33 million for the disposition of equity interests of operations in Brazil and Vietnam, respectively. In addition, we sold 10% of our minority share in G3 Global Holdings GP Inc. ("G3") for net proceeds of $37 million to our joint venture partner, Saudi Agricultural and Livestock Investment Company (or SALIC). Proceeds from and payments for investments for both years 2016 and 2015 included primarily purchases and sales of certain marketable securities and other short term

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investments. Investments in affiliates in 2016 included additional investments in SB Oils, our joint venture with TerraVia Holdings Inc. to produce renewable oils in Brazil and G3.

        Cash used for financing activities was $488 million in the year ended December 31, 2016, compared to cash provided by financing activities of $360 million for the year ended December 31, 2015. The cash used for financing activities is primarily reflecting lower working capital needs, partially offset by an increase of cash used for investing activities. Dividends paid to our common shareholders and holders of our convertible preference shares were $257 million and $241 million, for the years ended December 31, 2016 and 2015, respectively. In connection with our common share repurchase program, in 2016, we purchased 3,296,230 of our common shares at a cost of $200 million and in 2015, we purchased 3,871,810 of our common shares at a cost of $300 million. In the year ended December 31, 2016, we paid $25 million of dividends to non-controlling interest holders and $39 million for the acquisition of the non-controlling interest of a joint venture in Europe.

        2015 Compared to 2014 —In 2015, our cash and cash equivalents increased by $49 million reflecting the net effect of cash flows from operating, investing and financing activities. For the year ended December 31, 2014, our cash and cash equivalents decreased by $380 million.

        Cash provided by our operating activities was $610 million for the year ended December 31, 2015 compared to $1,399 million for the year ended December 31, 2014. Net cash inflows from operating activities for the year ended December 31, 2015 were principally due to net income, including adjustments for non cash items, partially offset by an increase in the use of cash for net operating assets and liabilities. The increase in net operating assets and liabilities is primarily due to increases in secured advances to farmers in South America who were motivated to sell their record level crops as the Brazilian real and Argentine peso depreciated relative to the U.S. dollar. The net cash provided by operating activities for the year ended December 31, 2014 were principally due to net income, including adjustments for non-cash items. The decrease in net operating assets and liabilities in 2014 is primarily due to lower working capital levels than at December 31, 2013, resulting from, on average, lower global commodity prices, which effect was partially offset by the impact of the depreciation from certain currencies including the Brazilian real, Argentine peso, Ukrainian hryvnia and the euro relative to the U.S. dollar.

        Certain of our non U.S. operating subsidiaries are primarily funded with U.S. dollar denominated debt, while currency risk is hedged with U.S. dollar denominated assets. The functional currency of our operating subsidiaries is generally the local currency. Also, certain of our U.S. dollar functional operating subsidiaries outside the United States are partially funded with local currency borrowings, while the currency risk is hedged with local currency denominated assets. The financial statements of our subsidiaries are calculated in the functional currency, and when the local currency is the functional currency, translated into U.S. dollar. U.S. dollar denominated loans are remeasured into their respective functional currencies at exchange rates at the applicable balance sheet date. Local currency loans are remeasured into U.S. dollar at the exchange rate at the applicable balance sheet date. The resulting gain or loss is included in our consolidated statements of income as foreign exchange gains or losses. For the years ended December 31, 2015 and December 31, 2014, we recorded foreign exchange gains of $213 million and $215 million, respectively, which were included as adjustments to reconcile net income to cash used for operating activities in the line item "Foreign exchange loss (gain) on debt" in our consolidated statements of cash flows. This adjustment is required because the cash flow impacts of these gains or losses are non cash items and will represent financing activities when the subsidiary repays the underlying debt and therefore, have no impact on cash flows from operations.

        Cash used for investing activities was $802 million for the year ended December 31, 2015 compared to cash used of $685 million for the year ended December 31, 2014. During 2015, payments made for capital expenditures of $649 million were primarily related to replanting of sugarcane and maintenance and improvements for our industrial sugar business in Brazil, upgrade and expansion of an

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export terminal in the United States, construction of a wheat milling facility in Brazil, the expansion of a port facility in Ukraine and construction of oilseed processing plants in Ukraine and in Asia Pacific. We also acquired Moinho Pacifico, a Brazilian wheat mill and port terminal in Santos, Brazil, Whole Harvest Foods, a U.S. refiner and packager of expeller pressed commercial cooking oil and Heartland Harvest, Inc., a U.S. based producer of die cut pellets for the snack food industry, and the remaining interest in a Spanish biodiesel production facility. Proceeds from settlement of net investment hedges totaled $203 million. Proceeds from sales of investment in affiliates included net proceeds of $88 million for the sale of certain assets in our grain business in Canada to G3 Canada Limited (formerly the Canadian Wheat Board). Capital expenditures in 2015 were $649 million, 23% lower compared to $839 million in 2014, as a result of management's disciplined capital management and generally lower capital expenditures in our industrial Sugar and Bioenergy operations in Brazil. Proceeds from and payments for investments for both years 2015 and 2014 included primarily sales of assets in funds in our asset management business and the purchases and sales of certain marketable securities and other short term investments. Investments in affiliates in 2015 included our payment for our share of G3 Canada Limited (formerly the Canadian Wheat Board) and additional investments in SB Oils, our joint venture with Solazyme, Inc. to produce renewable oils in Brazil. Investments in affiliates in 2014 included primarily investments in SB Oils.

        Cash provided by financing activities was $360 million in the year ended December 31, 2015, compared to cash used for financing activities of $1,058 million for the year ended December 31, 2014. The increase in cash provided by financing activities was primarily due to net borrowings of debt of $882 million, which were used to fund capital expenditures and increased activity in acquisitions of businesses and investments in affiliates. Dividends paid to our common shareholders and holders of our convertible preference shares were $241 million and $221 million, for the years ended December 31, 2015 and 2014, respectively. In connection with our common share repurchase program, in 2015 we purchased 3,871,810 of our common shares at a cost of $300 million and in 2014 we purchased 3,780,987 of our common shares at a cost of $300 million. For the year ended December 31, 2014, financing activities reflected reduced financing requirements due to a declining global commodity price environment.

    Brazilian Farmer Credit

        Background —We advance funds to farmers, primarily in Brazil, through secured advances to suppliers and prepaid commodity purchase contracts. These activities are generally intended to be short-term in nature. The ability of our customers and suppliers to repay these amounts is affected by agricultural economic conditions in the relevant geography, which are, in turn, affected by commodity prices, currency exchange rates, crop input costs and crop quality and yields. As a result, these arrangements are typically secured by the farmer's crop and, in many cases, the farmer's land and other assets. Upon farmer default, we generally initiate legal proceedings to recover the defaulted amounts. However, the legal recovery process through the judicial system is a long-term process, generally spanning a number of years. As a result, once accounts have been submitted to the judicial process for recovery, we may also seek to renegotiate certain terms with the defaulting farmer in order to accelerate recovery of amounts owed. In addition, we have tightened our credit policies to reduce exposure to higher risk accounts and have increased collateral requirements for certain customers.

        Because Brazilian farmer credit exposures are denominated in local currency, reported values are impacted by movements in the value of the Brazilian real when translated into U.S. dollars. From December 31, 2015 to December 31, 2016, the Brazilian real appreciated by approximately 17%, increasing the reported farmer credit exposure balances when translated into U.S. dollars.

        We periodically evaluate the collectability of our farmer receivable and record allowances if we determine that collection is doubtful. We base our determination of the allowance on analyses of credit quality of individual accounts, considering also the economic and financial condition of the farming

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industry and other market conditions as well as the value of any collateral related to amounts owed. We continuously review defaulted farmer receivables for impairment on an individual account basis. We consider all accounts in legal collections processes to be defaulted and past due. For such accounts, we determine the allowance for uncollectible amounts based on the fair value of the associated collateral, net of estimated costs to sell. For all renegotiated accounts (current and past due), we consider changes in farm economic conditions and other market conditions, our historical experience related to renegotiated accounts and the fair value of collateral in determining the allowance for doubtful accounts.

        Secured Advances to Suppliers and Prepaid Commodity Contracts —We purchase soybeans through prepaid commodity purchase contracts (advance cash payments to suppliers against contractual obligations to deliver specified quantities of soybeans in the future) and secured advances to suppliers (advances to suppliers against commitments to deliver soybeans in the future), primarily in Brazil. These financing arrangements are typically secured by the farmer's future crop and mortgages on the farmer's land, buildings and equipment, and are generally settled after the farmer's crop is harvested and sold.

        Interest earned on secured advances to suppliers of $38 million, $38 million and $37 million for the years ended December 31, 2016, 2015 and 2014, respectively, is included in net sales in the consolidated statements of income.

        The table below shows details of prepaid commodity contracts and secured advances to suppliers outstanding at our Brazilian operations as of the dates indicated. See Notes 5 and 11 of the notes to our consolidated financial statements for more information.

 
  December 31,  
(US$ in millions)
  2016   2015  

Prepaid commodity contracts

  $ 189   $ 175  

Secured advances to suppliers (current)

    593     514  

Total (current)

    782     689  

Commodities not yet priced (1)

    (26 )   (12 )

Net

    756     677  

Secured advances to suppliers (non-current)

    184     158  

Total (current and non-current)

    940     835  

Allowance for uncollectible amounts (current and non-current)

  $ (53 ) $ (42 )

(1)
Commodities delivered by suppliers that are yet to be priced are reflected at prevailing market prices at December 31, 2016 and December 31, 2015, respectively.

    Capital Expenditures

        Our cash payments made for capital expenditures were $784 million, $649 million and $839 million for the years ended December 31, 2016, 2015 and 2014, respectively. We intend to make capital expenditures of approximately $750 million in 2017. Our priorities for 2017 capital expenditures are growth, maintenance and compliance projects first (where we expect to use approximately 66% of our funds allocated to capital expenditures), followed by projects enhancing productivity of our operations, and sugar planting. We intend to fund these capital expenditures primarily with cash flows from operations.

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Off-Balance Sheet Arrangements

    Guarantees

        We have issued or were party to the following guarantees at December 31, 2016:

(US$ in millions)
  Maximum Potential
Future Payments
 

Unconsolidated affiliates financing (1) (2)

  $ 99  

Residual value guarantee (3)

    222  

Total

  $ 321  

(1)
We issued guarantees to certain financial institutions related to debt of certain of our unconsolidated joint ventures. The terms of the guarantees are equal to the terms of the related financings, which have maturity dates in 2017 through 2022. There are no recourse provisions or collateral that would enable us to recover any amounts paid under these guarantees. At December 31, 2016, we had no outstanding recorded obligation related to these guarantees.

(2)
We issued guarantees to certain third parties related to performance of its unconsolidated joint ventures. There are no recourse provisions or collateral that would enable us to recover any amounts paid under these guarantees. At December 31, 2016, we had no outstanding recorded obligation related to these guarantees.

(3)
We issued guarantees to certain financial institutions which are party to certain operating lease arrangements for railcars and barges. These guarantees provide for a minimum residual value to be received by the lessor at the conclusion of the lease term. These leases expire at various dates from 2018 through 2021. At December 31, 2016, our recorded obligation related to these guarantees was $4 million.

        Bunge Limited has provided a Guaranty to the Director of the Illinois Department of Agriculture as Trustee for Bunge North America, Inc. ("BNA"), an indirect wholly-owned subsidiary, which guarantees all amounts due and owing by BNA, to grain producers and/or depositors in the State of Illinois who have delivered commodities to BNA's Illinois facilities.

        In addition, Bunge Limited has provided full and unconditional parent level guarantees of the outstanding indebtedness under certain senior credit facilities and senior notes entered into or issued by its 100% owned subsidiaries. At December 31, 2016, debt with a carrying amount of $4,035 million related to these guarantees is included in our consolidated balance sheet. This debt includes the senior notes issued by two of our 100% owned finance subsidiaries, Bunge Limited Finance Corp. and Bunge N.A. Finance L.P. There are largely no restrictions on the ability of Bunge Limited Finance Corp., Bunge N.A. Finance L.P. or any other of our subsidiaries to transfer funds to Bunge Limited.

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Contractual Obligations

        The following table summarizes our scheduled contractual obligations and their expected maturities at December 31, 2016, and the effect such obligations are expected to have on our liquidity and cash flows in the future periods indicated.

 
  Payments due by period  
(US$ in millions)
  Total   2017   2018 - 2019   2020 - 2021   2022 and there after  

Short-term debt

  $ 257   $ 257   $   $   $  

Long-term debt (1)

    4,024     938     1,006     529     1,551  

Variable interest rate obligations

    14     4     9     1      

Interest obligations on fixed rate debt

    542     125     193     95     129  

Non-cancelable lease obligations (2)

    668     152     214     131     171  

Capital commitments

    72     59     13          

Freight supply agreements (3)

    650     156     180     159     155  

Inventory purchase commitments

    16     16              

Power supply purchase commitments

    108     79     26     3      

Total contractual cash obligations (4) (5)

  $ 6,351   $ 1,786   $ 1,641   $ 918   $ 2,006  

(1)
Excludes changes in long-term debt attributable to fair value hedge accounting of $17 million.

(2)
Represents future minimum payments under non-cancelable leases with initial or remaining terms of one year or more.

(3)
In the ordinary course of business, we enter into purchase commitments for time on ocean freight vessels and freight service on railroad lines for the purpose of transporting agricultural commodities. In addition, we sell time on these ocean freight vessels when excess freight capacity is available. Payments to be received by us under such relet agreements are anticipated to be approximately $10 million in 2017. These agreements range from two months to approximately seven years in the case of ocean freight vessels and 5 to 9 years in the case of railroad services. Actual amounts paid under these contracts may differ due to the variable components of these agreements and the amount of income earned by us on the sale of excess capacity. The railroad freight services agreements require a minimum monthly payment regardless of the actual level of freight services used by us. The costs of our freight supply agreements are typically passed through to our customers as a component of the prices we charge for our products. However, changes in the market value of freight compared to the rates at which we have contracted for freight may affect margins on the sales of agricultural commodities.

(4)
Does not include estimated payments of liabilities associated with uncertain income tax positions. As of December 31, 2016, Bunge had tax liabilities of $130 million, including interest and penalties. At this time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years in connection with these tax liabilities; therefore, such amounts are not included in the above contractual obligation table. See Note 13 to our consolidated financial statements.

(5)
Does not include obligations for pension and postretirement benefits for which we expect to make employer contributions of $21 million in 2017. We also expect to make a significant contribution to our plans in future years.

        In addition, we have entered into partnership agreements for the production of sugarcane. These agreements have an average remaining life of four years and cover approximately 211,017 hectares of land under cultivation. Amounts owed under these agreements are dependent on several variables including the quantity of sugarcane produced per hectare, the total recoverable sugar ("ATR") per ton of sugarcane produced and the price for each kilogram of ATR as determined by Consecana, the São

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Paulo state sugarcane, sugar and ethanol council. During the years ended December 31, 2016, 2015 and 2014, we made payments related to these agreements of $154 million, $125 million and $162 million, respectively. Of these amounts $89 million, $75 million and $95 million for the years ended December 31, 2016, 2015 and 2014, respectively, were advances for future purchases and $65 million, $50 million and $67 million were included in cost of goods sold in the consolidated statements of income for the years ended December 31, 2016, 2015 and 2014, respectively.

    Employee Benefit Plans

        We expect to contribute $13 million to our defined benefit pension plans and $8 million to our postretirement healthcare benefit plans in 2017.

Critical Accounting Policies and Estimates

        The Company's accounting policies are more fully described in Note 1 to our consolidated financial statements included as part of this Annual Report on Form 10-K. As disclosed in Note 1, the preparation of financial statements in conformity with U.S. GAAP requires management to make substantial judgment or estimation in their application that may significantly affect reported amounts in the financial statements and accompanying notes. Actual results could differ significantly from those estimates. The Company believes that the following discussion addresses the Company's most critical accounting policies, which are those that are most important to the portrayal of the Company's financial condition and results of operations and require management's most difficult, subjective and complex judgments.

    Allowances for Uncollectible Accounts

        Accounts receivable and secured advances to suppliers are stated at the historical carrying amounts net of write-offs and allowances for uncollectible accounts. We establish an allowance for uncollectible trade accounts receivable and secured advances to farmers based on historical experience, farming, economic and other market conditions as well as specific identified customer collection issues. Uncollectible accounts are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when we have determined that collection of the balance is unlikely.

        We follow the accounting guidance on the disclosure of the credit quality of financing receivables and the allowance for credit losses which requires information to be disclosed at disaggregated levels, defined as portfolio segments and classes. Based upon an analysis of credit losses and risk factors to be considered in determining the allowance for credit losses, we have determined that the long-term receivables from farmers in Brazil are a single portfolio segment.

        We evaluate this single portfolio segment by class of receivables, which is defined as a level of information (below a portfolio segment) in which the receivables have the same initial measurement attribute and a similar method for assessing and monitoring risk. We have identified accounts in legal collection processes and renegotiated amounts as classes of long-term receivables from farmers. Valuation allowances for accounts in legal collection processes are determined by us on individual accounts based on the fair value of the collateral provided as security for the secured advance or credit sale. The fair value is determined using a combination of internal and external resources, including published information concerning Brazilian land values by region. For determination of the valuation allowances for renegotiated amounts, we consider historical experience with the individual farmers, current weather and crop conditions, as well as the fair value of non-crop collateral.

        For both classes, a long-term receivable from farmers in Brazil is considered impaired, based on current information and events, if we determine it to be probable that all amounts due under the original terms of the receivable will not be collected. Recognition of interest income on secured advances to farmers is suspended once the farmer defaults on the originally scheduled delivery of agricultural commodities as the collection of future income is determined not to be probable. No

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additional interest income is accrued from the point of default until ultimate recovery, where amounts collected are credited first against the receivable and then to any unrecognized interest income.

    Inventories and Derivatives

        We use derivative instruments for the purpose of managing the exposures associated with agricultural commodity prices, transportation costs, foreign currency exchange rates, interest rates and energy costs and for positioning our overall portfolio relative to expected market movements in accordance with established policies and procedures. We are exposed to loss in the event of non-performance by counterparties to certain of these contracts. The risk of non-performance is routinely monitored and adjustments recorded, if necessary, to account for potential non-performance. Different assumptions, changes in economic circumstances or the deterioration of the financial condition of the counterparties to these derivative instruments could result in additional fair value adjustments and changes in expense reflected in cost of goods sold, foreign exchange or interest expense. We did not have significant valuation adjustments relating to non-performance by counterparties at December 31, 2016 or 2015.

        Our RMI, forward purchase and sale contracts, and exchange traded futures and options are primarily valued at fair value. RMI are freely-traded, have quoted market prices, may be sold without significant additional processing and have predictable and insignificant disposal costs. We estimate fair values of commodity inventories and forward purchase and sale contracts based on exchange-quoted prices, adjusted for differences in local markets. Changes in the fair values of these inventories and contracts are recognized in our consolidated statements of income as a component of cost of goods sold. If we used different methods or factors to estimate fair values, amounts reported as inventories and unrealized gains and losses on derivative contracts in the consolidated balance sheets and cost of goods sold could differ. Additionally, if market conditions change subsequent to year-end, amounts reported in future periods as inventories, unrealized gains and losses on derivative contracts and cost of goods sold could differ.

    Recoverable Taxes

        We evaluate the collectability of our recoverable taxes and record allowances if we determine that collection is doubtful. Recoverable taxes include value-added taxes paid upon the acquisition of fixed assets, raw materials and taxable services and other transactional taxes, which can be recovered in cash or as compensation against income taxes, or other taxes we may owe, primarily in Brazil. Management's assumption about the collectability of recoverable taxes requires significant judgment because it involves an assessment of the ability and willingness of the applicable federal or local government to refund the taxes. The balance of these allowances fluctuates depending on the sales activity of existing inventories, purchases of new inventories, percentages of export sales, seasonality, changes in applicable tax rates, cash payment by the applicable government agencies and compensation of outstanding balances against income or certain other taxes owed to the applicable governments. At December 31, 2016 and 2015, the allowance for recoverable taxes was $35 million and $32 million, respectively. We continue to monitor the economic environment and events taking place in the applicable countries and in cases where we determine that recovery is doubtful, recoverable taxes are reduced by allowances for the estimated unrecoverable amounts.

    Property, Plant and Equipment and Other Finite-Lived Intangible Assets

        Long-lived assets include property, plant and equipment and other finite-lived intangible assets. When facts and circumstances indicate that the carrying values of property, plant and equipment assets may be impaired, an evaluation of recoverability is performed by comparing the carrying value of the assets to the undiscounted projected future cash flows to be generated by such assets. If it appears that the carrying value of our assets is not recoverable, we recognize an impairment loss as a charge against results of operations. Our judgments related to the expected useful lives of property, plant and

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equipment assets and our ability to realize undiscounted cash flows in excess of the carrying amount of such assets are affected by factors such as the ongoing maintenance of the assets, changes in economic conditions and changes in operating performance. As we assess the ongoing expected cash flows and carrying amounts of our property, plant and equipment assets, changes in these factors could cause us to realize material impairment charges. We recorded impairment charges of $9 million for the year ended December 31, 2016 primarily related to the impairment of an Argentina fertilizer plant.

    Contingencies

        We are a party to a large number of claims and lawsuits, primarily non-income tax and labor claims in Brazil and non-income tax claims in Argentina, and have accrued our estimates of the probable costs to resolve these claims. These estimates have been developed in consultation with in-house and outside counsel and are based on an analysis of potential results, assuming a combination of litigation and settlement strategies. Future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions or the effectiveness of our strategies relating to these proceedings. For more information on tax and labor claims in Brazil, see "Item 3. Legal Proceedings."

    Income Taxes

        We record valuation allowances to reduce our deferred tax assets to the amount that we are likely to realize. We consider projections of future taxable income and prudent tax planning strategies to assess the need for and the size of the valuation allowances. If we determine that we can realize a deferred tax asset in excess of our net recorded amount, we decrease the valuation allowance, thereby decreasing income tax expense. Conversely, if we determine that we are unable to realize all or part of our net deferred tax asset, we increase the valuation allowance, thereby increasing income tax expense.

        We apply a "more likely than not" threshold to the recognition and de-recognition of tax benefits. Accordingly we recognize the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement. The calculation of our uncertain tax positions involves uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations. Future changes in judgment related to the ultimate resolution of unrecognized tax benefits will affect the earnings in the quarter of such change. At December 31, 2016 and 2015, we had recorded uncertain tax positions of $130 million and $64 million, respectively, in our consolidated balance sheets. For additional information on income taxes, please refer to Note 13 of the consolidated financial statements.

    New Accounting Pronouncements

        See Note 1— Nature of Business, Basis of Presentation, and Significant Accounting Policies to our consolidated financial statements in this Annual Report on Form 10-K.

Item 7A.     Quantitative and Qualitative Disclosures About Market Risk

Risk Management

        As a result of our global operating and financing activities, we are exposed to changes in, among other things, agricultural commodity prices, transportation costs, foreign currency exchange rates, interest rates and energy costs which may affect our results of operations and financial position. We actively monitor and manage these various market risks associated with our business activities. Our risk management decisions take place in various locations but exposure limits are centrally set and monitored, operating under a global governance framework. We have a corporate risk management group which analyzes and monitors various risk exposures globally. Additionally, our Board of Directors' Finance and Risk Policy Committee oversees our global governance framework including all risk management policies and limits.

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        We use derivative instruments for the purpose of managing the exposures associated with commodity prices, transportation costs, foreign currency exchange rates, interest rates and energy costs and for positioning our overall portfolio relative to expected market movements in accordance with established policies and procedures. We enter into derivative instruments primarily with major financial institutions, commodity exchanges in the case of commodity futures and options, or approved exchange clearing shipping companies in the case of ocean freight. While these derivative instruments are subject to fluctuations in value, for hedged exposures those fluctuations are generally offset by the changes in fair value of the underlying exposures. The derivative instruments that we use for hedging purposes are intended to reduce the volatility on our results of operations; however, they can occasionally result in earnings volatility, which may be material. See Note 14 to the consolidated financial statements in this Annual Report on Form 10-K for a more detailed discussion of our use of derivative instruments.

Credit and Counterparty Risk

        Through our normal business activities, we are subject to significant credit and counterparty risks that arise through normal commercial sales and purchases, including forward commitments to buy or sell, and through various other OTC derivative instruments that we utilize to manage risks inherent in our business activities. We define credit and counterparty risk as a potential financial loss due to the failure of a counterparty to honor its obligations. The exposure is measured based upon several factors, including unpaid accounts receivable from counterparties and unrealized gains from OTC derivative instruments (including forward purchase and sale contracts). Credit and counterparty risk also includes sovereign credit risk. We actively monitor credit and counterparty risk through credit analysis by the local credit staff and review by various local and corporate committees which monitor counterparty performance. We record provisions for counterparty losses from time to time as a result of our credit and counterparty analysis.

        During periods of tight conditions in global credit markets, downturns in regional or global economic conditions, and/or significant price volatility, credit and counterparty risks are heightened. This increased risk is monitored through, among other things, increased communication with key counterparties, management reviews and specific focus on counterparties or groups of counterparties that we may determine as high risk. In addition, we have limited new credit extensions in certain cases and reduced our use of non-exchange cleared derivative instruments.

Commodities Risk

        We operate in many areas of the food industry, from agricultural raw materials to the production and sale of branded food products. As a result, we purchase and produce various materials, many of which are agricultural commodities, including: soybeans, soybean oil, soybean meal, softseeds (including sunflower seed, rapeseed and canola) and related oil and meal derived from them, wheat and corn. In addition, we grow and purchase sugarcane to produce sugar, ethanol and electricity. Agricultural commodities are subject to price fluctuations due to a number of unpredictable factors that may create price risk. As described above, we are also subject to the risk of counterparty non-performance under forward purchase or sale contracts. From time to time, we have experienced instances of counterparty non-performance, including as a result of significant declines in counterparty profitability under these contracts due to significant movements in commodity prices between the time the contracts were executed and the contractual forward delivery period.

        We enter into various derivative contracts with the primary objective of managing our exposure to adverse price movements in the agricultural commodities used and produced in our business operations. We have established policies that limit the amount of unhedged fixed price agricultural commodity positions permissible for our operating companies, which are generally a combination of volume and value-at-risk ("VaR") limits. We measure and review our net commodities position on a

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daily basis. Bunge also employs stress testing techniques in order to quantify its exposures to price and liquidity risks under non-normal or event driven market conditions.

        Our daily net agricultural commodity position consists of inventory, forward purchase and sale contracts, OTC and exchange traded derivative instruments, including those used to hedge portions of our production requirements. The fair value of that position is a summation of the fair values calculated for each agricultural commodity by valuing all of our commodity positions at quoted market prices for the period where available or utilizing a close proxy. VaR is calculated on the net position and monitored at the 95% confidence interval. In addition, scenario analysis and stress testing are performed. For example, one measure of market risk is estimated as the potential loss in fair value resulting from a hypothetical 10% adverse change in prices. The results of this analysis, which may differ from actual results, are as follows:

 
  Year Ended
December 31, 2016
  Year Ended
December 31, 2015
 
(US$ in millions)
  Fair Value   Market Risk   Fair Value   Market Risk  

Highest daily aggregated position value

  $ 1,207   $ (121 ) $ 642   $ (64 )

Lowest daily aggregated position value

    (682 )   (68 )   (950 )   (95 )

Ocean Freight Risk

        Ocean freight represents a significant portion of our operating costs. The market price for ocean freight varies depending on the supply and demand for ocean vessels, global economic conditions and other factors. We enter into time charter agreements for time on ocean freight vessels based on forecasted requirements for the purpose of transporting agricultural commodities. Our time charter agreements generally have terms ranging from two months to approximately seven years. We use financial derivatives, generally freight forward agreements, to hedge portions of our ocean freight costs. The ocean freight derivatives are included in other current assets and other current liabilities on the consolidated balance sheets at fair value.

Energy Risk

        We purchase various energy commodities such as electricity, natural gas and bunker fuel, that are used to operate our manufacturing facilities and ocean freight vessels. The energy commodities are subject to price risk. We use financial derivatives, including exchange traded and OTC swaps and options for various purposes, including to manage our exposure to volatility in energy costs. These energy derivatives are included in other current assets and other current liabilities on the consolidated balance sheets at fair value.

Currency Risk

        Our global operations require active participation in foreign exchange markets. Our primary foreign currency exposures are the Brazilian real , Canadian dollar , the e uro and other European currencies, the Argentine peso and the Chinese yuan/renminbi . To reduce the risk arising from foreign exchange rate fluctuations, we enter into derivative instruments, such as foreign currency forward contracts, swaps and options. The changes in market value of such contracts have a high correlation to the price changes in the related currency exposures. The potential loss in fair value for such net currency position resulting from a hypothetical 10% adverse change in foreign currency exchange rates as of December 31, 2016 was not material.

        When determining our exposure, we exclude intercompany loans that are deemed to be permanently invested. The repayments of permanently invested intercompany loans are not planned or anticipated in the foreseeable future and therefore, are treated as analogous to equity for accounting purposes. As a result, the foreign exchange gains and losses on these borrowings are excluded from the

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determination of net income and recorded as a component of accumulated other comprehensive income (loss) in the consolidated balance sheets. Included in other comprehensive income (loss) are foreign exchange losses of $257 million and $541 million for the years ended December 31, 2016 and 2015, respectively, related to permanently invested intercompany loans.

Interest Rate Risk

        We have debt in fixed and floating rate instruments. We are exposed to market risk due to changes in interest rates. We may enter into interest rate swap agreements to manage our interest rate exposure related to our debt portfolio.

        The aggregate fair value of our short and long-term debt, based on market yields at December 31, 2016, was $4,420 million with a carrying value of $4,264 million.

        A hypothetical 100 basis point increase in the interest yields on our senior note debt at December 31, 2016 would result in a decrease of approximately $22 million in the fair value of our debt. Similarly, a decrease of 100 basis points in the interest yields on our debt at December 31, 2016 would cause an increase of approximately $22 million in the fair value of our debt.

        A hypothetical 1% change in LIBOR would result in a change of approximately $36 million in our interest expense on our variable rate debt at December 31, 2016. Some of our variable rate debt is denominated in currencies other than in U.S. dollars and is indexed to non-U.S. dollar-based interest rate indices, such as EURIBOR and TJLP and certain benchmark rates in local bank markets. As such, the hypothetical 1% change in interest rate ignores the potential impact of any currency movements.

    Derivative Instruments

        Interest Rate Derivatives —Interest rate derivatives used by us as hedging instruments are recorded at fair value in the consolidated balance sheets with changes in fair value recorded contemporaneously in earnings. Certain of these swap agreements may be designated as fair value hedges. The carrying amount of the associated hedged debt is also adjusted through earnings for changes in the fair value arising from changes in benchmark interest rates. Ineffectiveness is recognized to the extent that these two adjustments do not offset. We may enter into interest rate swap agreements for the purpose of managing certain of our interest rate exposures. We may also enter into interest rate basis swap agreements that do not qualify as hedges for accounting purposes. Changes in fair value of such interest rate basis swap agreements are recorded in earnings.

        We recognized gains of approximately $3 million, $9 million and $12 million, respectively, as a reduction of interest expense in the consolidated statements of income, related to the amortization of deferred gains on termination of interest rate swap agreements for the years ended December 31, 2016, 2015 and 2014.

        Foreign Exchange Derivatives —We use a combination of foreign exchange forward, swap and option contracts in certain of our operations to mitigate the risk from exchange rate fluctuations in connection with certain commercial and balance sheet exposures. The foreign exchange forward swap and option contracts may be designated as cash flow hedges. We may also use net investment hedges to partially offset the translation adjustments arising from the remeasurement of our investment in certain of our foreign subsidiaries.

        We assess, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedge transactions are highly effective in offsetting changes in the hedged items.

        Commodity Derivatives —We use derivative instruments to primarily manage exposure to movements associated with agricultural commodity prices. We generally use exchange traded futures and options contracts to minimize the effects of changes in the prices of agricultural commodities on agricultural commodity inventories and forward purchase and sale contracts, but may also from time to

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time enter into OTC commodity transactions, including swaps, which are settled in cash at maturity or termination based on exchange-quoted futures prices. Changes in fair values of exchange traded futures contracts representing the unrealized gains and/or losses on these instruments are settled daily generally through our 100% owned futures clearing subsidiary. Forward purchase and sale contracts are primarily settled through delivery of agricultural commodities. While we consider these exchange traded futures and forward purchase and sale contracts to be effective economic hedges, we do not designate or account for the majority of our commodity contracts as hedges. Changes in fair values of these contracts and related RMI are included in cost of goods sold in the consolidated statements of income. The forward contracts require performance of both us and the contract counterparty in future periods. Contracts to purchase agricultural commodities generally relate to current or future crop years for delivery periods quoted by regulated commodity exchanges. Contracts for the sale of agricultural commodities generally do not extend beyond one future crop cycle.

        Ocean Freight Derivatives —We use derivative instruments referred to as freight forward agreements, or FFAs, and FFA options to hedge portions of our current and anticipated ocean freight costs. A portion of the ocean freight derivatives may be designated as fair value hedges of our firm commitments to purchase time on ocean freight vessels. Changes in the fair value of the ocean freight derivatives that are qualified, designated and highly effective as a fair value hedge, along with the gain or loss on the hedged firm commitments to purchase time on ocean freight vessels that is attributable to the hedged risk, are recorded in earnings. Changes in the fair values of ocean freight derivatives that are not designated as hedges are also recorded in earnings.

        Energy Derivatives —We use derivative instruments for various purposes including to manage our exposure to volatility in energy costs. Our operations use substantial amounts of energy, including natural gas, coal and fuel oil, including bunker fuel.

        For more information, see Note 14 to our consolidated financial statements included as part of this Annual Report on Form 10-K.

Item 8.     Financial Statements and Supplementary Data

        Our financial statements and related schedule required by this item are contained on pages F-1 through F-72 and on page E-1 of this Annual Report on Form 10-K. See Item 15(a) for a listing of financial statements provided.

Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        None.

Item 9A.     Controls and Procedures

Disclosure Controls and Procedures

        Disclosure controls and procedures are the controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including the principal executive and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

        As of December 31, 2016, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as that term is

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defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the fiscal year covered by this Annual Report on Form 10-K.

Management's Report on Internal Control over Financial Reporting

        Bunge Limited's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Bunge Limited's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. Generally Accepted Accounting Principles.

        Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of the end of the fiscal year covered by this annual report based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission or COSO.

        Based on this assessment, management concluded that Bunge Limited's internal control over financial reporting was effective as of the end of the fiscal year covered by this annual report.

        Deloitte & Touche LLP, the independent registered public accounting firm that has audited and reported on Bunge Limited's consolidated financial statements included in this annual report, has issued its written attestation report on Bunge Limited's internal control over financial reporting, which is included in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

        There has been no change in our internal control over financial reporting during the fourth fiscal quarter ended December 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

    Inherent Limitations on Effectiveness of Controls

        Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls may also be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Bunge Limited
White Plains, New York

        We have audited the internal control over financial reporting of Bunge Limited and subsidiaries (the "Company") as of December 31, 2016, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting . Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2016 of the Company and our report dated February 28, 2017 expressed an unqualified opinion on the consolidated financial statements and financial statement schedule.

/s/ Deloitte & Touche LLP

New York, New York
February 28, 2017

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Item 9B.     Other Information

        None.


PART III

        Information required by Items 10, 11, 12, 13 and 14 of Part III is omitted from this Annual Report on Form 10-K and will be filed in a definitive proxy statement for our 2017 Annual General Meeting of Shareholders.

Item 10.     Directors, Executive Officers, and Corporate Governance

        We will provide information that is responsive to this Item 10 in our definitive proxy statement for our 2017 Annual General Meeting of Shareholders under the captions "Election of Directors," "Section 16(a) Beneficial Ownership Reporting Compliance," "Corporate Governance—Board Meetings and Committees—Audit Committee," "Corporate Governance—Board Composition and Independence," "Audit Committee Report," "Corporate Governance—Corporate Governance Guidelines and Code of Conduct" and possibly elsewhere therein. That information is incorporated in this Item 10 by reference. The information required by this item with respect to our executive officers and key employees is found in Part I of this Annual Report on Form 10-K under the caption "Item 1. Business—Executive Officers and Key Employees of the Company," which information is incorporated herein by reference.

Item 11.     Executive Compensation

        We will provide information that is responsive to this Item 11 in our definitive proxy statement for our 2017 Annual General Meeting of Shareholders under the captions "Executive Compensation," "Director Compensation," "Compensation Committee Report," and possibly elsewhere therein. That information is incorporated in this Item 11 by reference.

Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

        We will provide information that is responsive to this Item 12 in our definitive proxy statement for our 2017 Annual General Meeting of Shareholders under the caption "Share Ownership of Directors, Executive Officers and Principal Shareholders" and possibly elsewhere therein. That information is incorporated in this Item 12 by reference. The information required by this item with respect to our equity compensation plan information is found in Part II of this Annual Report on Form 10-K under the caption "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Securities Authorized for Issuance Under Equity Compensation Plans," which information is incorporated herein by reference.

Item 13.     Certain Relationships and Related Transactions, and Director Independence

        We will provide information that is responsive to this Item 13 in our definitive proxy statement for our 2017 Annual General Meeting of Shareholders under the captions "Corporate Governance—Board Composition and Independence," "Certain Relationships and Related Party Transactions" and possibly elsewhere therein. That information is incorporated in this Item 13 by reference.

Item 14.     Principal Accounting Fees and Services

        We will provide information that is responsive to this Item 14 in our definitive proxy statement for our 2017 Annual General Meeting of Shareholders under the caption "Appointment of Independent Auditor" and possibly elsewhere therein. That information is incorporated in this Item 14 by reference.

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PART IV

Item 15.     Exhibits, Financial Statement Schedules

    a.
    (1) (2) Financial Statements and Financial Statement Schedules

      See "Index to Consolidated Financial Statements" on page F-1 and Financial Statement Schedule II—Valuation and Qualifying Accounts on page E-1 of this Annual Report on Form 10-K.

    a.
    (3) Exhibits

      The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Form 10-K.

      Certain of the agreements filed as exhibits to this Form 10-K contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement, which may have been included in the agreement for the purpose of allocating risk between the parties rather than establishing matters as facts and may have been qualified by disclosures that were made to the parties in connection with the negotiation of these agreements and not necessarily reflected in the agreements. Accordingly, the representations and warranties contained in these agreements may not describe the actual state of affairs of Bunge Limited or its subsidiaries as of the date that these representations and warranties were made or at any other time. Investors should not rely on these representations and warranties as statements of fact. Additional information about Bunge Limited and its subsidiaries may be found elsewhere in this Annual Report on Form 10-K and Bunge Limited's other public filings, which are available without charge through the SEC's website at www.sec.gov.

      See "Index to Exhibits" set forth below.

Exhibit
Number
  Description
  3.1   Memorandum of Association (incorporated by reference from the Registrant's Form F-1 (No. 333-65026) filed July 13, 2001)

 

3.2

 

Certificate of Deposit of Memorandum of Increase of Share Capital (incorporated by reference from the Registrant's Form 10-Q filed August 11, 2008)

 

3.3

*

Bye-laws, amended and restated as of May 25, 2016

 

4.1

 

Form of Common Share Certificate (incorporated by reference from the Registrant's Form 10-K filed March 3, 2008)

 

4.2

 

Certificate of Designation of 4.875% Cumulative Convertible Perpetual Preference Shares (incorporated by reference from the Registrant's Form 8-K filed November 20, 2006)

 

4.3

 

Form of 4.875% Cumulative Convertible Perpetual Preference Share Certificate (incorporated by reference from the Registrant's Form 8-K filed November 20, 2006)

 

4.4

 

The instruments defining the rights of holders of the long-term debt securities of Bunge and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Bunge hereby agrees to furnish copies of these instruments to the Securities and Exchange Commission upon request

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Exhibit
Number
  Description
  10.1   Fifth Amended and Restated Pooling Agreement, dated as of June 28, 2004, among Bunge Funding Inc., Bunge Management Services Inc., as Servicer, and The Bank of New York Mellon, as Trustee (incorporated by reference from the Registrant's Form 10-K filed February 27, 2012)

 

10.2

 

Fifth Amended and Restated Series 2000-1 Supplement, dated as of June 28, 2004, among Bunge Funding Inc., Bunge Management Services, Inc., as Servicer, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank International," New York Branch, as Letter of Credit Agent, JPMorgan Chase Bank, N.A., as Administrative Agent, The Bank of New York Mellon, as Collateral Agent and Trustee, and Bunge Asset Funding Corp., as Series 2000-1 Purchaser (incorporated by reference from the Registrant's Form 10-K filed February 27, 2012)

 

10.3

 

Twelfth Amended and Restated Liquidity Agreement, dated as of November 20, 2014, among Bunge Asset Funding Corp., the financial institutions party thereto, Citibank, N.A., as Syndication Agent, BNP Paribas and The Bank of Tokyo Mitsubishi UFJ, Ltd., as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference from the Registrant's Form 8-K filed November 24, 2014)

 

10.4

 

Annex X, dated as of November 20, 2014 (incorporated by reference from the Registrant's Form 8-K filed on November 24, 2014)

 

10.5

 

Eighth Amended and Restated Guaranty, dated as of November 20, 2014, by Bunge Limited, as Guarantor, to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank International," New York Branch, in its capacity as the letter of credit agent under the Letter of Credit Reimbursement Agreement for the benefit of the Letter of Credit Banks, JPMorgan Chase Bank, N.A., in its capacity as the administrative agent under the Liquidity Agreement, for the benefit of the Liquidity Banks and The Bank of New York Mellon (formerly known as The Bank of New York), in its capacity as collateral agent under the Security Agreement and as trustee under the Pooling Agreement (incorporated by reference from the Registrant's Form 8-K filed on November 24, 2014)

 

10.6

 

Facility Agreement, dated March 17, 2014, among Bunge Finance Europe B.V., as Borrower, ABN AMRO Bank N.V., BNP Paribas, ING Bank N.V., Lloyds Bank plc, The Royal Bank of Scotland plc, Citigroup Global Markets Limited, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, Industrial and Commercial Bank of China Ltd., New York Branch, Mizuho Bank, Ltd., Natixis, SG Americas Securities LLC, Standard Chartered Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Unicredit Bank AG, New York Branch, as Mandated Lead Arrangers, the financial institutions from time to time party thereto, and ABN AMRO Bank N.V., as Agent (incorporated by reference from the Registrant's Form 8-K filed on March 19, 2014)

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Exhibit
Number
  Description
  10.7   Amendment Agreement, dated August 10, 2015, relating to the Facility Agreement, dated March 17, 2014, among Bunge Finance Europe B.V., as Borrower, ABN AMRO Bank N.V., BNP Paribas, ING Bank N.V., Lloyds Bank plc, The Royal Bank of Scotland plc, Citigroup Global Markets Limited, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, Industrial and Commercial Bank of China Ltd., New York Branch, Mizuho Bank, Ltd., Natixis, SG Americas Securities LLC, Standard Chartered Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Unicredit Bank AG, New York Branch, as Mandated Lead Arrangers, the financial institutions from time to time party thereto, and ABN AMRO Bank N.V., as Agent (incorporated by reference from Registrant's Form 8-K filed on August 10, 2015)

 

10.8

 

Amended and Restated Guaranty, dated as of August 10, 2015, by Bunge Limited, as Guarantor, to ABN AMRO Bank N.V., as Agent (incorporated by reference from the Registrant's Form 8-K filed on August 10, 2015)

 

10.9

 

Revolving Credit Agreement, dated as of November 20, 2014, among Bunge Limited Finance Corp., as Borrower, Citibank, N.A., as Syndication Agent, BNP Paribas and The Bank of Tokyo Mitsubishi UFJ, Ltd., as Co-Documentation Agents, JPMorgan Chase Bank, N.A., as Administrative Agent, and certain lenders party thereto (incorporated by reference from the Registrant's Form 8-K filed on November 24, 2014)

 

10.10

 

Guaranty, dated as of November 20, 2014, by Bunge Limited, as Guarantor, to JPMorgan Chase Bank, N.A., as administrative agent under the Revolving Credit Agreement (incorporated by reference from the Registrant's Form 8-K filed on November 24, 2014)

 

10.11

 

Amended and Restated Credit Agreement, dated June 17, 2014, among Bunge Limited Finance Corp., as Borrower, CoBank ACB, as Administrative Agent and Lead Arranger, and certain lenders party thereto (incorporated by reference from the Registrant's Form 10-K filed on March 2, 2015)

 

10.12

 

Amended and Restated Guaranty, dated as of June 17, 2014, between Bunge Limited, as Guarantor, and CoBank ACB, as Administrative Agent (incorporated by reference from the Registrant's Form 10-K filed on March 2, 2015)

 

10.13

 

Eighth Amendment to and Restatement of the Receivables Transfer Agreement, dated May 26, 2016, among Bunge Securitization B.V., as Seller, Koninklijke Bunge B.V. (f/k/a Bunge Finance B.V.), as Master Servicer, the persons from time to time party thereto as Conduit Purchasers, the persons from time to time party thereto as Committed Purchasers, the persons from time to time party thereto as Purchaser Agents, Coöperatieve Rabobank U.A. (f/k/a Centrale Raiffeisen-Boerenleenbank B.A.), as Administrative Agent and Purchaser Agent, and Bunge Limited, as Performance Undertaking Provider (incorporated by reference from the Registrant's Form 10-Q filed on July 28, 2016)

 

10.14

 

Ninth Amendment to the Receivables Transfer Agreement, dated June 30, 2016, among Bunge Securitization B.V., as Seller, Koninklijke Bunge B.V., as Master Servicer, the persons from time to time party thereto as Conduit Purchasers, the persons from time to time party thereto as Committed Purchasers, the persons from time to time party thereto as Purchaser Agents, Coöperatieve Rabobank U.A., as Administrative Agent and Purchaser Agent, and Bunge Limited, as Performance Undertaking Provider (incorporated by reference from the Registrant's form 10-Q filed on July 28, 2016)

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Exhibit
Number
  Description
  10.15 * Tenth Amendment to the Receivables Transfer Agreement, dated October 11, 2016, among Bunge Securitization B.V., as Seller, Koninklijke Bunge B.V., as Master Servicer, the persons from time to time party thereto as Conduit Purchasers, the persons from time to time party thereto as Committed Purchasers, the persons from time to time party thereto as Purchaser Agents, Coöperatieve Rabobank U.A., as Administrative Agent and Purchaser Agent, and Bunge Limited, as Performance Undertaking Provider

 

10.16

*

Amendment to and Restatement of the Servicing Agreement, dated May 26, 2016, among Bunge Securitization B.V., as Seller, Bunge North America Capital, Inc., as U.S. Intermediate Transferor, Coöperatieve Rabobank U.A., as Italian Intermediate Transferor, Koninklijke Bunge B.V., as Master Servicer, the persons named therein as Sub-Servicers, and Coöperatieve Rabobank U.A., as Administrative Agent

 

10.17

 

Performance and Indemnity Agreement, dated June 1, 2011, between Bunge Limited, as Performance Undertaking Provider and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., as Administrative Agent (incorporated by reference from the Registrant's Form 10-Q filed on August 9, 2011)

 

10.18

 

First Amendment to Performance and Indemnity Agreement, dated May 24, 2012, between Bunge Limited, as Performance Undertaking Provider and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., as Administrative Agent (incorporated by reference from the Registrant's Form 10-Q filed on August 1, 2012)

 

10.19

 

Subordinated Loan Agreement, dated June 1, 2011, among Bunge Finance B.V., as Subordinated Lender, Bunge Securitization B.V., as Seller, Bunge Finance B.V., as Master Servicer, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., as Administrative Agent (incorporated by reference from the Registrant's Form 10-Q filed on August 9, 2011)

 

++10.20

 

U.S. Receivables Purchase Agreement, dated June 1, 2011, among Bunge North America, Inc., Bunge Oils, Inc., Bunge North America (East), LLC, Bunge Milling, Inc., Bunge North America (OPD West),  Inc., each as a Seller, respectively, Bunge Finance B.V., as Seller Agent, and Bunge North America Capital, Inc., as the Buyer (incorporated by reference from the Registrant's Form 10-Q filed on August 9, 2011)

 

10.21

 

First Amendment to U.S. Receivables Purchase Agreement, dated June 15, 2012, among Bunge North America, Inc., Bunge Oils, Inc., Bunge North America (East), LLC, Bunge Milling, Inc., Bunge North America (OPD West), Inc., each as a Seller, respectively, Bunge Finance B.V., as Seller Agent, and Bunge North America Capital, Inc., as the Buyer (incorporated by reference from the Registrant's Form 10-Q filed on August 1, 2012)

 

10.22*

 

Second Amendment to the U.S. Receivables Purchase Agreement, dated June 30, 2016, among Bunge North America, Inc., Bunge Oils, Inc., Bunge North America (East), LLC, Bunge Milling, Inc., Bunge North America (OPD West), Inc., each as a Seller, respectively, Koninklijke Bunge B.V., as Seller Agent, Bunge North America Capital, Inc., as the Buyer, and Coöperatieve Rabobank U.A., as Administrative Agent

 

++10.23

 

U.S. Intermediate Transfer Agreement, dated June 1, 2011, among Bunge North America Capital, Inc., as the Transferor, Bunge Finance B.V., as the Transferor Agent, and Bunge Securitization B.V., as the Transferee (incorporated by reference from the Registrant's Form 10-Q filed on August 9, 2011)

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Exhibit
Number
  Description
  10.24   First Amendment to U.S. Intermediate Transfer Agreement, dated June 15, 2012, among Bunge North America Capital, Inc., as the Transferor, Bunge Finance B.V., as the Transferor Agent, and Bunge Securitization B.V., as the Transferee (incorporated by reference from the Registrant's Form 10-Q filed on August 1, 2012)

 

10.25

 

Bunge Limited Equity Incentive Plan (Amended and Restated as of December 31, 2008) (incorporated by reference from the Registrant's Form 10-K filed March 2, 2009)

 

10.26

 

Form of Nonqualified Stock Option Award Agreement (effective as of 2005) under the Bunge Limited Equity Incentive Plan (incorporated by reference from the Registrant's Form 10-K filed March 15, 2006)

 

10.27

 

Bunge Limited 2009 Equity Incentive Plan (incorporated by reference from the Registrant's Definitive Proxy Statement filed April 11, 2014)

 

10.28

 

Form of Nonqualified Stock Option Award Agreement under the 2009 Bunge Limited Equity Incentive Plan (incorporated by reference from the Registrant's Form 10-K filed March 1, 2011)

 

10.29

 

Form of Restricted Stock Unit Award Agreement under the 2009 Bunge Limited Equity Incentive Plan (incorporated by reference from the Registrant's Form 10-K filed March 1, 2011)

 

10.30

 

Form of Performance Based Restricted Stock Unit-Target EPS Award Agreement under the 2009 Bunge Limited Equity Incentive Plan (incorporated by reference from the Registrant's Form 10-K filed March 1, 2011)

 

10.31

 

Bunge Limited 2016 Equity Incentive Plan (incorporated by reference from the Registrant's Definitive Proxy Statement filed April 15, 2016)

 

10.32

*

Form of Global Stock Option Agreement under the 2016 Bunge Limited Equity Incentive Plan

 

10.33

*

Form of Global Restricted Stock Unit Agreement under the 2016 Bunge Limited Equity Incentive Plan (for RSUs subject to pro rata vesting)

 

10.34

*

Form of Global Restricted Stock Unit Agreement under the 2016 Bunge Limited Equity Incentive Plan (for RSUs subject to cliff vesting)

 

10.35

*

Form of Global Performance Unit Agreement under the 2016 Bunge Limited Equity Incentive Plan

 

10.36

 

Bunge Limited Non-Employee Directors' Equity Incentive Plan (Amended and Restated as of February 25, 2005) (incorporated by reference from the Registrant's Form 10-K filed March 16, 2005)

 

10.37

 

Bunge Limited 2007 Non-Employee Directors' Equity Incentive Plan (Amended and Restated as of December 31, 2008) (incorporated by reference from the Registrant's Form 10-K filed March 2, 2009)

 

10.38

 

Form of Deferred Restricted Stock Unit Award Agreement (effective as of 2007) under the Bunge Limited 2007 Non-Employee Directors' Equity Incentive Plan (incorporated by reference from the Registrant's Form 10-K filed March 3, 2008)

 

10.39

 

Form of Restricted Stock Unit Award Agreement under the Bunge Limited 2007 Non-Employee Directors' Equity Incentive Plan (incorporated by reference from the Registrant's Form 10-K filed March 1, 2010)

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Exhibit
Number
  Description
  10.40   Form of Nonqualified Stock Option Award Agreement (effective as of 2005) under the Bunge Limited Non-Employee Directors' Equity Incentive Plan (incorporated by reference from the Registrant's Form 10-K filed March 15, 2006)

 

10.41

 

Bunge Limited Deferred Compensation Plan for Non-Employee Directors (Amended and Restated as of December 31, 2008) (incorporated by reference from the Registrant's Form 10-K filed March 2, 2009)

 

10.42

 

Bunge Excess Benefit Plan (Amended and Restated as of January 1, 2009) (incorporated by reference from the Registrant's Form 10-K filed March 2, 2009)

 

10.43

 

Bunge Excess Contribution Plan (Amended and Restated as of January 1, 2009) (incorporated by reference from the Registrant's Form 10-K filed March 2, 2009)

 

10.44

 

Bunge U.S. SERP (Amended and Restated as of January 1, 2011) (incorporated by reference from the Registrant's Form 10-K filed March 1, 2011)

 

10.45

 

Bunge Limited Employee Deferred Compensation Plan (effective January 1, 2008) (incorporated by reference from the Registrant's Form 10-K filed March 2, 2009)

 

10.46

 

Bunge Limited Annual Incentive Plan (effective January 1, 2011) (incorporated by reference from the Registrant's Definitive Proxy Statement filed April 16, 2010)

 

10.47

 

Description of Non-Employee Directors' Compensation (effective as of January 1, 2014)

 

10.48

 

Offer Letter, amended and restated as of December 31, 2008, for Andrew J. Burke (incorporated by reference from the Registrant's Form 10-K filed March 2, 2009)

 

10.49

 

Compensation Letter to Andrew J. Burke, dated August 3, 2011 (incorporated by reference from the Registrant's Form 10-Q filed on August 9, 2011)

 

10.50

 

Offer Letter, dated as of June 14, 2011, for Gordon Hardie (incorporated by reference from the Registrant's Form 10-Q filed on August 9, 2011)

 

10.51

 

Offer Letter, dated as of September 24, 2010, for Raul Padilla (incorporated by reference from the Registrant's Form 10-Q filed on November 9, 2011)

 

10.52

 

Employment Agreement, dated as of February 6, 2013, between Bunge Limited and Soren Schroder (incorporated by reference from the Registrant's Form 8-K filed February 7, 2013)

 

10.53

*

Offer Letter, dated as of April 11, 2014 for Brian Thomsen

 

10.54

*

Offer Letter, dated as of December 7, 2016, for Thomas Boehlert

 

12.1

*

Computation of Ratio of Earnings to Fixed Charges

 

21.1

*

Subsidiaries of the Registrant

 

23.1

*

Consent of Deloitte & Touche LLP

 

31.1

*

Certification of Bunge Limited's Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act

 

31.2

*

Certification of Bunge Limited's Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act

 

32.1

*

Certification of Bunge Limited's Chief Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act

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Exhibit
Number
  Description
  32.2 * Certification of Bunge Limited's Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act

 

101

*

The following financial information from Bunge Limited's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Shareholders' Equity, (v) the Notes to the Consolidated Financial Statements and (vi) Schedule II—Valuation and Qualifying Accounts

*
Filed herewith.

++
Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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BUNGE LIMITED
Schedule II—Valuation and Qualifying Accounts
(US$ in millions)

Description
  Balance at
beginning of
period
  Charged to
costs and
expenses
  Charged to
other
accounts (b)
  Deductions
from reserves
  Balance at
end of period
 

FOR THE YEAR ENDED
DECEMBER 31, 2014

                               

Allowances for doubtful accounts (a)

  $ 283     71     (23 )   (84) (c) $ 247  

Allowances for secured advances to suppliers

  $ 75     9     (7 )   (16 ) $ 61  

Allowances for recoverable taxes

  $ 70     7     (14 )   (20 ) $ 43  

Income tax valuation allowances

  $ 1,048     76     (46) (d)     $ 1,078  

FOR THE YEAR ENDED
DECEMBER 31, 2015

                               

Allowances for doubtful accounts (a)

  $ 247     64     (47 )   (54) (c) $ 210  

Allowances for secured advances to suppliers

  $ 61     11     (21 )   (9 ) $ 42  

Allowances for recoverable taxes

  $ 43     7     (16 )   (2 ) $ 32  

Income tax valuation allowances

  $ 1,078     44     (324) (d)     $ 798  

FOR THE YEAR ENDED
DECEMBER 31, 2016

                               

Allowances for doubtful accounts (a)

  $ 210     45     15     (58) (c) $ 212  

Allowances for secured advances to suppliers

  $ 42     1     9     (2 ) $ 50  

Allowances for recoverable taxes

  $ 32     162     1     (160 ) $ 35  

Income tax valuation allowances

  $ 798     (44 )   85 (d)     $ 839  

(a)
This includes an allowance for doubtful accounts for current and non-current trade accounts receivables.

(b)
This consists primarily of foreign exchange translation adjustments.

(c)
Such amounts include write-offs of uncollectible accounts and recoveries.

(d)
Includes primarily cumulative translation adjustments.

E-1


Table of Contents


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

F-1


Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Bunge Limited
White Plains, New York

        We have audited the accompanying consolidated balance sheets of Bunge Limited and subsidiaries (the "Company") as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income (loss), changes in equity and redeemable noncontrolling interests, and cash flows for each of the three years in the period ended December 31, 2016. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and the financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Bunge Limited and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2017 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ Deloitte & Touche LLP    

New York, New York
February 28, 2017

 

 

F-2


Table of Contents


PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS


BUNGE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(U.S. dollars in millions, except per share data)

 
  Year Ended December 31,  
 
  2016   2015   2014  

Net sales

  $ 42,679   $ 43,455   $ 57,161  

Cost of goods sold

    (40,269 )   (40,762 )   (54,540 )

Gross profit

    2,410     2,693     2,621  

Selling, general and administrative expenses

    (1,286 )   (1,435 )   (1,691 )

Interest income

    51     43     87  

Interest expense

    (234 )   (258 )   (347 )

Foreign exchange gains (losses)

    (8 )   (8 )   47  

Other income (expense)—net

    12     (18 )   17  

Gain on disposition of equity interests and sale of assets

    122     47      

Equity investment impairments

    (59 )        

Goodwill and intangible impairments

    (12 )   (13 )    

Income (loss) from continuing operations before income tax

    996     1,051     734  

Income tax (expense)

    (220 )   (296 )   (249 )

Income (loss) from continuing operations

    776     755     485  

Income (loss) from discontinued operations, net of tax

    (9 )   35     32  

Net income (loss)

    767     790     517  

Net loss (income) attributable to noncontrolling interests

    (22 )   1     (2 )

Net income (loss) attributable to Bunge

    745     791     515  

Convertible preference share dividends and other obligations

    (36 )   (53 )   (48 )

Net income (loss) available to Bunge common shareholders

  $ 709   $ 738   $ 467  

Earnings per common share—basic (Note 23)

                   

Net income (loss) from continuing operations

  $ 5.13   $ 4.90   $ 2.98  

Net income (loss) from discontinued operations

    (0.06 )   0.24     0.22  

Net income (loss) to Bunge common shareholders

  $ 5.07   $ 5.14   $ 3.20  

Earnings per common share—diluted (Note 23)

                   

Net income (loss) from continuing operations

  $ 5.07   $ 4.84   $ 2.96  

Net income (loss) from discontinued operations

    (0.06 )   0.23     0.21  

Net income (loss) to Bunge common shareholders

  $ 5.01   $ 5.07   $ 3.17  

   

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents


BUNGE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(U.S. dollars in millions)

 
  Year Ended
December 31,
 
 
  2016   2015   2014  

Net income (loss)

  $ 767   $ 790   $ 517  

Other comprehensive income (loss):

                   

Foreign exchange translation adjustment

    713     (2,550 )   (1,419 )

Unrealized gains (losses) on designated cash flow and net investment hedges, net of tax (expense) benefit of nil, nil and nil

    (305 )   147     21  

Unrealized gains (losses) on investments, net of tax (expense) benefit of nil, nil and $2

            (2 )

Reclassification of realized net losses (gains) to net income, net of tax expense (benefit) of nil, nil and nil

    (11 )   77     (9 )

Pension adjustment, net of tax (expense) benefit of $4, $1 and $32

    (11 )   20     (85 )

Total other comprehensive income (loss)

    386     (2,306 )   (1,494 )

Total comprehensive income (loss)

    1,153     (1,516 )   (977 )

Less: comprehensive (income) loss attributable to noncontrolling interest          

    (26 )   5     6  

Total comprehensive income (loss) attributable to Bunge

  $ 1,127   $ (1,511 ) $ (971 )

   

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents


BUNGE LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in millions, except share data)

 
  December 31,
2016
  December 31,
2015
 

ASSETS

             

Current assets:

             

Cash and cash equivalents

  $ 934   $ 411  

Time deposits under trade structured finance program (Note 3)

    64     325  

Trade accounts receivable (less allowances of $122 and $125) (Note 17)

    1,676     1,607  

Inventories (Note 4)

    4,773     4,466  

Deferred income taxes (Note 13)

        208  

Other current assets (Note 5)

    3,645     3,899  

Total current assets

    11,092     10,916  

Property, plant and equipment, net (Note 6)

   
5,099
   
4,736
 

Goodwill (Note 7)

    373     418  

Other intangible assets, net (Note 8)

    336     326  

Investments in affiliates (Note 10)

    373     329  

Deferred income taxes (Note 13)

    524     417  

Time deposits under trade structured finance program (Note 3)

    464      

Other non-current assets (Note 11)

    927     772  

Total assets

  $ 19,188   $ 17,914  

LIABILITIES AND EQUITY

             

Current liabilities:

             

Short-term debt (Note 15)

  $ 257   $ 648  

Current portion of long-term debt (Note 16)

    938     869  

Letter of credit obligations under trade structured finance program (Note 3)

    528     325  

Trade accounts payable

    3,485     2,675  

Deferred income taxes (Note 13)

        60  

Other current liabilities (Note 12)

    2,476     2,763  

Total current liabilities

    7,684     7,340  

Long-term debt (Note 16)

    3,069     2,926  

Deferred income taxes (Note 13)

    239     209  

Other non-current liabilities

    853     750  

Commitments and contingencies (Note 20)

             

Redeemable noncontrolling interests (Note 21)

        37  

Equity (Note 22):

             

Convertible perpetual preference shares, par value $.01; authorized, issued and outstanding:

             

2016 and 2015—6,900,000 shares (liquidation preference $100 per share)

    690     690  

Common shares, par value $.01; authorized—400,000,000 shares; issued and outstanding:

             

2016—139,500,862 shares, 2015—142,483,467 shares

    1     1  

Additional paid-in capital

    5,143     5,105  

Retained earnings

    8,208     7,725  

Accumulated other comprehensive income (loss) (Note 22)

    (5,978 )   (6,360 )

Treasury shares, at cost—2016—12,882,313 and 2015—9,586,083 shares, respectively

    (920 )   (720 )

Total Bunge shareholders' equity

    7,144     6,441  

Noncontrolling interests

    199     211  

Total equity

    7,343     6,652  

Total liabilities and equity

  $ 19,188   $ 17,914  

   

The accompanying notes are an integral part of these consolidated financial statements.

F-5


Table of Contents


BUNGE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in millions)

 
  Year Ended
December 31,
 
 
  2016   2015   2014  

OPERATING ACTIVITIES

                   

Net income

  $ 767   $ 790   $ 517  

Adjustments to reconcile net income to cash provided by (used for) operating activities:

                   

Impairment charges

    87     57     130  

Foreign exchange loss (gain) on debt

    80     (213 )   (215 )

Gain on disposition of equity interest of operations

    (122 )   (47 )    

Bad debt expense

    13     35     30  

Depreciation, depletion and amortization

    547     545     607  

Share-based compensation expense

    44     46     49  

Deferred income tax expense/(benefit)

    126     16     (90 )

Other, net

    15     (26 )   (76 )

Changes in operating assets and liabilities, excluding the effects of acquisitions:

                   

Trade accounts receivable

    (131 )   (97 )   108  

Inventories

    (269 )   314     (161 )

Secured advances to suppliers

    38     (397 )   21  

Trade accounts payable

    708     (88 )   (100 )

Advances on sales

    36     22     78  

Net unrealized gain/loss on derivative contracts

    (84 )   (16 )   237  

Margin deposits

    199     (154 )   (22 )

Recoverable and income taxes, net

    (178 )   (36 )   (59 )

Accrued liabilities

    (148 )   (7 )   367  

Other, net

    176     (134 )   (22 )

Cash provided by (used for) operating activities

    1,904     610     1,399  

INVESTING ACTIVITIES

                   

Payments made for capital expenditures

    (784 )   (649 )   (839 )

Acquisitions of businesses (net of cash acquired)

    (34 )   (347 )   (39 )

Proceeds from investments

    802     295     282  

Payments for investments

    (553 )   (235 )   (196 )

Settlement of net investment hedges

    (375 )   203      

Proceeds from disposals of property, plant and equipment

    27     13     22  

Change in restricted cash

    (2 )   1     101  

Proceeds from sale of grain assets in Canada and investments in affiliates

        88      

Payments for investments in affiliates

    (40 )   (167 )   (57 )

Other, net

    33     (4 )   41  

Cash provided by (used for) investing activities

    (926 )   (802 )   (685 )

FINANCING ACTIVITIES

                   

Net change in short-term debt with maturities of 90 days or less

    (206 )   (176 )   (134 )

Proceeds from short-term debt with maturities greater than 90 days

    428     713     863  

Repayments of short-term debt with maturities greater than 90 days

    (477 )   (350 )   (667 )

Proceeds from long-term debt

    10,396     9,354     13,014  

Repayments of long-term debt

    (10,080 )   (8,659 )   (13,667 )

Proceeds from sale of common shares

        25     74  

Repurchases of common shares

    (200 )   (300 )   (300 )

Dividends paid to preference shareholders

    (34 )   (34 )   (34 )

Dividends paid to common shareholders

    (223 )   (207 )   (187 )

Dividends paid to noncontrolling interests

    (25 )   (8 )   (9 )

Capital contributions (return of capital) from noncontrolling interests, net

    (10 )   (13 )   6  

Acquisition of noncontrolling interest

    (39 )        

Other, net

    (18 )   15     (17 )

Cash provided by (used for) financing activities

    (488 )   360     (1,058 )

Effect of exchange rate changes on cash and cash equivalents

    33     (119 )   (36 )

Net increase (decrease) in cash and cash equivalents

    523     49     (380 )

Cash and cash equivalents, beginning of period

    411     362     742  

Cash and cash equivalents, end of period

  $ 934   $ 411   $ 362  

   

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents


BUNGE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

(U.S. dollars in millions, except share data)

 
   
   
  Convertible
Preference Shares
   
   
   
   
   
   
   
   
 
 
  Redeemable
Non-
Controlling
Interests
   
  Common Shares    
   
  Accumulated
Other
Comprehensive
Income (Loss)
   
   
   
 
 
   
  Additional
Paid-in
Capital
  Retained
Earnings
  Treasury
Shares
  Non-
Controlling
Interests
  Total
Equity
 
 
   
  Shares   Amount   Shares   Amount  

Balance, January 1, 2014

  $ 37         6,900,000   $ 690     147,796,784   $ 1   $ 4,967   $ 6,891   $ (2,572 ) $ (120 ) $ 231   $ 10,088  

Net income (loss)

    (9 )                           515             2     517  

Accretion of noncontrolling interest

    14                         (14 )                   (14 )

Other comprehensive income (loss)

    (5 )                               (1,486 )       (8 )   (1,494 )

Dividends on common shares

                                (192 )               (192 )

Dividends on preference shares

                                (34 )               (34 )

Dividends to noncontrolling interests on subsidiary common stock

                                            (10 )   (10 )

Acquisition of Noncontrolling interest

                            (23 )               29     6  

Share-based compensation expense

                            49                     49  

Repurchase of common shares

                    (3,780,987 )                   (300 )       (300 )

Issuance of common shares

                    1,687,401         74                     74  

Balance, December 31, 2014

  $ 37         6,900,000   $ 690     145,703,198   $ 1   $ 5,053   $ 7,180   $ (4,058 ) $ (420 ) $ 244   $ 8,690  

Net income (loss)

    (14 )                           791             (1 )   790  

Accretion of noncontrolling interests

    19                         (19 )                   (19 )

Other comprehensive income (loss)

    (5 )                               (2,302 )       (4 )   (2,306 )

Dividends on common shares

                                (212 )               (212 )

Dividends on preference shares

                                (34 )               (34 )

Dividends to noncontrolling interests on subsidiary common stock

                                            (9 )   (9 )

Return of capital to noncontrolling interests

                                            (19 )   (19 )

Share-based compensation expense

                            46                     46  

Repurchase of common shares

                    (3,871,810 )                   (300 )       (300 )

Issuance of common shares

                    652,079         25                     25  

Balance, December 31, 2015

  $ 37         6,900,000   $ 690     142,483,467   $ 1   $ 5,105   $ 7,725   $ (6,360 ) $ (720 ) $ 211   $ 6,652  

Net income (loss)

    1                             745             22     767  

Accretion of noncontrolling interests

    2                         (2 )                   (2 )

Other comprehensive income (loss)

    (1 )                               382         4     386  

Dividends on common shares

                                (228 )               (228 )

Dividends on preference shares

                                (34 )               (34 )

Dividends to noncontrolling interests on subsidiary common stock

                                            (25 )   (25 )

Noncontrolling decrease from redemption

                                              (6 )   (6 )

Acquisition of Noncontrolling interest

    (39 )                       (2 )               19     17  

Deconsolidation of a subsidiary

                                            (26 )   (26 )

Share-based compensation expense

                            44                     44  

Repurchase of common shares

                    (3,296,230 )                   (200 )       (200 )

Issuance of common shares

                    313,625         (2 )                   (2 )

Balance, December 31, 2016

  $         6,900,000   $ 690     139,500,862   $ 1   $ 5,143   $ 8,208   $ (5,978 ) $ (920 ) $ 199   $ 7,343  

   

The accompanying notes are an integral part of these consolidated financial statements.

F-7


Table of Contents


BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES

        Description of Business —Bunge Limited, a Bermuda holding company, together with its consolidated subsidiaries and variable interest entities ("VIEs") in which it is considered the primary beneficiary, through which its businesses are conducted (collectively "Bunge"), is an integrated, global Agribusiness and Food company. Bunge's common shares trade on the New York Stock Exchange under the ticker symbol "BG." Bunge operates in four principal business areas, which include five reportable segments: Agribusiness, Edible Oil Products, Milling Products, Sugar and Bioenergy and Fertilizer.

        Agribusiness —Bunge's Agribusiness segment is an integrated business involved in the purchase, storage, transport, processing and sale of agricultural commodities and commodity products. Bunge's agribusiness operations and assets are located in North America, South America, Europe and Asia-Pacific with merchandising and distribution offices throughout the world.

        Bunge's Agribusiness segment also participates in related financial activities, such as offering trade structured finance, which leverages its international trade flows, providing risk management services to customers by assisting them with managing price exposure to agricultural commodities, proprietary trading of foreign exchange and other financial instruments and developing private investment vehicles to invest in businesses complementary to Bunge's commodities operations.

        Edible Oil products —Bunge's Edible Oil Products segment produces and sells edible oil products, such as packaged and bulk oils, shortenings, margarine, mayonnaise and other products derived from the vegetable oil refining process. Bunge's edible oil products operations are located in North America, South America, Europe and Asia-Pacific.

        Milling products —Bunge's Milling Products segment includes wheat, corn and rice milling businesses, which purchase wheat, corn and rice directly from farmers and dealers and process them into milled products for food processors, bakeries, brewers, snack food producers and other customers. Bunge's wheat milling activities are primarily in Mexico and Brazil. Corn and rice milling activities are in the United States and Mexico.

        Sugar and Bioenergy —Bunge's Sugar and Bioenergy segment includes its global sugar merchandising and distribution activities, sugar and ethanol production in Brazil, and ethanol production investments. This segment is an integrated business involved in the growing and harvesting of sugarcane from land owned or managed through agricultural partnership agreements and additional sourcing of sugarcane from third parties to be processed at its eight mills in Brazil to produce sugar, ethanol and electricity. The Sugar and Bioenergy segment is also a merchandiser and distributor of sugar and ethanol within Brazil and a global merchandiser and distributor of sugar through its global trading offices. In addition, the segment includes investments in corn-based ethanol producers in the United States and Argentina.

        Fertilizer —Bunge's Fertilizer segment operates primarily as a producer and blender of NPK (nitrogen, phosphate and potassium) fertilizer formulas, including phosphate-based liquid and solid nitrogen fertilizers through its operations in Argentina to farmers and distributors in Argentina. This segment also includes the operations of fertilizer ports in Brazil and Argentina.

        Basis of Presentation —The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP").

F-8


Table of Contents


BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. NATURE OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Discontinued Operations —In determining whether a disposal group should be presented as discontinued operations, Bunge makes a determination of whether such a group being disposed of comprises a component of the entity, or a group of components of the entity, that represents a strategic shift that has, or will have, a major effect on the reporting entity's operations and financial results. If these determinations are made affirmatively, the results of operations of the group being disposed of (as well as any gain or loss on the disposal transaction) are aggregated for separate presentation apart from the continuing operations of the Company for all periods presented in the consolidated financial statements.

        Principles of Consolidation —The accompanying consolidated financial statements include the accounts of Bunge, its subsidiaries and VIEs in which Bunge is considered to be the primary beneficiary, and as a result, include the assets, liabilities, revenues and expenses of all entities over which Bunge exercises control. Equity investments in which Bunge has the ability to exercise significant influence but does not control are accounted for by the equity method of accounting. Investments in which Bunge does not exercise significant influence are accounted for by the cost method of accounting. Intercompany accounts and transactions are eliminated. Bunge consolidates VIEs in which it is considered to be the primary beneficiary and reconsiders such conclusion at each reporting period. An enterprise is determined to be the primary beneficiary if it has a controlling financial interest under U.S. GAAP, defined as (a) the power to direct the activities of a VIE that most significantly impact the VIE's business and (b) the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE's operations. Performance of that analysis requires the exercise of judgment.

        Noncontrolling interests in subsidiaries related to Bunge's ownership interests of less than 100% are reported as noncontrolling interests in the consolidated balance sheets. The noncontrolling ownership interests in Bunge's earnings, net of tax, is reported as net (income) loss attributable to noncontrolling interests in the consolidated statements of income.

        Reclassifications —Certain prior year amounts have been reclassified to conform to current year presentation.

        Use of Estimates —The preparation of consolidated financial statements in conformity with U.S. GAAP requires the application of accounting policies that often require management to make substantial judgment or estimation in their application. These judgments and estimations may significantly affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. They may also affect reported amounts of revenues and expenses. Actual results could differ from those estimates.

        Translation of Foreign Currency Financial Statements —Bunge's reporting currency is the U.S. dollar. The functional currency of the majority of Bunge's foreign subsidiaries is their local currency and, as such, amounts included in the consolidated statements of income, comprehensive income (loss), cash flows and changes in equity are translated using average exchange rates during each period. Assets and liabilities are translated at period-end exchange rates and resulting foreign exchange translation adjustments are recorded in the consolidated balance sheets as a component of accumulated other comprehensive income (loss).

F-9


Table of Contents


BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. NATURE OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Foreign Currency Transactions —Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured into their respective functional currencies at exchange rates in effect at the balance sheet date. The resulting exchange gain or loss is included in Bunge's consolidated statements of income as foreign exchange gain (loss) unless the remeasurement gain or loss relates to an intercompany transaction that is of a long-term investment nature and for which settlement is not planned or anticipated in the foreseeable future. Gains or losses arising from translation of such transactions are reported as a component of accumulated other comprehensive income (loss) in Bunge's consolidated balance sheets.

        Cash and Cash Equivalents —Cash and cash equivalents include time deposits and readily marketable securities with original maturity dates of three months or less at the time of acquisition.

        Trade Accounts Receivable and Secured Advances to Suppliers —Trade accounts receivable and secured advances to suppliers are stated at their historical carrying amounts net of write-offs and allowances for uncollectible accounts. Bunge establishes an allowance for uncollectible trade accounts receivable and secured advances to farmers based on historical experience, farming economics and other market conditions as well as specific customer collection issues. Uncollectible accounts are written off when a settlement is reached for an amount below the outstanding historical balance or when Bunge has determined that collection is unlikely.

        Secured advances to suppliers bear interest at contractual rates which reflect current market interest rates at the time of the transaction. There are no deferred fees or costs associated with these receivables. As a result, there are no imputed interest amounts to be amortized under the interest method. Interest income is calculated based on the terms of the individual agreements and is recognized on an accrual basis.

        Bunge follows accounting guidance on the disclosure of the credit quality of financing receivables and the allowance for credit losses, which requires information to be disclosed at disaggregated levels, defined as portfolio segments and classes.

        Under this guidance, a class of receivables is considered impaired, based on current information and events, if Bunge determines it probable that all amounts due under the original terms of the receivable will not be collected. Recognition of interest income is suspended once the farmer defaults on the originally scheduled delivery of agricultural commodities as the collection of future income is determined not to be probable. No additional interest income is accrued from the point of default until ultimate recovery, at which time amounts collected are credited first against the receivable and then to any unrecognized interest income.

        Inventories —Readily marketable inventories ("RMI") are agricultural commodity inventories, such as soybeans, soybean meal, soybean oil, corn and wheat that are readily convertible to cash because of their commodity characteristics, widely available markets and international pricing mechanisms. All of Bunge's RMI are valued at fair value. These agricultural commodity inventories have quoted market prices in active markets, may be sold without significant further processing and have predictable and insignificant disposal costs. Changes in the fair values of merchandisable agricultural commodities inventories are recognized in earnings as a component of cost of goods sold.

F-10


Table of Contents


BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. NATURE OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Inventories other than RMI are stated at the lower of cost or market by inventory product class. Cost is determined using primarily the weighted-average cost method.

        Derivative Instruments and Hedging Activities —Bunge enters into derivative instruments to manage its exposure to movements associated with agricultural commodity prices, transportation costs, foreign currency exchange rates, interest rates and energy costs. Bunge's use of these instruments is generally intended to mitigate the exposure to market variables (see Note 14).

        Generally, derivative instruments are recorded at fair value in other current assets or other current liabilities in Bunge's consolidated balance sheets. Bunge assesses, both at the inception of a hedge and on an ongoing basis, whether any derivatives designated as hedges are highly effective in offsetting changes in the hedged items. The effective and ineffective portions of changes in fair values of derivative instruments designated as fair value hedges, along with the gains or losses on the related hedged items are recorded in earnings in the consolidated statements of income in the same caption as the hedged items. The effective portion of changes in fair values of derivative instruments that are designated as cash flow hedges are recorded in accumulated other comprehensive income (loss) and are reclassified to earnings when the hedged cash flows affect earnings or when the hedge is no longer considered to be effective. The ineffective portion of cash flow hedges is recorded in earnings. In addition, Bunge may designate certain derivative instruments as net investment hedges to hedge the exposure associated with its equity investments in foreign operations. The effective portions of changes in the fair values of net investment hedges, which are evaluated based on forward rates, are recorded as a component of accumulated other comprehensive income (loss) in the consolidated balance sheets and the ineffective portions of such derivative instruments are recorded in foreign exchange gains (losses) in the consolidated statements of income.

        Marketable Securities and Other Short-Term Investments —Bunge classifies its marketable securities and short-term investments as held-to-maturity and trading. Available-for sale securities are reported at fair value with unrealized gains (losses) included in accumulated other comprehensive income (loss). Held-to-maturity securities and investments represent financial assets in which Bunge has the intent and ability to hold to maturity. Trading securities are bought and held principally for the purpose of selling them in the near term and therefore held for only a short period of time. Bunge values its marketable securities at fair value and monitors its held-to-maturity investments for impairment periodically, and recognizes an impairment charge when the decline in fair value of an investment is judged to be other than temporary.

        Recoverable Taxes —Recoverable taxes include value-added taxes paid upon the acquisition of raw materials and taxable services and other transactional taxes, which can be recovered in cash or as compensation against income taxes or other taxes owed by Bunge, primarily in Brazil and Europe. These recoverable tax payments are included in other current assets or other non-current assets based on their expected realization. In cases where Bunge determines that recovery is doubtful, recoverable taxes are reduced by allowances for the estimated unrecoverable amounts.

        Property, Plant and Equipment, Net —Property, plant and equipment, net is stated at cost less accumulated depreciation and depletion. Major improvements that extend the life, capacity or efficiency or improve the safety of an asset are capitalized, while maintenance and repairs are expensed as incurred. Costs related to legal obligations associated with the future retirement of capitalized assets

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are capitalized as part of the cost of the related asset. Bunge generally capitalizes eligible costs to acquire or develop internal-use software that are incurred during the application development stage. Interest costs on borrowings during construction/completion periods of major capital projects are also capitalized.

        Included in property, plant and equipment are biological assets, primarily sugarcane, that are stated at cost less accumulated depletion. Depletion is calculated using the estimated units of production based on the remaining useful life of the growing sugarcane. Depreciation is computed based on the straight-line method over the estimated useful lives of the assets.

        Useful lives for property, plant and equipment are as follows:

 
  Years  

Biological assets

    5 - 7  

Buildings

    10 - 50  

Machinery and equipment

    7 - 25  

Furniture, fixtures and other

    3 - 20  

Computer software

    3 - 10  

        Goodwill —Goodwill represents the cost in excess of the fair value of net assets acquired in a business acquisition. Goodwill is not amortized but is tested annually for impairment or between annual tests if events or circumstances indicate potential impairment. Bunge's annual impairment testing is generally performed during the fourth quarter of its fiscal year.

        Goodwill is tested for impairment at the reporting unit level, which has been determined to be the Company's operating segments or one level below the operating segments in certain instances (see Note 7).

        Impairment of Property, Plant and Equipment and Finite Lived Intangible Assets —Finite lived intangible assets include primarily trademarks, customer lists and port facility usage rights and are amortized on a straight-line basis over their contractual or legal lives (see Note 8) or their estimated useful lives where such lives are not determined by law or contract.

        Bunge reviews its property, plant and equipment and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. Bunge bases its evaluation of recoverability on such indicators as the nature, future economic benefits and geographic locations of the assets, historical or future profitability measures and other external market conditions. If these indicators result in the expected non-recoverability of the carrying amount of an asset or asset group, Bunge evaluates potential impairment using undiscounted estimated future cash flows. If such undiscounted future cash flows during the asset's remaining useful life are below its carrying value, a loss is recognized for the shortfall, measured by the present value of the estimated future cash flows or by third-party appraisals. Bunge records impairments related to property, plant and equipment and finite-lived intangible assets used in the processing of its products in cost of goods sold in its consolidated statements of income. Any impairment of marketing or brand assets is recognized in selling, general and administrative expenses in the consolidated statements of income (see Note 9).

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        Property, plant and equipment and other finite-lived intangible assets to be sold or otherwise disposed of are reported at the lower of carrying amount or fair value less cost to sell.

        Impairment of Investments in Affiliates —Bunge reviews its investments annually or when an event or circumstances indicate that a potential decline in value may be other than temporary. Bunge considers various factors in determining whether to recognize an impairment charge, including the length of time that the fair value of the investment is expected to be below its carrying value, the financial condition, operating performance and near-term prospects of the affiliate and Bunge's intent and ability to hold the investment for a period of time sufficient to allow for recovery of the fair value. Impairment charges for investments in affiliates are included within selling, general and administrative expenses (see Note 9 and 10).

        Share-Based Compensation —Bunge maintains equity incentive plans for its employees and non-employee directors (see Note 24). Bunge accounts for share-based compensation based on the grant date fair value. Share-based compensation expense is recognized on a straight-line basis over the requisite service period.

        Income Taxes —Income tax expenses and benefits are recognized based on the tax laws and regulations in the jurisdictions in which Bunge's subsidiaries operate. Under Bermuda law, Bunge is not required to pay taxes in Bermuda on either income or capital gains. The provision for income taxes includes income taxes currently payable and deferred income taxes arising as a result of temporary differences between the carrying amounts of existing assets and liabilities in Bunge's financial statements and their respective tax bases. Deferred tax assets are reduced by valuation allowances if current evidence does not suggest that the deferred tax asset will be realized. Accrued interest and penalties related to unrecognized tax benefits are recognized in income tax (expense) benefit in the consolidated statements of income (see Note 13).

        The calculation of tax liabilities involves management's judgments concerning uncertainties in the application of complex tax regulations in the many jurisdictions in which Bunge operates. Investment tax credits are recorded in income tax expense in the period in which such credits are granted.

        Revenue Recognition —Sales of agricultural commodities, fertilizers and other products are recognized when persuasive evidence of an arrangement exists, the price is determinable, the product has been delivered, title to the product and risk of loss transfer to the customer, which is dependent on the agreed upon sales terms with the customer and when collection of the sale price is reasonably assured. Sales terms provide for passage of title either at the time and point of shipment or at the time and point of delivery of the product being sold. Net sales consist of gross sales less discounts related to promotional programs and sales taxes. Interest income on secured advances to suppliers is included in net sales due to its operational nature (see Note 5). Shipping and handling charges billed to customers are included in net sales and related costs are included in cost of goods sold.

        Research and Development —Research and development costs are expensed as incurred. Research and development expenses were $17 million, $16 million and $20 million for the years ended December 31, 2016, 2015 and 2014, respectively.

        New Accounting Pronouncements —In November 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-18, Statement of Cash Flows (Topic 230),

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Restricted Cash (a consensus of the Emerging Issues Task Force) . Similar to ASU 2016-15 as described below, this update attempts to reduce diversity in practice and provides guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. The guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. Bunge is evaluating the impact of this guidance on its consolidated financial statements.

        In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810), Interests Held through Related Parties That Are under Common Control, which provides that a single decision maker is not required to consider indirect interests held through related parties that are under common control with the decision maker to be equivalents of direct interests in their entity. The new guidance will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on Bunge's consolidated financial statements.

        In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory, which eliminates an exception in the current guidance prohibiting a reporting entity to recognize income taxes consequences of an intra-entity transfer of an asset other than inventory, such as transfers of intellectual property and property, plant, and equipment, until the asset has been sold to an outside party. The new guidance does not include new disclosure requirements; however, existing disclosure requirements might be applicable when accounting for the current and deferred income taxes for an intra-entity transfer. ASU 2016-16 will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. Bunge is evaluating the impact of this standard on its consolidated financial statements.

        In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). This update attempts to reduce diversity in practice by providing guidance on the classification of certain cash receipts and payments in the statement of cash flows. The new standard is effective for Bunge for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. Bunge is evaluating the impact of this standard on its consolidated financial statements.

        In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) , which introduces a new accounting model, referred to as the current expected credit losses (CECL) model, for estimating credit losses on certain financial instruments and expands the disclosure requirements for estimating such credit losses. Under the new model, an entity is required to estimate the credit losses expected over the life of an exposure (or pool of exposures). The guidance also amends the current impairment model for debt securities classified as available-for-sale securities. The new guidance will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. Bunge is evaluating the impact of this standard on its consolidated financial statements.

        In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting . This update identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including

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the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The adoption of this standard is not expected to have a material impact on Bunge's consolidated financial statements.

        In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Under the new provisions, all lessees will report on the balance sheet a right-of-use asset and a liability for the obligation to make payments with the exception of those leases with a term of 12 months or less. The new provisions will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Bunge is evaluating the expected impact of this standard on its consolidated financial statements.

        In January 2016, the FASB issued ASU 2016-01, Financial Instruments —Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which amends the guidance relating to the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The new standard is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted except for certain provisions. Bunge is evaluating the expected impact of this standard on its consolidated financial statements.

        In May 2014, the FASB amended ASC (Topic 605) Revenue Recognition and created ASC ( Topic 606 ) Revenue from Contracts with Customers . The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The initial effective date is for interim and annual periods beginning on or after December 15, 2016. However, in August 2015, the FASB issued an amendment effectively deferring the implementation date for all entities by one year but also permitting companies to early adopt the guidance as of the original effective date, but not before January 1, 2017. During 2016, the FASB issued additional implementation guidance and practical expedients in ASU 2016-08 Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , ASU 2016-10 Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing , ASU 2016-12 Revenue from Contracts with Customers (Topic 606), Narrow-Scope Improvements and Practical Expedients, and ASU 2016-20 Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, to improve the guidance. The new requirements may be implemented either retrospectively for all prior periods presented (i.e., the full retrospective approach), or retrospectively with a cumulative-effect adjustment at the date of initial application (i.e., the modified retrospective approach). The Company expects to adopt the standard under the modified retrospective approach upon its effective date with a cumulative-effect adjustment to opening retained earnings. The Company has substantially completed its adoption assessment and does not expect a material measurement impact on the Company's results of operations, financial position or cash flows. The adoption of the new guidance will require expanded disclosure which the Company is still evaluating.

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1. NATURE OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Recently Adopted Accounting Pronouncements —In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes . The amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified balance sheet. The update is effective for fiscal years beginning after December 15, 2016 on a prospective or retrospective basis, with earlier application permitted. Bunge early adopted this ASU on a prospective basis effective April 1, 2016 and the adoption did not have a material impact on Bunge's consolidated financial statements.

        In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs. The amendments in this update require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts, instead of being presented as an asset. Bunge adopted this ASU upon its effective date of January 1, 2016 and the adoption did not have a material impact on Bunge's consolidated financial statements.

        In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810), Amendments to the Consolidation Analysis. The standard makes targeted amendments to the current consolidation guidance and ends the deferral granted to investment companies from applying the VIE guidance and requires companies to reevaluate all legal entities under revised consolidation guidance. The revised consolidation rules provide guidance for evaluating: i) limited partnerships and similar entities for consolidation, ii) how decision maker or service provider fees affect the consolidation analysis, iii) how interests held by related parties affect the consolidation analysis and iv) the consolidation analysis required for certain investment funds. The standard was effective for interim and annual reporting periods beginning after December 15, 2015 and Bunge adopted ASU 2015-02 upon its effective date of January 1, 2016 using a modified retrospective approach. As a result of the initial application of ASU 2015-02, Bunge deconsolidated a Brazilian grain terminal and the remainder of its previously consolidated private equity and other investment funds. There was no cumulative effect to retained earnings as a result of the deconsolidation of these entities since there was no difference between the net amounts subtracted from Bunge's financial statements and the retained interest in those entities.

2. BUSINESS ACQUISITIONS AND DISPOSTIONS

    Acquisitions

        On October 4, 2016, Bunge acquired a 62.8% equity stake in Walter Rau Neusser Öl und Fett Aktiengesellschaft ("Walter Rau Neusser"), a vegetable oil blends producer for large-scale commercial customers based in Germany. Bunge paid approximately $33 million for its controlling interest in Walter Rau Neusser and has been consolidated in Bunge's financial statements.

        On August 30, 2016, Bunge announced it had reached an agreement to acquire a controlling interest in Grupo Minsa S.A.B. de C.V. ("Minsa"), a leading corn flour producer in North America. The transaction is expected to close in the first half of 2017, subject to certain closing conditions, including the resolution of pending litigation brought by a former shareholder of the parent company of Minsa challenging the proposed acquisition. As part of the transaction, Bunge will acquire control of four mills in Mexico and two mills in the United States. The purchase price is expected to be approximately $311 million, subject to working capital and other adjustments.

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2. BUSINESS ACQUISITIONS AND DISPOSTIONS (Continued)

        On February 28, 2017, Bunge and Cargill, Inc. closed on the acquisition of two oilseed processing plants and operations in the Netherlands and France pursuant to an agreement on August 5, 2016. Bunge paid a total purchase price of approximately $225 million, plus working capital and other adjustments of approximately $120 million. Results of operations for this acquisition will be included in Bunge's consolidated financial statements from the date of acquisition.

        In October 2015, Bunge Alimentos S.A., an indirect wholly owned subsidiary of Bunge, closed on the acquisition of 100% ownership interest in Moinho Pacifico, a Brazilian wheat mill and port terminal in Santos, Brazil. Bunge paid approximately 1,087 million Brazilian reais (approximately $282 million). The final allocation of the purchase price based on the fair values of assets and liabilities acquired resulted in $98 million in property, plant and equipment, $10 million in inventory, $9 million in other net assets and liabilities and $97 million of finite-lived intangible assets. The transaction also resulted in $68 million of goodwill allocated to Bunge's milling operations in Brazil.

        In October 2015, Bunge acquired Whole Harvest Foods ("WHF") for $27 million, including $25 million in cash and $2 million in a working capital adjustment. The purchase price allocation resulted in $4 million in property, plant and equipment, $2 million in inventory and $15 million of intangible assets. The transaction also resulted in $6 million of goodwill allocated to Bunge's edible oils operations in the United States. WHF refines expeller pressed soybean, canola, and cottonseed oil to produce extended life oil that is chemical solvent, trans fat and cholesterol free. WHF has operations in North Carolina and a packaging/distribution center in Nevada within the United States.

        In June 2015, Bunge entered into a transaction to acquire the 80% majority interest in a biodiesel entity operating a plant in Spain where Bunge had, prior to this transaction, a 20% interest accounted for under the equity method in its Agribusiness segment. The purchase price of the majority interest was $7 million, net of cash acquired including existing loans and other receivables totaling $3 million owed to Bunge by the entity were extinguished as part of the transaction. The preliminary purchase price of $7 million was allocated primarily to property, plant and equipment and $2 million to goodwill.

        In April 2015, Bunge and Saudi Agricultural and Livestock Investment Company ("SALIC"), formed a Canadian entity, G3. Bunge had a 51% ownership interest in G3. Bunge accounts for G3 under the equity method of accounting as the ownership interest does not provide Bunge with a controlling financial interest due to certain contractual restrictions. In July 2015, G3 closed on the acquisition of an approximate 61% ownership interest in G3 Canada Limited, formerly the Canadian Wheat Board ("CWB") for $368 million Canadian dollars (approximately $266 million, as of December 31, 2015). The remaining interest was acquired by the CWB Farmers Equity Trust. In order to fund the acquisition amount and future cash flow requirements, Bunge contributed capital to G3 of $130 million and SALIC contributed capital in the amount of $126 million and $115 million in the form of convertible debt. Simultaneously, the CWB acquired certain assets of Bunge's grain business in Canada for $88 million, which includes Bunge's export facility and grain elevators in Quebec for $54 million plus certain working capital of $34 million. The consolidated statement of income for the year ended December 31, 2015 includes a pre-tax gain of $47 million on the sale of the grain assets in Canada. In February 2016, SALIC completed the conversion of debt to equity under the promissory notes granted in favor of G3, thus reducing Bunge's ownership interest from 51% to 35%. Additionally, Bunge has exercised its right under a put option and sold an additional 10% ownership interest in G3 to SALIC for cash, which further reduced Bunge's ownership interest to 25%.

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2. BUSINESS ACQUISITIONS AND DISPOSTIONS (Continued)

        In March 2015, Bunge acquired the assets of Heartland Harvest, Inc. ("HHI") for $47 million, including $40 million in cash and cash settlement of an existing third-party loan to HHI of $7 million. The purchase price allocation resulted in $18 million in property, plant and equipment, $2 million in inventory and $18 million of finite-lived intangible assets. The transaction also resulted in $9 million of goodwill allocated to Bunge's milling operations in the United State. HHI produces die cut pellets made of a variety of starches which are then expanded through popping, baking or frying in the production of certain lower fat snacks. HHI consists of one facility in the state of Illinois, United States.

    Dispositions

        On November 30, 2016, Bunge closed on the disposition of a 50% ownership interest in its Terfron port terminal Terminal Fronteira Norte Logistica S.A. ("TFN") in Brazil to Amaggi Exportaçao E Importaçao Ltda. for a total consideration in cash of approximately $145 million, which resulted in a gain of $90 million. As a result of this transaction Bunge will account for the TFN joint venture as an equity method investment.

        On November 30, 2016, Bunge and Wilmar International Limited ("Wilmar") completed the formation of a joint venture in Vietnam in which Wilmar will invest into Bunge's crush operations in Vietnam, creating a three-party joint venture with Bunge and Wilmar as equal 45% shareholders and Quang Dung, a leading soybean meal distributor in Vietnam, retaining its existing 10% stake in the operations. Bunge received $33 million cash in consideration for its 45% share of interest in Bunge's crush operations. This transaction resulted in a gain of $30 million. As a result of this transaction Bunge will account for the joint venture as an equity method investment.

        On February 1, 2016, SALIC Canada Limited ("SALIC Canada") converted two non-interest bearing convertible promissory notes issued to SALIC by G3 of $106 million into 148,323,000 common shares of G3, increasing SALIC Canada's ownership percentage in G3 from 49% to 65% and reducing Bunge Canada's ownership in G3 from 51% to 35%. On the same day, Bunge Canada and SALIC Canada transferred all of their common shares of G3 to G3 Global Holdings Limited Partnership in exchange for additional Class A limited partnership units in G3 Global Holdings Limited Partnership. As a result, as of February 1, 2016, G3 Global Holdings Limited Partnership became the holder of all of the issued and outstanding common shares in G3. On March 30, 2016, Bunge Canada, under the G3 Global Holdings Shareholders Agreement, exercised a contractual put right and sold 10% of its common shares to SALIC Canada in exchange for $37 million of cash so that Bunge Canada now holds 25% ownership of G3 Global Holdings Limited Partnership and SALIC Canada holds 75% ownership.

3. TRADE STRUCTURED FINANCE PROGRAM

        Bunge engages in various trade structured finance activities to leverage the value of its trade flows across its operating regions. For the years ended December 31, 2016 and 2015, net return from these activities, were $57 million and $66 million, respectively, and were included as a reduction of cost of goods sold in the accompanying consolidated statements of income. These activities include programs under which Bunge generally obtains U.S. dollar-denominated letters of credit ("LCs") (each based on an underlying commodity trade flow) from financial institutions and time deposits denominated in either the local currency of the financial institutions counterparties or in U.S. dollars, as well as foreign exchange forward contracts, all of which are subject to legally enforceable set-off agreements. The LCs

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. TRADE STRUCTURED FINANCE PROGRAM (Continued)

and foreign exchange contracts are presented within the line item letter of credit obligations under trade structured finance program on the consolidated balance sheets as of December 31, 2016 and December 31, 2015.

        The table below summarizes the assets and liabilities included in the condensed consolidated balance sheets and the associated fair value amounts at December 31, 2016 and December 31, 2015, related to the program. The fair values approximated the carrying amount of the related financial instruments.

(US$ in millions)
  December 31,
2016
  December 31,
2015
 

Current assets:

             

Carrying value of time deposits

  $ 64   $ 325  

Fair value (Level 2 measurement) of time deposits

  $ 64   $ 325  

Non-current assets:

             

Carrying value of time deposits

  $ 464   $  

Fair value (Level 2 measurement) of time deposits

  $ 464   $  

Current liabilities:

             

Carrying value of letters of credit obligations and foreign exchange contracts

  $ 528   $ 325  

Fair value (Level 2 measurement) of letters of credit obligations

  $ 528   $ 323  

Fair value (Level 2 measurement) of foreign exchange forward contracts-(gains) losses

        2  

Total fair value (Level 2 measurement) of letters of credit obligations and foreign exchange contracts

  $ 528   $ 325  

        As of December 31, 2016 and 2015, time deposits, LCs, and foreign exchange contracts of $5,732 million and $3,394 million, respectively, were presented net on the consolidated balance sheets as the criteria of ASC 210-20, Offsetting , had been met. At December 31, 2016 and 2015, time deposits, including those presented on a net basis, carried weighted-average interest rates of 2.36% and 2.21%, respectively. During the years ended December 31, 2016, 2015 and 2014, total net proceeds from issuances of LCs were $7,191 million, $5,563 million and $7,058 million, respectively. These cash inflows are offset by the related cash outflows resulting from placement of the time deposits and repayment of the LCs. All cash flows related to the programs are included in operating activities in the consolidated statements of cash flows.

4. INVENTORIES

        Inventories by segment are presented below. RMI are agricultural commodity inventories, such as soybeans, soybean meal, soybean oil, corn and wheat, carried at fair value because of their commodity

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4. INVENTORIES (Continued)

characteristics, widely available markets and international pricing mechanisms. All other inventories are carried at lower of cost or market.

(US$ in millions)
  December 31,
2016
  December 31,
2015
 

Agribusiness (1)

  $ 3,741   $ 3,533  

Edible Oil Products (2)

    404     356  

Milling Products

    167     164  

Sugar and Bioenergy (3)

    406     350  

Fertilizer

    55     63  

Total

  $ 4,773   $ 4,466  

(1)
Includes RMI of $3,593 million and $3,393 million at December 31, 2016 and 2015, respectively. Of these amounts $2,523 million and $2,513 million can be attributable to merchandising activities at December 31, 2016 and 2015, respectively.

(2)
Includes RMI of bulk soybean and canola oil in the aggregate amount of $123 million and $110 million at December 31, 2016 and 2015, respectively.

(3)
Includes sugar RMI, which can be attributable to Bunge's trading and merchandising business of $139 million and $163 million at December 31, 2016 and 2015, respectively.

5. OTHER CURRENT ASSETS

        Other current assets consist of the following:

(US$ in millions)
  December 31,
2016
  December 31,
2015
 

Unrealized gains on derivative contracts, at fair value

  $ 1,327   $ 1,456  

Prepaid commodity purchase contracts (1)

    273     287  

Secured advances to suppliers, net (2)

    601     521  

Recoverable taxes, net

    467     364  

Margin deposits

    251     467  

Marketable securities, at fair value and other short-term investments

    94     234  

Deferred purchase price receivable, at fair value (3)

    87     79  

Prepaid expenses

    148     132  

Other

    397     359  

Total

  $ 3,645   $ 3,899  

(1)
Prepaid commodity purchase contracts represent advance payments against contracts for future delivery of specified quantities of agricultural commodities.

(2)
Bunge provides cash advances to suppliers, primarily Brazilian farmers of soybeans and sugarcane, to finance a portion of the suppliers' production costs. Bunge does not bear any of the costs or operational risks associated with the related growing crops. The advances are largely collateralized by future crops and physical assets of the suppliers, carry a local market interest rate and settle

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5. OTHER CURRENT ASSETS (Continued)

    when the farmer's crop is harvested and sold. The secured advances to farmers are reported net of allowances of $1 million and $2 million at December 31, 2016 and December 31, 2015, respectively. There were no significant changes in the allowance for 2016 and 2015, respectively.

    Interest earned on secured advances to suppliers of $38 million, $38 million and $37 million, respectively, for the years ended December 31, 2016, 2015 and 2014, respectively, is included in net sales in the consolidated statements of income.

(3)
Deferred purchase price receivable represents additional credit support for the investment conduits in Bunge's accounts receivables sales program (see Note 17).

        Marketable Securities and Other Short-Term Investments —The Company invests in foreign government securities, corporate debt securities, deposits, and other securities. The following is a summary of amounts recorded on the consolidated balance sheets for marketable securities and other short-term investments.

(US$ in millions)
  December 31,
2016
  December 31,
2015
 

Foreign government securities

  $ 28   $ 61  

Corporate debt securities

    57     92  

Certificate of deposits/time deposits

    7     55  

Other

    2     26  

Total marketable securities and other short-term investments

  $ 94   $ 234  

        As of December 31, 2016, total marketable securities and other short-term investments includes $22 million of assets classified as available for sale, $63 million as trading and $9 million as other short-term investments. As of December 31, 2015, total marketable securities and other short-term investments includes $76 million of assets classified as held-to-maturity and $158 million as trading. Held-to-maturity foreign government and corporate debt securities and certificate of deposits/time deposits are expected to be converted to cash within a twelve month period and are therefore classified as current. Due to the short term nature of these investments, carrying value approximates fair value.

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. PROPERTY, PLANT AND EQUIPMENT

        Property, plant and equipment consist of the following:

 
  December 31,  
(US$ in millions)
  2016   2015  

Land

  $ 356   $ 339  

Biological assets

    613     454  

Buildings

    1,934     1,840  

Machinery and equipment

    5,055     4,488  

Furniture, fixtures and other

    514     437  

Construction in progress

    765     721  

    9,237     8,279  

Less: accumulated depreciation and depletion

    (4,138 )   (3,543 )

Total

  $ 5,099   $ 4,736  

        Bunge capitalized expenditures of $810 million, $592 million and $846 million during the years ended 2016, 2015 and 2014, respectively. Included in these capitalized expenditures was capitalized interest on construction in progress of $9 million, $7 million and $6 million for the years ended December 31, 2016, 2015 and 2014, respectively. Depreciation and depletion expense was $517 million, $518 million and $576 million for the years ended December 31, 2016, 2015 and 2014, respectively.

7. GOODWILL

        Bunge performs its annual goodwill impairment testing in the fourth quarter of each year. Step 1 of the goodwill impairment test compares the fair value of Bunge's reporting units to which goodwill has been allocated to the carrying values of those reporting units. The fair value of certain reporting units is determined using a combination of two methods: estimates based on market earnings multiples of peer companies identified for the reporting unit (the market approach) and a discounted cash flow model with estimates of future cash flows based on internal forecasts of revenues and expenses (the income approach). The market multiples are generally derived from public information related to comparable companies with operating and investing characteristics similar to those reporting units and from market transactions in the industry. The income approach estimates fair value by discounting a reporting unit's estimated future cash flows using a weighted-average cost of capital that reflects current market conditions and the risk profile of the respective business unit and includes, among other things, assumptions about variables such as commodity prices, crop and related throughput and production volumes, profitability, future capital expenditures and discount rates, all of which are subject to a high degree of judgment. For other reporting units, the estimated fair value of the reporting unit is determined utilizing a discounted cash flow analysis.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. GOODWILL (Continued)

        Changes in the carrying value of goodwill by segment for the years ended December 31, 2016 and 2015 are as follows:

(US$ in millions)
  Agribusiness   Edible Oil
Products
  Milling
Products
  Sugar and
Bioenergy
  Fertilizer   Total  

Goodwill

    155     86     111     514     2     868  

Accumulated impairment losses

    (2 )       (3 )   (514 )       (519 )

Balance, December 31, 2014, net

    153     86     108         2     349  

Goodwill acquired

    2     6     141             149  

Impairment (3)

        (13 )               (13 )

Tax benefit on goodwill amortization (2)

    (3 )                   (3 )

Foreign exchange translation

    (31 )   (14 )   (18 )       (1 )   (64 )

Goodwill, gross of impairments

    123     78     234     514     1     950  

Accumulated impairment losses

    (2 )   (13 )   (3 )   (514 )       (532 )

Balance, December 31, 2015, net

    121     65     231         1     418  

Goodwill acquired (1)

        13                 13  

Measurement period adjustments

            (76 )           (76 )

Tax benefit on goodwill amortization (2)

    (3 )                   (3 )

Foreign exchange translation

    8         13             21  

Goodwill, gross of impairments

    128     91     171     514     1     905  

Accumulated impairment losses

    (2 )   (13 )   (3 )   (514 )       (532 )

Balance, December 31, 2016, net

  $ 126   $ 78   $ 168   $   $ 1   $ 373  

(1)
Relates to the 2016 acquisition of Walter Rau Neusser.

(2)
Bunge's Brazilian subsidiary's tax deductible goodwill is in excess of its book goodwill. For financial reporting purposes for goodwill acquired prior to 2009, the tax benefits attributable to the excess tax goodwill are first used to reduce associated goodwill and then other intangible assets to zero, prior to recognizing any income tax benefit in the consolidated statements of income.

(3)
In 2015, goodwill impairment charge of $13 million represents all of the goodwill of the Brazilian tomato products business, recorded in the fourth quarter upon completion of Bunge's annual impairment analysis. This analysis was performed using discounted cash flow projections (the income approach) to determine the fair value of the business unit. The income approach estimates fair value by discounting the business unit's estimated future cash flows using a discount rate that reflects current market conditions and the risk profile of the business and includes, among other things, making assumptions about variables such as product pricing, future profitability and future capital expenditures that might be used by a market participant. All of these assumptions are subject to a high degree of judgment.

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. OTHER INTANGIBLE ASSETS

        Other intangible assets consist of the following:

 
  December 31,  
(US$ in millions)
  2016   2015  

Trademarks/brands, finite-lived

  $ 141   $ 144  

Licenses

    7     11  

Port rights

    156     124  

Other

    254     220  

    558     499  

Less accumulated amortization:

             

Trademarks/brands (1)

    (64 )   (53 )

Licenses

    (5 )   (6 )

Port rights

    (23 )   (16 )

Other

    (130 )   (98 )

    (222 )   (173 )

Intangible assets, net of accumulated amortization

  $ 336   $ 326  

(1)
Bunge's Brazilian subsidiary's tax deductible goodwill in the Agribusiness segment is in excess of its book goodwill. For financial reporting purposes, for other intangible assets acquired prior to 2009, before recognizing any income tax benefit of tax deductible goodwill in excess of its book goodwill in the consolidated statements of income and after the related book goodwill has been reduced to zero, any such remaining tax deductible goodwill in excess of its book goodwill is used to reduce other intangible assets to zero.

        In 2016, Bunge acquired $9 million of port rights, $4 million of brands and trademarks, and $8 million other intangible assets. Bunge allocated $12 million to the Edible Oils segment and $9 million to the Agribusiness segment. Finite lives of these intangibles range from 10 to 27 years. In 2015, Bunge acquired $73 million of port rights and $55 million other intangible assets including $36 million of customer lists. Bunge allocated $111 million to the Milling segment, $15 million to the Edible Oils segment and $2 million to the Agribusiness segment. Finite lives of these intangibles range from 10 to 27 years.

        Aggregate amortization expense was $31 million, $27 million and $32 million for the years ended December 31, 2016, 2015 and 2014, respectively. The estimated future aggregate amortization expense is $31 million for 2017 and approximately $31 million annually for 2018 through 2020.

9. IMPAIRMENTS

        For the year ended December 31, 2016, Bunge recorded pre-tax, impairment charges of $87 million, of which $9 million and $71 million are in cost of goods sold and other income (expense)—net, respectively, in its consolidated statement of income. These amounts are primarily made up of $44 million that relates to the impairment of an investment in affiliate and other investments in the Sugar and Bioenergy segment, $15 million that relates to the impairment of an investment in affiliate in the Agribusiness segment, $12 million that relates to an intangible asset impairment of aquaculture patents and $9 million that relates to a property, plant and equipment

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. IMPAIRMENTS (Continued)

impairment of an Argentina fertilizer plant. The remaining impairment amounts recorded by Bunge for the year ended December 31, 2016 were individually insignificant. The fair values of the assets were determined utilizing discounted future expected cash flows, and in the case of the investment in affiliate in the Agribusiness segment, net market value based on quotes of similar assets.

        For the year ended December 31, 2015, Bunge recorded pre-tax, impairment charges of $57 million, of which $15 million, $14 million and $13 million are included in cost of goods sold, selling, general and administrative expenses and goodwill impairment, respectively, in its consolidated statement of income. These amounts are primarily made up of $15 million that relates to the announced closure of an oil packaging plant in the United States, $14 million that relates to the impairment of an equity method investment in a freight shipping company in Europe and $13 million that relates to a pre-tax goodwill impairment charge related to the tomato products business in Brazil. The remaining impairment amounts recorded by Bunge for the year ended December 31, 2015 were individually insignificant. The fair values of the assets were determined utilizing discounted future expected cash flows, and in the case of the equity method investment, net market value based on broker quotes of similar assets.

        For the year ended December 31, 2014, Bunge recorded pre-tax, non-cash impairment charges of $130 million, of which $103 million and $18 million are included in cost of goods sold and selling, general and administrative expenses, respectively, in its consolidated statement of income. These amounts are primarily made up of $114 million that relates to a Brazil sugarcane mill and a portion of the associated biological assets as well as agricultural machinery in the Sugar and Bioenergy segment, $5 million that relates to the impairment of an investment in a biodiesel company in Europe and $2 million in certain Agribusiness assets in Brazil. The remaining impairment amounts recorded by Bunge for the year ended December 31, 2014 were individually insignificant. The fair values of the assets were determined utilizing discounted future expected cash flows and, in the case of the agricultural machinery, bids from prospective buyers.

        Nonrecurring fair value measurements —The following table summarizes assets measured at fair value on a nonrecurring basis subsequent to initial recognition at December 31, 2016, 2015 and 2014, respectively. For additional information on Level 1, 2 and 3 inputs see Note 14.

 
   
  Fair Value
Measurements Using
   
 
 
  Carrying Value
Year Ended
December 31, 2016
  Impairment Losses
Year ended
December 31, 2016
 
(US$ in millions)
  Level 1   Level 2   Level 3  

Property, plant and equipment

  $ 7   $   $   $ 7   $ (9 )

Intangibles

  $   $   $   $   $ (12 )

Investment in affiliates and other investments

  $ 13   $   $   $ 13   $ (59 )

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. IMPAIRMENTS (Continued)


 
   
  Fair Value
Measurements Using
   
 
 
  Carrying Value
Year Ended
December 31, 2015
  Impairment Losses
Year ended
December 31, 2015
 
(US$ in millions)
  Level 1   Level 2   Level 3  

Property, plant and equipment

  $ 12   $   $   $ 12   $ (15 )

Goodwill (see Note 7)

  $   $   $   $   $ (13 )

Investments in affiliates

  $ 3   $   $   $ 3   $ (14 )

 

 
   
  Fair Value
Measurements Using
   
 
 
  Carrying Value
Year Ended
December 31, 2014
  Impairment Losses
Year ended
December 31, 2014
 
(US$ in millions)
  Level 1   Level 2   Level 3  

Non-current assets held for sale

  $ 33   $   $   $ 33   $ (13 )

Investment in affiliates

  $ 17   $   $   $ 17   $ (5 )

Property, plant and equipment

  $ 165   $   $   $ 165   $ (103 )

10. INVESTMENTS IN AFFILIATES

        Bunge participates in various unconsolidated joint ventures and other investments accounted for using the equity method. Certain equity method investments at December 31, 2016 are described below. Bunge allocates equity in earnings of affiliates to its reporting segments.

Agribusiness

        Vietnam Agribusiness Holdings Ptd. Ltd. —Bunge and Wilmar International Limited ("Wilmar") completed the formation of a joint venture in Vietnam in which Wilmar will invest into Bunge's crush operations in Vietnam, creating a three-party joint venture with Bunge and Wilmar as equal 45% shareholders and Quang Dung, a leading soybean meal distributor in Vietnam, retaining its existing 10% stake in the operations.

        Terminal Fronteira Norte Logística S.A.("TFN") —Bunge has a 50% ownership interest in TFN, a joint venture with Amaggi located in Barcarena, Brazil. The TFN complex is mainly dedicated to exporting soybean and corn from the key Brazilian producing region of Mato Grosso.

        Terminais do Graneis do Guaruja("TGG") —Bunge has a 57% ownership interest in Terminais do Graneis do Guaruja, a joint venture with Amaggi International Ltd. located on the left bank of the Port of Santos, Brazil. TGG acts as a port terminal for reception, storage and shipment of solid bulk cargoes.

        G3 Global Holding GP Inc. —Bunge has a 25% ownership interest in G3 Global Holding GP Inc., a joint venture with SALIC that operates grain facilities in Canada.

        PT Bumiraya Investindo —Bunge has a 35% ownership interest in PT Bumiraya Investindo, an Indonesian palm plantation company.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. INVESTMENTS IN AFFILIATES (Continued)

        Caiasa—Paraguay Complejo Agroindustrial Angostura S.A —Bunge has a 33.33% ownership interest in an oilseed processing facility joint venture with Louis Dreyfus Company and Aceitera General Deheza S.A. ("AGD"), in Paraguay.

        Terminal 6 S.A. and Terminal 6 Industrial S.A —Bunge has a joint venture, Terminal 6 S.A., in Argentina with AGD for the operation of a port facility located in the Santa Fe province of Argentina. Bunge is also a party to a second joint venture with AGD, Terminal 6 Industrial S.A., that operates a crushing facility located adjacent to the port facility. Bunge owns 40% and 50%, respectively, of these joint ventures.

Sugar and Bioenergy

        Solazyme Bunge Produtos Renovaveis Ltda. —In April 2012, Bunge entered into a joint venture with TerraVia Holdings Inc. (formerly Solazyme Inc.) for the production of renewable oils in Brazil, using sugar supplied by one of Bunge's mills. Bunge owns a 49.9% interest in this entity.

        ProMaiz —Bunge has a joint venture in Argentina with AGD for the operation of a corn wet milling facility. Bunge is a 50% owner in this joint venture.

        Southwest Iowa Renewable Energy, LLC ("SIRE") —Bunge is a 25% owner of SIRE. The other owners are primarily agricultural producers located in Southwest Iowa. SIRE operates an ethanol plant near Bunge's oilseed processing facility in Council Bluffs, Iowa.

11. OTHER NON-CURRENT ASSETS

        Other non-current assets consist of the following:

(US$ in millions)
  December 31,
2016
  December 31,
2015
 

Recoverable taxes, net (1)

  $ 139   $ 133  

Judicial deposits (1)

    129     119  

Other long-term receivables

    23     23  

Income taxes receivable (1)

    261     195  

Long-term investments

    54     49  

Affiliate loans receivable

    25     15  

Long-term receivables from farmers in Brazil, net (1)

    133     117  

Other

    163     121  

Total

  $ 927   $ 772  

(1)
These non-current assets arise primarily from Bunge's Brazilian operations and their realization could take in excess of five years.

        Recoverable taxes, net —Recoverable taxes are reported net of allowances of $32 million and $20 million at December 31, 2016 and 2015, respectively.

        Judicial deposits —Judicial deposits are funds that Bunge has placed on deposit with the courts in Brazil. These funds are held in judicial escrow relating to certain legal proceedings pending legal

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. OTHER NON-CURRENT ASSETS (Continued)

resolution and bear interest at the SELIC rate, which is the benchmark rate of the Brazilian central bank.

        Income taxes receivable —Income taxes receivable includes overpayments of current income taxes plus accrued interest. These income tax prepayments are expected to be utilized for settlement of future income tax obligations. Income taxes receivable in Brazil bear interest at the SELIC rate.

        Affiliate loans receivable —Affiliate loans receivable, are primarily interest bearing receivables from unconsolidated affiliates with a remaining maturity of greater than one year.

        Long-term receivables from farmers in Brazil, net of reserves —Bunge provides financing to farmers in Brazil, primarily through secured advances against farmer commitments to deliver agricultural commodities (primarily soybeans) upon harvest of the then-current year's crop and through credit sales of fertilizer to farmers.

        The table below summarizes Bunge's recorded investment in long-term receivables from farmers in Brazil.

 
  December 31,  
(US$ in millions)
  2016   2015  

Legal collection process (1)

  $ 144   $ 119  

Renegotiated amounts (2)

    52     58  

Other long-term receivables

    46     40  

Total

  $ 242   $ 217  

(1)
All amounts in legal process are considered past due upon initiation of legal action.

(2)
All renegotiated amounts are current on repayment terms.

        The average recorded investment in long-term receivables from farmers in Brazil for the years ended December 31, 2016 and 2015 was $235 million and $214 million, respectively. The table below summarizes Bunge's recorded investment in long-term receivables from farmers in Brazil and the related allowance amounts.

 
  December 31, 2016   December 31, 2015  
(US$ in millions)
  Recorded
Investment
  Allowance   Recorded
Investment
  Allowance  

For which an allowance has been provided:

                         

Legal collection process

  $ 84     78   $ 78   $ 69  

Renegotiated amounts

    36     31     37     31  

For which no allowance has been provided:

                         

Legal collection process

    60         41      

Renegotiated amounts

    16         21      

Other long-term receivables

    46         40      

Total

  $ 242   $ 109   $ 217   $ 100  

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. OTHER NON-CURRENT ASSETS (Continued)

        The table below summarizes the activity in the allowance for doubtful accounts related to long-term receivables from farmers in Brazil.

 
  December 31,  
(US$ in millions)
  2016   2015  

Beginning balance

  $ 100   $ 153  

Bad debt provisions

    3     11  

Recoveries

    (12 )   (20 )

Write-offs

    (1 )   (2 )

Transfers (1)

        5  

Foreign exchange translation

    19     (47 )

Ending balance

  $ 109   $ 100  

(1)
Represents reclassifications from allowance for doubtful accounts-current for secured advances to suppliers.

12. OTHER CURRENT LIABILITIES

        Other current liabilities consist of the following:

(US$ in millions)
  December 31,
2016
  December 31,
2015
 

Accrued liabilities

  $ 548   $ 688  

Unrealized losses on derivative contracts at fair value

    1,203     1,471  

Advances on sales

    395     371  

Other

    330     233  

Total

  $ 2,476   $ 2,763  

13. INCOME TAXES

        Bunge operates globally and is subject to the tax laws and regulations of numerous tax jurisdictions and authorities, as well as tax agreements and treaties among these jurisdictions. Bunge's tax provision is impacted by, among other factors, changes in tax laws, regulations, agreements and treaties, currency exchange rates and Bunge's profitability in each taxing jurisdiction.

        Bunge has elected to use the U.S. federal income tax rate to reconcile the actual provision for income taxes.

        The components of income from operations before income tax are as follows:

 
  Year Ended December 31,  
(US$ in millions)
  2016   2015   2014  

United States

  $ 102   $ 207   $ 315  

Non-United States

    894     844     419  

Total

  $ 996   $ 1,051   $ 734  

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. INCOME TAXES (Continued)

        The components of the income tax expense (benefit) are:

 
  Year Ended
December 31,
 
(US$ in millions)
  2016   2015   2014  

Current:

                   

United States

  $ (76 ) $ 35   $ 93  

Non-United States

    170     245     246  

    94     280     339  

Deferred:

                   

United States

    38     36     20  

Non-United States

    88     (20 )   (110 )

    126     16     (90 )

Total

  $ 220   $ 296   $ 249  

        Reconciliation of the income tax expense (benefit) if computed at the U.S. Federal income tax rate to Bunge's reported income tax expense (benefit) is as follows:

 
  Year Ended December 31,  
(US$ in millions)
  2016   2015   2014  

Income from operations before income tax

  $ 996   $ 1,051   $ 734  

Income tax rate

    35 %   35 %   35 %

Income tax expense at the U.S. Federal tax rate

    349     368     257  

Adjustments to derive effective tax rate:

                   

Foreign earnings taxed at different statutory rates

    (68 )   (16 )   (37 )

Valuation allowances

    (44 )   44     112  

Fiscal incentives (1)

    (34 )   (41 )   (41 )

Foreign exchange on monetary items

    5     (5 )   (24 )

Tax rate changes

    4     1     4  

Non-deductible expenses

    3     16     38  

Uncertain tax positions

    89     (14 )   6  

Deferred balance adjustments

        (8 )   25  

Equity distributions

        (64 )   (32 )

Foreign income taxed in Brazil

            (93 )

Tax credits

    (89 )        

Other

    5     15     34  

Income tax (benefit) expense

  $ 220   $ 296   $ 249  

(1)
Fiscal incentives predominantly relate to investment incentives in Brazil that are exempt from Brazilian income tax.

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. INCOME TAXES (Continued)

        The primary components of the deferred tax assets and liabilities and the related valuation allowances are as follows:

 
  December 31,  
(US$ in millions)
  2016   2015  

Deferred income tax assets: (1)

             

Net operating loss carryforwards

  $ 944   $ 923  

Employee benefits

    158     89  

Tax credit carryforwards

    10     8  

Inventories

    18      

Intangibles

    9     20  

Accrued expenses and other

    231     378  

Total deferred tax assets

    1,370     1,418  

Less valuation allowances

    (839 )   (798 )

Deferred tax assets, net of valuation allowance

    531     620  

Deferred income tax liabilities: (1)

             

Property, plant and equipment

    200     211  

Undistributed earnings of affiliates

    13     11  

Investments

    33     38  

Inventories

        4  

Total deferred tax liabilities

    246     264  

Net deferred tax assets

  $ 285   $ 356  

(1)
Bunge has changed its presentation of the composition of deferred tax assets and liabilities to a net approach, where a net deferred tax asset or liability is disclosed for each primary component of the deferred tax assets and liabilities. The change in presentation did not impact the consolidated balance sheet presentation of deferred tax assets and liabilities.

        Bunge has provided a deferred tax liability totaling $13 million and $11 million as of December 31, 2016 and 2015, respectively for unremitted earnings that are not considered to be permanently reinvested. As of December 31, 2016, Bunge has determined it has unremitted earnings that are considered to be indefinitely reinvested of approximately $1,120 million and accordingly, no provision for income taxes has been made. If these earnings were distributed in the form of dividends or otherwise, Bunge would be subject to income taxes either in the form of withholding taxes or income taxes to the recipient; however, it is not practicable to estimate the amount of taxes that would be payable upon remittance of these earnings.

        At December 31, 2016, Bunge's net operating loss carryforwards totaled $3,350 million, of which $2,709 million have no expiration, including loss carryforwards of $1,705 million in Brazil. While loss carryforwards in Brazil can be carried forward indefinitely, annual utilization is limited to 30% of taxable income calculated on an entity by entity basis as Brazil tax law does not provide for a consolidated return concept. As a result, realization of these carryforwards may take in excess of five years.

        The remaining tax loss carryforwards expire at various periods beginning in 2016 through the year 2033.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. INCOME TAXES (Continued)

        Income Tax Valuation Allowances —Bunge records valuation allowances when current evidence does not suggest that some portion or all of its deferred tax assets will be realized. The ultimate realization of deferred tax assets depends primarily on Bunge's ability to generate sufficient timely future income of the appropriate character in the appropriate taxing jurisdiction.

        As of December 31, 2016 and 2015, Bunge has recorded valuation allowances of $839 million and $798 million, respectively. The net increase of $41 million results primarily from cumulative translation adjustments for Brazil offset by the release of valuation allowances from sugar mills in Brazil.

        Unrecognized Tax Benefits —ASC Topic 740 requires applying a "more likely than not" threshold to the recognition and de-recognition of tax benefits. Accordingly, Bunge recognizes the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement. At December 31, 2016 and 2015, respectively, Bunge had recorded unrecognized tax benefits of $81 million and $63 million in other non-current liabilities and $49 million and $1 million in current liabilities in its consolidated balance sheets. During 2016, 2015 and 2014, respectively, Bunge recognized $10 million, $1million and $16 million of interest and penalty charges in income tax (expense) benefit in the consolidated statements of income. At December 31, 2016 and 2015, respectively, Bunge had included accrued interest and penalties of $36 million and $26 million within the related tax liability line in the consolidated balance sheets. A reconciliation of the beginning and ending amount of unrecognized tax benefits follows:

(US$ in millions)
  2016   2015   2014  

Balance at January 1,

  $ 51   $ 72   $ 151  

Additions based on tax positions related to the current year

    9     6     9  

Additions based on acquisitions

    2     10      

Additions based on tax positions related to prior years

    374     1     16  

Reductions for tax positions of prior years

        (14 )   (12 )

Settlement or clarification from tax authorities

    (1 )   (6 )   (79 )

Expiration of statute of limitations

    (9 )   (5 )   (1 )

Foreign currency translation

    (17 )   (13 )   (12 )

Balance at December 31,

  $ 409   $ 51   $ 72  

        The majority of the additions based on tax positions related to prior years relates to three events recognized during 2016. During the second quarter of 2016, one of Bunge's European subsidiaries amended a tax position for the 2010-2015 tax years as a result of the receipt of a tax ruling, and filed refund claims. However, given the unique factual circumstances and the uncertain state of the applicable tax regulations, Bunge has recorded an unrecognized tax benefit of $240 million as of December 31, 2016. In addition, the Company recorded additional unrecognized tax benefits of $30 million and $26 million for tax positions in Asia in the first and fourth quarters of 2016.

        Except for a $24 million unrecognized tax benefit for temporary differences, substantially all of the unrecognized tax benefits balance, if recognized, would affect Bunge's effective tax rate. A significant portion of the unrecognized tax benefits, if recognized, would result in additional deferred tax assets that would be assessed for recoverability. It is anticipated that approximately $213 million of the unrecognized tax benefits, if recognized, would be fully offset by a valuation allowance as it is more likely than not that Bunge would not realize a tax benefit from the deferred tax assets.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. INCOME TAXES (Continued)

        Bunge believes that it is reasonably possible that approximately $50 million of its unrecognized tax benefits may be recognized by the end of 2017 as a result of a lapse of the statute of limitations or settlement with the tax authorities.

        Bunge, through its subsidiaries, files income tax returns in the United States (federal and various states) and non-United States jurisdictions. The table below reflects the tax years for which Bunge is subject to income tax examinations by tax authorities:

 
  Open Tax Years  

North America

    2009 - 2016  

South America

    2010 - 2016  

Europe

    2004 - 2016  

Asia-Pacific

    2003 - 2016  

        As of December 31, 2016, Bunge's Brazilian subsidiaries have received income tax and penalty assessments through 2012 of approximately 4,453 million Brazilian reais (approximately $1,366 million), plus applicable interest on the outstanding amount. Bunge has recorded unrecognized tax benefits related to these assessments of 23 million Brazilian reais (approximately $7 million) as of December 31, 2016.

        In addition, as of December 31, 2016, Bunge's Argentine subsidiary had received income tax assessments relating to 2006 through 2009 of approximately 1,275 million Argentine pesos (approximately $80 million), plus applicable interest on the outstanding amount of approximately 3,327 million Argentine pesos (approximately $209 million). Bunge anticipates that the tax authorities will examine subsequent fiscal years, although no notice has been rendered to Bunge's Argentine subsidiary.

        Management, in consultation with external legal advisors, believes that it is more likely than not that Bunge will prevail on the proposed assessments (with exception of unrecognized tax benefit discussed above) in Brazil and Argentina and intends to vigorously defend its position against these assessments.

        Bunge made cash income tax payments, net of refunds received, of $144 million, $271 million and $303 million during the years ended December 31, 2016, 2015, and 2014, respectively.

14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

        Bunge's various financial instruments include certain components of working capital such as cash and cash equivalents, trade accounts receivable and trade accounts payable. Additionally, Bunge uses short and long-term debt to fund operating requirements. Cash and cash equivalents, trade accounts receivable, trade accounts payable and short-term debt are stated at their carrying value, which is a reasonable estimate of fair value. See Note 3 for trade structured finance program, Note 17 for deferred purchase price receivable related to sales of trade receivables, Note 11 for long-term receivables from farmers in Brazil, net and other long-term investments, Note 16 for long-term debt, Note 9 for other non-recurring fair value measurements and Note 18 for employee benefit plans. Bunge's financial instruments also include derivative instruments and marketable securities, which are stated at fair value.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

        Fair value is the expected price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Bunge determines the fair values of its readily marketable inventories, derivatives, and certain other assets based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are inputs based on market data obtained from sources independent of Bunge that reflect the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are inputs that are developed based on the best information available in circumstances that reflect Bunge's own assumptions based on market data and on assumptions that market participants would use in pricing the asset or liability. The fair value standard describes three levels within its hierarchy that may be used to measure fair value.

        Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 assets and liabilities include exchange traded derivative contracts.

        Level 2: Observable inputs, including Level 1 prices (adjusted), quoted prices for similar assets or liabilities, quoted prices in markets that are less active than traded exchanges and other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include readily marketable inventories and over-the-counter ("OTC") commodity purchase and sale contracts and other OTC derivatives whose value is determined using pricing models with inputs that are generally based on exchange traded prices, adjusted for location specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable market data.

        Level 3: Unobservable inputs that are supported by little or no market activity and that are a significant component of the fair value of the assets or liabilities. In evaluating the significance of fair value inputs, Bunge gives consideration to items that individually or when aggregated with other inputs, generally represent more than 10% of the fair value of the assets or liabilities. For such identified inputs, judgments are required when evaluating both quantitative and qualitative factors in the determination of significance for purposes of fair value level classification and disclosure. Level 3 assets and liabilities include assets and liabilities whose value is determined using proprietary pricing models, discounted cash flow methodologies or similar techniques; as well as, assets and liabilities for which the determination of fair value requires significant management judgment or estimation. Bunge believes a change in these inputs would not result in a significant change in the fair values.

        The majority of Bunge's exchange traded agricultural commodity futures are settled daily generally through its clearing subsidiary and, therefore, such futures are not included in the table below. Assets and liabilities are classified in their entirety based on the lowest level of input that is a significant component of the fair value measurement. The lowest level of input is considered Level 3.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

        The following table sets forth, by level, Bunge's assets and liabilities that were accounted for at fair value on a recurring basis.

 
  Fair Value Measurements at Reporting Date  
 
  December 31, 2016   December 31, 2015  
(US$ in millions)
  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total  

Assets:

                                                 

Readily marketable inventories (Note 4)

  $   $ 3,618   $ 237   $ 3,855   $   $ 3,421   $ 245   $ 3,666  

Trade accounts receivable (1)

        6         6         6         6  

Unrealized gain on designated derivative contracts (2) :

                                                 

Interest Rate

        1         1                  

Foreign exchange

        29         29         30         30  

Unrealized gain on undesignated derivative contracts (2) :

                                                 

Interest rate

        1         1                  

Foreign exchange

        312         312     9     176         185  

Commodities

    421     431     96     948     252     696     220     1,168  

Freight

    16             16     65             65  

Energy

    23     1         24     7         1     8  

Deferred purchase price receivable (Note 17)

        87         87         79         79  

Other (3)

    18     108         126     68     176         244  

Total assets

  $ 478   $ 4,594   $ 333   $ 5,405   $ 401   $ 4,584   $ 466   $ 5,451  

Liabilities:

                                                 

Trade accounts payable (1)

  $   $ 478   $ 44   $ 522   $   $ 399   $ 44   $ 443  

Unrealized loss on designated derivative contracts (4) :

                                                 

Interest rate

        18         18         3         3  

Foreign exchange

                        15         15  

Unrealized loss on undesignated derivative contracts (4) :

                                                 

Foreign exchange

        233         233     1     605         606  

Commodities

    356     444     144     944     402     304     52     758  

Freight

    14         1     15     56             56  

Energy

    9         2     11     31         2     33  

Total liabilities

  $ 379   $ 1,173   $ 191   $ 1,743   $ 490   $ 1,326   $ 98   $ 1,914  

(1)
Trade accounts receivable and payable are generally stated at historical amounts, net of write-offs and allowances, with the exception of $6 million and $522 million, at December 31, 2016 and $6 million and $443 million at December 31, 2015, respectively, related to certain delivered inventory for which the receivable and payable, respectively, fluctuate based on changes in

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

    commodity prices. These receivables and payables are hybrid financial instruments for which Bunge has elected the fair value option.

(2)
Unrealized gains on designated and undesignated derivative contracts are generally included in other current assets. There were $5 million and nil included in other non-current assets at December 31, 2016 and December 31, 2015, respectively.

(3)
Other includes the fair values of marketable securities and investments in other current assets and other non-current assets.

(4)
Unrealized losses on designated and undesignated derivative contracts are generally included in other current liabilities. There were $18 million and nil included in other non-current liabilities at December 31, 2016 and December 31, 2015, respectively.

        Derivatives —Exchange traded futures and options contracts and exchange cleared contracts are valued based on unadjusted quoted prices in active markets and are classified within Level 1. Bunge's forward commodity purchase and sale contracts are classified as derivatives along with other OTC derivative instruments relating primarily to freight, energy, foreign exchange and interest rates, and are classified within Level 2 or Level 3 as described below. Bunge estimates fair values based on exchange quoted prices, adjusted as appropriate for differences in local markets. These differences are generally valued using inputs from broker or dealer quotations, or market transactions in either the listed or OTC markets. In such cases, these derivative contracts are classified within Level 2.

        OTC derivative contracts include swaps, options and structured transactions that are valued at fair value generally determined using quantitative models that require the use of multiple market inputs including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets which are not highly active, other observable inputs relevant to the asset or liability, and market inputs corroborated by correlation or other means. These valuation models include inputs such as interest rates, prices and indices to generate continuous yield or pricing curves and volatility factors. Where observable inputs are available for substantially the full term of the asset or liability, the instrument is categorized in Level 2. Certain OTC derivatives trade in less active markets with less availability of pricing information and certain structured transactions can require internally developed model inputs that might not be observable in or corroborated by the market. When unobservable inputs have a significant impact on the measurement of fair value, the instrument is categorized in Level 3.

        Exchange traded or cleared derivative contracts are classified in Level 1, thus transfers of assets and liabilities into and/or out of Level 1 occur infrequently. Transfers into Level 1 would generally only be expected to occur when an exchange cleared derivative contract historically valued using a valuation model as the result of a lack of observable inputs becomes sufficiently observable, resulting in the valuation price being essentially the exchange traded price. There were no significant transfers into or out of Level 1 during the periods presented.

        Readily marketable inventories —RMI reported at fair value are valued based on commodity futures exchange quotations, broker or dealer quotations, or market transactions in either listed or OTC markets with appropriate adjustments for differences in local markets where Bunge's inventories are located. In such cases, the inventory is classified within Level 2. Certain inventories may utilize

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

significant unobservable data related to local market adjustments to determine fair value. In such cases, the inventory is classified as Level 3.

        If Bunge used different methods or factors to determine fair values, amounts reported as unrealized gains and losses on derivative contracts and RMI at fair value in the consolidated balance sheets and consolidated statements of income could differ. Additionally, if market conditions change subsequent to the reporting date, amounts reported in future periods as unrealized gains and losses on derivative contracts and RMI at fair value in the consolidated balance sheets and consolidated statements of income could differ.

        Level 3 Measurements —Transfers in and/or out of Level 3 represent existing assets or liabilities that were either previously categorized as a higher level for which the inputs to the model became unobservable or assets and liabilities that were previously classified as Level 3 for which the lowest significant input became observable during the period. Bunge's policy regarding the timing of transfers between levels is to record the transfers at the beginning of the reporting period.

        Level 3 Derivatives —Level 3 derivative instruments utilize both market observable and unobservable inputs within the fair value measurements. These inputs include commodity prices, price volatility, interest rates, volumes and locations. In addition, with the exception of the exchange cleared instruments, Bunge is exposed to loss in the event of the non-performance by counterparties on OTC derivative instruments and forward purchase and sale contracts. Adjustments are made to fair values on occasions when non-performance risk is determined to represent a significant input in Bunge's fair value determination. These adjustments are based on Bunge's estimate of the potential loss in the event of counterparty non-performance. Bunge did not have significant adjustments related to non-performance by counterparties at December 31, 2016 and 2015, respectively.

        Level 3 Readily marketable inventories and other —The significant unobservable inputs resulting in Level 3 classification for RMI, physically settled forward purchase and sale contracts, and trade accounts receivable and payable, net, relate to certain management estimations regarding costs of transportation and other local market or location-related adjustments, primarily freight related adjustments in the interior of Brazil and the lack of market corroborated information in Canada. In both situations, Bunge uses proprietary information such as purchase and sale contracts and contracted prices for freight, premiums and discounts to value its contracts. Movements in the price of these unobservable inputs alone would not have a material effect on Bunge's financial statements as these contracts do not typically exceed one future crop cycle.

        The tables below present reconciliations for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31,

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

2016 and 2015. These instruments were valued using pricing models that management believes reflect the assumptions that would be used by a marketplace participant.

 
  Level 3 Instruments  
 
  Fair Value Measurements  
(US$ in millions)
  Derivatives,
Net (1)
  Readily
Marketable
Inventories
  Trade
Accounts
Receivable/
Payable, Net (2)
  Total  

Balance, January 1, 2016

  $ 167   $ 245   $ (44 ) $ 368  

Total gains and losses (realized/unrealized) included in cost of goods sold

    (88 )   162     24     98  

Purchases

        1,107     (222 )   885  

Sales

        (1,400 )       (1,400 )

Issuances

    (1 )           (1 )

Settlements

    (133 )       206     73  

Transfers into Level 3

    (4 )   760     (78 )   678  

Transfers out of Level 3

    8     (637 )   70     (559 )

Balance, December 31, 2016

  $ (51 ) $ 237   $ (44 ) $ 142  

(1)
Derivatives, net include Level 3 derivative assets and liabilities.

(2)
Trade Accounts Receivable and Trade Accounts Payable, net, include Level 3 inventory related receivables and payables.
 
  Level 3 Instruments  
 
  Fair Value Measurements  
(US$ in millions)
  Derivatives,
Net (1)
  Readily
Marketable
Inventories
  Trade
Accounts
Receivable/
Payable, Net (2)
  Total  

Balance, January 1, 2015

  $ (2 ) $ 255   $ (33 ) $ 220  

Total gains and losses (realized/unrealized) included in cost of goods sold

    389     135     (6 )   518  

Purchases

    1     1,329     (12 )   1,318  

Sales

        (1,982 )       (1,982 )

Issuances

    (1 )       (327 )   (328 )

Settlements

    (219 )       610     391  

Transfers into Level 3

    5     845     (204 )   646  

Transfers out of Level 3

    (6 )   (337 )   (72 )   (415 )

Balance, December 31, 2015

  $ 167   $ 245   $ (44 ) $ 368  

(1)
Derivatives, net include Level 3 derivative assets and liabilities.

(2)
Trade Accounts Receivable and Trade Accounts Payable, net, include Level 3 inventory related receivables and payables.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

        The tables below summarize changes in unrealized gains or (losses) recorded in earnings during the years ended December 31, 2016 and 2015 for Level 3 assets and liabilities that were held at December 31, 2016 and 2015.

 
  Level 3 Instruments  
 
  Fair Value Measurements  
(US$ in millions)
  Derivatives,
Net (1)
  Readily
Marketable
Inventories
  Trade
Accounts
Receivable and
Payable, Net (2)
  Total  

Changes in unrealized gains and (losses) relating to assets and liabilities held at December 31, 2016

                         

Cost of goods sold

  $ (1 ) $ (41 ) $ 1   $ (48 )

Changes in unrealized gains and (losses) relating to assets and liabilities held at December 31, 2015

                         

Cost of goods sold

  $ 37   $ (13 ) $ (2 ) $ 22  

(1)
Derivatives, net include Level 3 derivative assets and liabilities.

(2)
Trade Accounts Receivable and Trade Accounts Payable, net, include Level 3 inventory related receivables and payables.

Derivative Instruments and Hedging Activities

        Interest rate derivatives —Bunge from time-to-time uses interest rate derivatives, including interest rate swaps, interest rate basis swaps, interest rate options or interest rate futures. Bunge has entered into interest rate swap agreements for the purpose of managing certain of its interest rate exposures. The interest rate swaps used by Bunge as hedging instruments have been recorded at fair value in the consolidated balance sheets with changes in fair value recorded contemporaneously in earnings. These swap agreements have been designated as fair value hedges. Additionally, the carrying amount of the associated hedged debt is adjusted through earnings for changes in the fair value arising from changes in benchmark interest rates. Ineffectiveness is recognized to the extent that these two adjustments do not offset.

        As of December 31, 2016, Bunge had fixed-to-variable interest rate swap agreements. Below is a summary of Bunge's current interest rate swap agreements designated as fair value hedge agreements as of December 31, 2016.

Notional Amount of Hedged
Obligation
  Notional
Amount of
Derivative
  Maturity Date   Payment Weighted
Average Rate Payable
  Fixed Rate
Receivable
 

$500

  $ 500   November 24, 2020   3 month LIBOR plus 1.91%     3.50 %

euro 800

  euro 800   June 16, 2023   6 month EURIBOR plus 1.64%     1.85 %

$550

  $ 550   August 15, 2026   3 month LIBOR plus 1.12%     3.25 %

        Additionally, on various dates in 2016, Bunge entered into interest rate futures, one year interest rate swap agreements and forward rate agreements that do not qualify for hedge accounting, and therefore Bunge has not designated these as hedge instruments for accounting purposes. The interest

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

rate futures, interest rate swaps and forward rate agreements have been recorded at fair value in the consolidated condensed balance sheets with changes in fair value recorded contemporaneously in earnings. Below is a summary of Bunge's outstanding interest rate swap agreements and forward rate agreements.

 
  December 31, 2016
 
  Exchange
Traded
   
   
   
 
  Non-exchange
Traded
   
 
  Net (Short) &
Long (1)
  Unit of
Measure
(US$ in millions)
  (Short) (2)   Long (2)

Interest Rate

                     

Futures

  $ 5   $   $   Notional

Swaps

        (500 )   569   Notional

Forward Rate Agreements

        (68 )   979   Notional

(1)
Exchange traded derivatives are presented on a net (short) and long position basis.

(2)
Non-exchange traded derivatives are presented on a gross (short) and long position basis.

        Foreign exchange derivatives and hedging activities —Bunge uses a combination of foreign exchange forward, swap and option contracts in certain of its operations to mitigate the risk from exchange rate fluctuations in connection with certain commercial and balance sheet exposures. The foreign exchange forward and option contracts may be designated as cash flow hedges. Bunge may also use net investment hedges to partially offset the translation adjustments arising from the remeasurement of its investment in certain of its foreign subsidiaries.

        Foreign exchange risk is also managed through the use of foreign currency debt. Bunge has 800 million euro senior unsecured euro-denominated notes of which 797 million euro is designated as, and effective as, a net investment hedge of euro denominated assets. Accordingly, foreign currency transaction gains or losses due to spot rate fluctuations on the euro-denominated debt instruments are included in foreign currency translation adjustment within OCI.

        Bunge assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedge transactions are highly effective in offsetting changes in the hedged items.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

        The table below summarizes the notional amounts of open foreign exchange positions.

 
  December 31, 2016
 
  Exchange
Traded
   
   
   
 
  Non-exchange
Traded
   
 
  Net (Short) &
Long (1)
  Unit of
Measure
(US$ in millions)
  (Short) (2)   Long (2)

Foreign Exchange

                     

Options

  $   $ (126 ) $ 268   Delta

Forwards

        (8,889 )   6,126   Notional

Swaps

        (129 )   157   Notional

(1)
Exchange traded derivatives are presented on a net (short) and long position basis.

(2)
Non-exchange traded derivatives are presented on a gross (short) and long position basis.

        Commodity derivatives —Bunge uses commodity derivative instruments to manage its exposure to movements associated with agricultural commodity prices. Bunge generally uses exchange traded futures and options contracts to minimize the effects of changes in the prices of agricultural commodities on its agricultural commodity inventories and forward purchase and sale contracts, but may also from time-to-time enter into OTC commodity transactions, including swaps, which are settled in cash at maturity or termination based on exchange-quoted futures prices. Forward purchase and sale contracts are primarily settled through delivery of agricultural commodities. While Bunge considers these exchange traded futures and forward purchase and sale contracts to be effective economic hedges, Bunge does not designate or account for the majority of its commodity contracts as hedges. The forward contracts require performance of both Bunge and the contract counterparty in future periods. Contracts to purchase agricultural commodities generally relate to current or future crop years for delivery periods quoted by regulated commodity exchanges. Contracts for the sale of agricultural commodities generally do not extend beyond one future crop cycle.

        The table below summarizes the volumes of open agricultural commodities derivative positions.

 
  December 31, 2016
 
  Exchange
Traded
   
   
   
 
  Non-exchange Traded    
 
  Net (Short) &
Long (1)
  Unit of
Measure
 
  (Short) (2)   Long (2)

Agricultural Commodities

                     

Futures

    (6,914,908 )         Metric Tons

Options

    (334,494 )         Metric Tons

Forwards

        (35,672,883 )   25,960,476   Metric Tons

Swaps

        (3,326,874 )   1,442,144   Metric Tons

(1)
Exchange traded derivatives are presented on a net (short) and long position basis.

(2)
Non-exchange traded derivatives are presented on a gross (short) and long position basis.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

        Ocean freight derivatives —Bunge uses derivative instruments referred to as freight forward agreements (FFAs) and FFA options to hedge portions of its current and anticipated ocean freight costs. Changes in the fair values of ocean freight derivatives that are not designated as hedges are recorded in earnings. There were no designated hedges at December 31, 2016 and 2015, respectively.

        The table below summarizes the open ocean freight positions.

 
  December 31, 2016
 
  Exchange
Cleared
   
   
   
 
  Non-exchange
Cleared
   
 
  Net (Short) &
Long (1)
  Unit of
Measure
 
  (Short) (2)   Long (2)

Ocean Freight

                     

FFA

    (3,165 )         Hire Days

FFA Options

    (467 )         Hire Days

(1)
Exchange cleared derivatives are presented on a net (short) and long position basis.

(2)
Non-exchange cleared derivatives are presented on a gross (short) and long position basis.

        Energy derivatives —Bunge uses energy derivative instruments for various purposes including to manage its exposure to volatility in energy costs. Bunge's operations use energy, including electricity, natural gas, coal, and fuel oil, including bunker fuel.

        The table below summarizes the open energy positions.

 
  December 31, 2016
 
  Exchange
Traded
   
   
   
 
  Non-exchange Cleared    
 
  Net (Short) &
Long (1)
  Unit of
Measure (3)
 
  (Short) (2)   Long (2)

Natural Gas (3)

                     

Futures

    3,930,000           MMBtus

Swaps

            1,351,351   MMBtus

Energy—Other

                     

Futures

    1,777           Metric Tons

Forwards

            6,048,869   Metric Tons

Swaps

    215,100           Metric Tons

Options

    (1,285 )         Metric Tons

(1)
Exchange traded and cleared derivatives are presented on a net (short) and long position basis.

(2)
Non-exchange cleared derivatives are presented on a gross (short) and long position basis.

(3)
Million British Thermal Units ("MMBtus") are standard units of measurement used to denote an amount of electricity and natural gas, respectively.

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

The Effect of Financial Instruments on the Consolidated Statements of Income

        The table below summarizes the effect of derivative instruments that are designated as fair value hedges and also derivative instruments that are undesignated on the consolidated statements of income for the years ended December 31, 2016 and 2015.

 
   
  Gain or (Loss)
Recognized in
Income on
Derivative
Instruments
 
 
   
  December 31,  
(US$ in millions)
  Location   2016   2015  

Designated Derivative Contracts:

 

Interest Rate

  Interest income/Interest expense   $ 5   $  

Total

      $ 5   $  

Undesignated Derivative Contracts:

 

Interest Rate

  Interest income/Interest expense   $ (4 ) $  

Interest Rate

  Other income (expense)-net         (2 )

Foreign Exchange

  Foreign exchange gains (losses)     267     (302 )

Foreign Exchange

  Cost of goods sold     772     (620 )

Commodities

  Cost of goods sold     (618 )   1,062  

Freight

  Cost of goods sold     8     6  

Energy

  Cost of goods sold     19     (25 )

Total

      $ 444   $ 119  

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

        The table below summarizes the effect of financial instruments that are designated and qualify as cash flow and net investment hedges on the consolidated statement of income.

 
  Year Ended December 31, 2016  
 
   
   
  Gain or (Loss)
Reclassified from
Accumulated OCI into
Income (1)
   
   
 
 
   
  Gain or
(Loss)
Recognized in
Accumulated
OCI (1)
  Gain or (Loss) Recognized
in Income on Derivatives
 
 
  Notional Amount  
(US$ in millions)
  Location   Amount   Location   Amount (2)  

Cash Flow Hedge:

                                 

Foreign Exchange (3)

  $ 181   $ 48   Foreign exchange gains (losses)   $ 16   Foreign exchange gains (losses)   $  

Total

  $ 181   $ 48       $ 16       $  

Net Investment Hedge:

                                 

Foreign Currency denominated debt (4)

  $ 881   $ 41   Foreign currency denominated debt   $   Foreign currency denominated debt   $  

Foreign Exchange (3)

  $   $ (394 ) Foreign exchange gains (losses)   $   Foreign exchange gains (losses)   $  

Total

  $ 881   $ (353 )     $       $  

(1)
The gain (loss) recognized relates to the effective portion of the hedging relationship. At December 31, 2016, Bunge expects to reclassify into income in the next 12 months $44 million of after-tax loss related to its foreign exchange cash flow hedges and nil for net investment hedges.

(2)
There was no gain or loss recognized in income relating to the ineffective portion of the hedging relationships or relating to amounts excluded from the assessment of hedge effectiveness.

(3)
The foreign exchange contracts mature at various dates through January 2018.

(4)
The euro loans mature in 2023.

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

        The table below summarizes the effect of financial instruments that are designated and qualify as cash flow hedges on the condensed consolidated statement of income for the year ended December 31, 2015.

 
  Year Ended December 31, 2015  
 
   
   
  Gain or (Loss)
Reclassified from
Accumulated OCI into
Income (1)
   
   
 
 
   
  Gain or
(Loss)
Recognized in
Accumulated
OCI (1)
  Gain or (Loss) Recognized
in Income on Derivatives
 
 
  Notional Amount  
(US$ in millions)
  Location   Amount   Location   Amount (2)  

Cash Flow Hedge:

                                 

Foreign Exchange (3)

  $ 238   $ 76   Foreign exchange gains (losses)   $ (76 ) Foreign exchange gains (losses)   $  

Total

  $ 238   $ 76       $ (76 )     $  

Net Investment Hedge:

                                 

Foreign Exchange (3)

  $ 1,878   $ 223   Foreign exchange gains (losses)   $   Foreign exchange gains (losses)   $  

Total

  $ 1,878   $ 223       $       $  

(1)
The gain or (loss) recognized relates to the effective portion of the hedging relationship. At December 31, 2015, Bunge expected to reclassify into income in the next 12 months approximately $76 million of after-tax gains (losses) related to its foreign exchange cash flow hedges and nil for net investment hedges.

(2)
There was no gain or loss recognized in income relating to the ineffective portion of the hedging relationships or to amounts excluded from the assessment of hedge effectiveness.

(3)
The foreign exchange contracts matured at various dates through November 2020.

15. SHORT-TERM DEBT AND CREDIT FACILITIES

        Bunge's short-term borrowings are typically sourced from various banking institutions and the U.S. commercial paper market. Bunge also borrows from time to time in local currencies in various foreign jurisdictions. Interest expense includes facility commitment fees, amortization of deferred financing costs and charges on certain lending transactions, including certain intercompany loans and foreign

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. SHORT-TERM DEBT AND CREDIT FACILITIES (Continued)

currency conversions in Brazil. The weighted-average interest rate on short-term borrowings at December 31, 2016 and 2015 was 8.69% and 4.92%, respectively.

 
  December 31,  
(US$ in millions)
  2016   2015  

Lines of credit:

             

Secured, variable interest rate of 2.33%

  $   $ 25  

Unsecured, variable interest rates from 1.27% to 32.00% (1)

    257     623  

Total short-term debt

  $ 257   $ 648  

(1)
Includes $148 million and $137 million of local currency borrowings in certain Central and Eastern European, South American, South African and Asia-Pacific countries at a weighted-average interest rate of 13.63% and 15.54% as of December 31, 2016 and 2015, respectively.

        Bunge's commercial paper program is supported by an identical amount of committed back up bank credit lines (the "Liquidity Facility") provided by banks that are rated at least A-1 by Standard & Poor's Financial Services and P-1 by Moody's Investors Service. On November 20, 2014, Bunge entered into an unsecured $600 million five-year Liquidity Facility with certain lenders party thereto. The Liquidity Facility replaced the then existing $600 million five-year liquidity facility, dated as of November 17, 2011. The cost of borrowing under the Liquidity Facility would typically be higher than the cost of issuing under Bunge's commercial paper program. At December 31, 2016 and December 31, 2015, there were no borrowings outstanding under the commercial paper program and no borrowings under the Liquidity Facility.

        In addition to the committed facilities discussed above, from time-to-time, Bunge Limited and/or its financing subsidiaries enter into uncommitted bilateral short-term credit lines as necessary based on its financing requirements. At December 31, 2016 and 2015, nil and nil were outstanding under these bilateral short-term credit lines, respectively. Loans under such credit lines are non-callable by the respective lenders. In addition, Bunge's operating companies had $257 million in short-term borrowings outstanding from local bank lines of credit at December 31, 2016 to support working capital requirements.

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. LONG-TERM DEBT AND CREDIT FACILITIES

        Long-term debt obligations are summarized below.

 
  December 31,  
(US$ in millions)
  2016   2015  

Revolving credit facilities

  $   $ 752  

Term loan due 2019—three-month Yen LIBOR plus 0.75% (Tranche A)

    243     237  

Term loan due 2019—fixed Yen interest rate of 0.96% (Tranche B)

    51     50  

Term loan due 2019—three-month LIBOR plus 1.30% (Tranche C)

    85     85  

4.10% Senior Notes due 2016

        500  

5.90% Senior Notes due 2017

    250     250  

3.20% Senior Notes due 2017

    600     600  

8.50% Senior Notes due 2019

    600     600  

3.50% Senior Notes due 2020

    497     497  

1.85% Senior Notes due 2023—Euro

    843      

3.25% Senior Notes due 2026

    694      

Consolidated investment fund debt (1)

        53  

Other

    144     171  

Subtotal

    4,007     3,795  

Less: Current portion of long-term debt

    (938 )   (869 )

Total long-term debt

  $ 3,069   $ 2,926  

(1)
There is no consolidated investment fund debt as of December 31, 2016. Bunge elected to account for $53 million at fair value as of December 31, 2015.

        The fair values of long-term debt, including current portion, at December 31, 2016 and 2015 $4,163 million and $3,940 million, respectively, are calculated based on interest rates currently available on comparable maturities to companies with credit standing similar to that of Bunge. The carrying amounts and fair values of long-term debt are as follows:

 
  December 31,
2016
  December 31,
2015
 
(US$ in millions)
  Carrying
Value
  Fair Value
(Level 2)
  Fair Value
(Level 3)
  Carrying
Value
  Fair Value
(Level 2)
  Fair Value
(Level 3)
 

Long-term debt, including current portion

  $ 4,007   $ 4,163   $   $ 3,795   $ 3,887   $ 53  

        On August 15, 2016, Bunge completed the sale of $700 million aggregate principal amount of 3.25% senior notes due August 15, 2026. The unsecured senior notes were issued by Bunge's 100% owned finance subsidiary, Bunge Limited Finance Corp., and are fully and unconditionally guaranteed by Bunge. The offering was made pursuant to a registration statement filed with the U.S. Securities and Exchange Commission. The net proceeds of $695 million were used for general corporate purposes, including, but not limited to, the repayment of outstanding indebtedness, which includes indebtedness under revolving credit facilities.

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. LONG-TERM DEBT AND CREDIT FACILITIES (Continued)

        On June 24, 2016, Bunge completed the refinancing on a $200 million three-year committed unsecured bilateral revolving credit facility, to mature on June 24, 2019. A further $500 million of unsecured bilateral revolving credit facilities were refinanced on September 23, 2016 to mature on September 23, 2019. Borrowings under these facilities bear interest at LIBOR plus a margin, which will vary from 0.65% to 1.40% per annum based on the credit ratings on its senior long-term unsecured debt. Amounts under the Facilities that remain undrawn are subject to a commitment fee payable at a rate ranging from 0.20% to 0.25%.

        On June 16, 2016, Bunge completed the sale of 600 million euro (approximately $670 million) aggregate principal amount of 1.85% senior notes due June 16, 2023 ("Notes"). Additionally, on November 17, 2016 Bunge completed the sale of 200 million euro (approximately $214 million) of the Notes bringing the aggregate principal amount to 800 million euro. The Notes were issued by Bunge's 100% owned finance subsidiary, Bunge Finance Europe B.V., and are fully and unconditionally guaranteed by Bunge. The offering was made pursuant to a registration statement filed with the U.S. Securities and Exchange Commission. The aggregated net proceeds of 802 million euro (approximately $887 million) were used for general corporate purposes, including, but not limited to the repayment of outstanding indebtedness, which includes indebtedness under revolving credit facilities.

        At December 31, 2016, Bunge had $5,015 million of unused and available borrowing capacity under its committed long-term credit facilities with a number of lending institutions.

        Certain land, property, equipment and investments in consolidated subsidiaries having a net carrying value of approximately $63 million at December 31, 2016 have been mortgaged or otherwise collateralized against long-term debt of $41 million at December 31, 2016.

        Principal Maturities —Principal maturities of long-term debt at December 31, 2016 are as follows:

(US$ in millions)
   
 

2017

  $ 938  

2018

    14  

2019

    992  

2020

    511  

2021

    18  

Thereafter

    1,551  

Total (1)

  $ 4,024  

(1)
Excludes changes in long-term debt attributable to fair value hedge accounting of $17 million.

        Bunge's credit facilities and certain senior notes require it to comply with specified financial covenants related to minimum net worth, minimum current ratio, a maximum debt to capitalization ratio and limitations on secured indebtedness. Bunge was in compliance with these covenants at December 31, 2016.

        During the years ended December 31, 2016, 2015 and 2014, Bunge paid interest, net of interest capitalized, of $234 million, $227 million and $223 million, respectively.

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. TRADE RECEIVABLES SECURITIZATION PROGRAM

        Bunge and certain of its subsidiaries participate in a trade receivables securitization program ("Program") with a financial institution, as administrative agent, and certain commercial paper conduit purchasers and committed purchasers (collectively, the Purchasers) that provides for funding of up to $700 million against receivables sold into the Program. The Program is designed to enhance Bunge's financial flexibility by providing an additional source of liquidity for its operations. In connection with the Program, certain of Bunge's U.S. and non-U.S. subsidiaries that originate trade receivables may sell eligible receivables in their entirety on a revolving basis to a consolidated bankruptcy remote special purpose entity, Bunge Securitization B.V. ("BSBV") formed under the laws of The Netherlands. BSBV in turn sells such purchased trade receivables to the administrative agent (acting on behalf of the Purchasers) pursuant to a receivables transfer agreement. In connection with these sales of accounts receivable, Bunge receives a portion of the proceeds up front and an additional amount upon the collection of the underlying receivables, which is expected to be generally between 10% and 15% of the aggregate amount of receivables sold through the Program.

        Koninklijke Bunge B.V., a wholly owned subsidiary of Bunge, acts as master servicer, responsible for servicing and collecting the accounts receivable for the Program. The Program terminates on May 26, 2021. The trade receivables sold under the program are subject to specified eligibility criteria, including eligible currencies, and country and obligor concentration limits.

        The table below summarizes the cash flows and discounts of Bunge's trade receivables associated with the Program. Servicing fees under the Program were not significant in any period.

(US$ in millions)
  December 31,
2016
  December 31,
2015
 

Receivables sold which were derecognized on Bunge balance sheet

  $ 628   $ 524  

Proceeds received in cash related to transfer of receivables

  $ 9,197   $ 10,396  

Cash collections from customers on receivables previously sold

  $ 9,176   $ 10,542  

Gross receivables sold

  $ 9,405   $ 10,601  

 

(US$ in millions)
  December 31,
2016
  December 31,
2015
  December 31,
2014
 

Discounts related to gross receivables sold included in SG&A

  $ 6   $ 5   $ 7  

 

(US$ in millions)
  December 31,
2016
  December 31,
2015
 

Deferred purchase price included in other current assets

  $ 87   $ 79  

        Bunge's risk of loss following the sale of the trade receivables is limited to the deferred purchase price ("DPP"), and is included in other current assets in the consolidated balance sheets (see Note 5). The DPP will be repaid in cash as receivables are collected, generally within 30 days. Delinquencies and credit losses on trade receivables sold under the Program during the years ended December 31,

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. TRADE RECEIVABLES SECURITIZATION PROGRAM (Continued)

2016 and 2015 were insignificant. Bunge has reflected all cash flows under the Program as operating cash flows in the consolidated statements of cash flows for the years ended December 31, 2016, 2015 and 2014.

18. EMPLOYEE BENEFIT PLANS

        Certain U.S., Canadian, European and Brazilian based subsidiaries of Bunge sponsor non-contributory defined benefit pension plans covering substantially all employees of the subsidiaries. The plans provide benefits based primarily on participants' salary and length of service. The funding policies for Bunge's defined benefit pension plans are determined in accordance with statutory funding requirements. The most significant defined benefit plan is in the United States. The U.S. funding policy requires at least those amounts required by the Pension Protection Act of 2006. Assets of the plans consist primarily of equity and fixed income investments.

        Certain United States and Brazil based subsidiaries of Bunge have benefit plans to provide certain postretirement healthcare benefits to eligible retired employees of those subsidiaries. The plans require minimum retiree contributions and define the maximum amount the subsidiaries will be obligated to pay under the plans. Bunge's policy is to fund these costs as they become payable.

        Plan Amendments and Transfers In and Out —There were no significant amendments, settlements or transfers into or out of Bunge's employee benefit plans during the years ended December 31, 2016 or 2015.

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. EMPLOYEE BENEFIT PLANS (Continued)

        The following table sets forth in aggregate the changes in the defined benefit pension and postretirement benefit plans' benefit obligations, assets and funded status at December 31, 2016 or 2015. A measurement date of December 31 was used for all plans.

 
  Pension
Benefits
December 31,
  Postretirement
Benefits
December 31,
 
(US$ in millions)
  2016   2015   2016   2015  

Change in benefit obligations:

                         

Benefit obligation at the beginning of year

  $ 864   $ 906   $ 56   $ 69  

Service cost

    32     35          

Interest cost

    35     33     7     5  

Plan curtailments

    (3 )   (6 )        

Actuarial (gain) loss, net

    31     (54 )   8     8  

Employee contributions

    6     6     1     1  

Net transfers in (out)

    8              

Plan settlements

    (5 )   (6 )        

Benefits paid

    (21 )   (30 )   (7 )   (8 )

Expenses paid

    (2 )   (3 )        

Impact of foreign exchange rates

    (4 )   (17 )   9     (19 )

Benefit obligation at the end of year

  $ 941   $ 864   $ 74   $ 56  

Change in plan assets:

                         

Fair value of plan assets at the beginning of year

  $ 689   $ 650   $   $  

Actual return on plan assets

    53     (3 )        

Employer contributions

    20     90     6     7  

Employee contributions

    6     6     1     1  

Plan settlements

    (4 )   (6 )        

Effect of plan combinations

    1              

Benefits paid

    (21 )   (30 )   (7 )   (8 )

Expenses paid

    (3 )   (3 )        

Impact of foreign exchange rates

    (1 )   (15 )        

Fair value of plan assets at the end of year

  $ 740   $ 689   $   $  

Funded (unfunded) status and net amounts recognized:

                         

Plan assets (less than) in excess of benefit obligation

  $ (201 ) $ (175 ) $ (74 ) $ (56 )

Net (liability) asset recognized in the balance sheet

  $ (201 ) $ (175 ) $ (74 ) $ (56 )

Amounts recognized in the balance sheet consist of:

                         

Non-current assets

  $ 16   $ 12   $   $  

Current liabilities

    (5 )   (5 )   (8 )   (6 )

Non-current liabilities

    (212 )   (182 )   (66 )   (50 )

Net liability recognized

  $ (201 ) $ (175 ) $ (74 ) $ (56 )

        Included in accumulated other comprehensive income for pension benefits at December 31, 2016 are the following amounts that have not yet been recognized in net periodic benefit costs: unrecognized

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. EMPLOYEE BENEFIT PLANS (Continued)

prior service credit of $6 million ($4 million, net of tax) and unrecognized actuarial loss of $190 million ($124 million, net of tax). Expected prior service costs and unrecognized actuarial losses as a component of net periodic benefit costs included in accumulated other comprehensive income in 2016 is $10 million ($7 million, net of tax).

        Included in accumulated other comprehensive income for postretirement healthcare benefits at December 31, 2016 are the following amounts that have not yet been recognized in net periodic benefit costs: unrecognized prior service credit of $1 million ($1 million, net of tax), and unrecognized actuarial loss of $14 million ($9 million, net of tax). Bunge does not expect to recognize any unrecognized prior service credits or unrecognized actuarial losses as components of net periodic benefit costs for its postretirement benefit plans in 2016.

        Bunge has aggregated certain defined benefit pension plans with projected benefit obligations in excess of fair value of plan assets with pension plans that have fair value of plan assets in excess of projected benefit obligations. At December 31, 2016, $941 million projected benefit obligations includes plans with projected benefit obligations of $806 million which were in excess of the fair value of related plan assets of $589 million. At December 31, 2015, the $864 million projected benefit obligations include plans with projected benefit obligations of $758 million which were in excess of the fair value of related plan assets of $570 million. The accumulated benefit obligation for the defined pension benefit plans, respectively, was $850 million at December 31, 2016 and $786 million at December 31, 2015.

        The following table summarizes information relating to aggregated defined benefit pension plans with an accumulated benefit obligation in excess of plan assets:

 
  Pension
Benefits
December 31,
 
(US$ in millions)
  2016   2015  

Projected benefit obligation

  $ 680   $ 642  

Accumulated benefit obligation

  $ 617   $ 588  

Fair value of plan assets

  $ 484   $ 474  

        At December 31, 2016, for measurement purposes related to postretirement benefit plans, an 8.8% annual rate of increase in the per capita cost of covered healthcare benefits was assumed for 2016, decreasing to 8.0% by 2038, remaining at that level thereafter. At December 31, 2015, for measurement purposes related to postretirement benefit plans, an 8.1% annual rate of increase in the per capita cost of covered healthcare benefits was assumed for 2015, decreasing to 7.4% by 2029, remaining at that level thereafter.

        A one-percentage point change in assumed healthcare cost trend rates would have the following effects:

(US$ in millions)
  One-percentage
point increase
  One-percentage
point decrease
 

Effect on total service and interest cost

  $ 1   $  

Effect on postretirement benefit obligation

  $ 5   $ (5 )

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. EMPLOYEE BENEFIT PLANS (Continued)

        The components of net periodic benefit costs are as follows for defined benefit pension plans and postretirement benefit plans:

 
  Pension Benefits
December 31,
  Postretirement
Benefits
December 31,
 
(US$ in millions)
  2016   2015   2014   2016   2015   2014  

Service cost

  $ 32   $ 35   $ 30   $   $   $  

Interest cost

    35     33     36     7     5     6  

Expected return on plan assets

    (44 )   (42 )   (39 )            

Amortization of prior service cost

        1     1              

Amortization of net loss

    10     12     4             (1 )

Curtailment loss

        1                 (2 )

Settlement loss recognized

        1                  

Special termination benefit

    1                      

Net periodic benefit costs

  $ 34   $ 41   $ 32   $ 7   $ 5   $ 3  

        The weighted-average actuarial assumptions used in determining the benefit obligation under the defined benefit pension and postretirement benefit plans are as follows:

 
  Pension
Benefits
December 31,
  Postretirement
Benefits
December 31,
 
 
  2016   2015   2016   2015  

Discount rate

    3.9 %   4.2 %   10.8 %   11.4 %

Increase in future compensation levels

    3.2 %   3.3 %   N/A     N/A  

        The weighted-average actuarial assumptions used in determining the net periodic benefit cost under the defined benefit pension and postretirement benefit plans are as follows:

 
  Pension Benefits
December 31,
  Postretirement
Pension Benefits
December 31,
 
 
  2016   2015   2014   2016   2015   2014  

Discount rate

    4.2 %   3.8 %   4.9 %   11.4 %   9.8 %   10.0 %

Expected long-term rate of return on assets

    6.4 %   6.7 %   6.7 %   N/A     N/A     N/A  

Increase in future compensation levels

    3.3 %   3.5 %   3.5 %   N/A     N/A     N/A  

        The sponsoring subsidiaries select the expected long-term rate of return on assets in consultation with their investment advisors and actuaries. These rates are intended to reflect the average rates of earnings expected on the funds invested or to be invested to provide required plan benefits. The plans are assumed to continue in effect as long as assets are expected to be invested.

        In estimating the expected long-term rate of return on assets, appropriate consideration is given to historical performance for the major asset classes held or anticipated to be held by the applicable plan trusts and to current forecasts of future rates of return for those asset classes. Cash flows and expenses are taken into consideration to the extent that the expected returns would be affected by them. As assets are generally held in qualified trusts, anticipated returns are not reduced for taxes.

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. EMPLOYEE BENEFIT PLANS (Continued)

        Pension Benefit Plan Assets —The objectives of the plans' trust funds are to sufficiently diversify plan assets to maintain a reasonable level of risk without imprudently sacrificing returns, with a target asset allocation of approximately 40% fixed income securities and approximately 60% equities. Bunge implements its investment strategy through a combination of indexed mutual funds and a proprietary portfolio of fixed income securities. Bunge's policy is not to invest plan assets in Bunge Limited shares.

        Plan investments are stated at fair value which is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan classifies its investments in Level 1, which refers to securities that are actively traded on a public exchange and valued using quoted prices from active markets for identical assets, Level 2, which refers to securities not traded in an active market but for which observable market inputs are readily available and Level 3, which refers to other assets valued based on significant unobservable inputs.

        The fair values of Bunge's defined benefit pension plans' assets at the measurement date, by category, are as follows:

 
  Fair Value Measurements at December 31, 2016  
 
  Pension Benefits  
(US$ in millions)
Asset Category
  Total   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
  Significant
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 

Cash

  $ 8   $ 8   $   $  

Equities:

                         

Mutual Funds (1)

    406     366     40      

Fixed income securities:

                         

Mutual Funds (2)

    299     199     100      

Others (3)

    27         23     4  

Total

  $ 740   $ 573   $ 163   $ 4  

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18. EMPLOYEE BENEFIT PLANS (Continued)


 
  Fair Value Measurements at December 31, 2015  
 
  Pension Benefits  
(US$ in millions)
Asset Category
  Total   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
  Significant
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 

Cash

  $ 81   $ 81   $   $  

Equities:

                         

Mutual Funds (1)

    354     306     48      

Fixed income securities:

                         

Mutual Funds (2)

    242     80     162      

Others (3)

    12         12      

Total

  $ 689   $ 467   $ 222   $  

(1)
This category represents a portfolio of equity investments comprised of equity index funds that invest in U.S. equities and non-U.S. equities. The U.S. equities are comprised of investments focusing on large, mid and small cap companies and non-U.S. equities are comprised of international, emerging markets and real estate investment trusts.

(2)
This category represents a portfolio of fixed income investments in mutual funds comprised of investment grade U.S. government bonds and notes, foreign government bonds and corporate bonds from diverse industries.

(3)
This category represents a portfolio consisting of a mixture of equity, fixed income and cash.

    Bunge expects to contribute $13 million and $8 million, respectively, to its defined benefit pension and postretirement benefit plans in 2017.

    The following benefit payments, which reflect future service as appropriate, are expected to be paid related to defined benefit pension and postretirement benefit plans:

(US$ in millions)
  Pension
Benefit Payments
  Postretirement
Benefit Payments
 

2017

  $ 42   $ 8  

2018

    42     8  

2019

    44     8  

2020

    46     7  

2021

    48     7  

2022 and onwards

    270     30  

        Employee Defined Contribution Plans —Bunge also makes contributions to qualified defined contribution plans for eligible employees. Contributions to these plans amounted to $11 million, $11 million and $12 million during the years ended December 31, 2016, 2015 and 2014, respectively.

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19. RELATED PARTY TRANSACTIONS

        Notes receivable —Bunge holds a note receivable from Navegações Unidas Tapajós S.A., a 50% equity method investment in Brazil, having a carrying value of $20 million at December 31, 2016, which matures in June 2019, with interest based on CDI, the average one-day interbank deposit rate in Brazil.

        Bunge holds a note receivable from Solazyme Bunge Renewable Oils Cooperatief U.A., a 49.9% equity method investment in Brazil, having a carrying value of $10 million at December 31, 2016, which matures in April 2017, with an interest rate of 11.05%.

        In addition, Bunge held notes receivables from other related parties totaling $6 million at December 31, 2016, and 2015, respectively.

        Notes payable —Bunge holds a note payable with its joint venture Bunge SCF Grain LLC with a carrying value of $18 million at December 31, 2016. This note matures on March 31, 2019 with an interest rate based on LIBOR and is included in other long-term liabilities in Bunge's consolidated balance sheet.

        Other —Bunge purchased soybeans and other commodity products and received port services from certain of its unconsolidated ventures, totaling $1,054 million, $757 million and $746 million for the years ended December 31, 2016, 2015 and 2014, respectively. Bunge also sold soybeans and other commodity products and provided port services to certain of its unconsolidated ventures, totaling $326 million, $351 million and $345 million for the years ended December 31, 2016, 2015 and 2014, respectively. At December 31, 2016 and 2015, Bunge had approximately $33 million and $16 million of receivables from these ventures included in trade accounts receivable in the consolidated balance sheets as of those dates. In addition, at December 31, 2016 and 2015, Bunge had approximately $46 million and $25 million of payables to these ventures included in trade accounts payable in the consolidated balance sheets as of those dates.

        In addition, Bunge provided services during the years ended December 31, 2016, 2015 and 2014, to its unconsolidated ventures totaling $103 million, $106 million and $111 million, respectively, for services including primarily tolling and administrative support. Bunge believes all of these transaction values are similar to those that would be conducted with third parties.

20. COMMITMENTS AND CONTINGENCIES

        Bunge is party to a large number of claims and lawsuits, primarily non-income tax and labor claims in Brazil and non-income tax claims in Argentina, arising in the normal course of business. The ability to predict the ultimate outcome of such matters involves judgments, estimates and inherent uncertainties. Bunge records liabilities related to its general claims and lawsuits when the exposure item becomes probable and can be reasonably estimated. Bunge management does not expect these matters to have a material adverse effect on Bunge's financial condition, results of operations or liquidity. However, these matters are subject to inherent uncertainties and there exists the remote possibility of an adverse impact on Bunge's position in the period the uncertainties are resolved whereby the settlement of the identified contingencies could exceed the amount of provisions included in the

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20. COMMITMENTS AND CONTINGENCIES (Continued)

consolidated balance sheets. Included in other non-current liabilities at December 31, 2016 and 2015 are the following amounts related to these matters:

(US$ in millions)
  December 31,
2016
  December 31,
2015
 

Non-income tax claims

  $ 170   $ 163  

Labor claims

    82     75  

Civil and other claims

    98     78  

Total

  $ 350   $ 316  

        Non-income Tax claims —These tax claims relate principally to claims against Bunge's Brazilian subsidiaries, primarily value added tax claims (ICMS, IPI, PIS/COFINS). The determination of the manner in which various Brazilian federal, state and municipal taxes apply to the operations of Bunge is subject to varying interpretations arising from the complex nature of Brazilian tax law. In addition to the matter discussed below, Bunge monitors other potential claims in Brazil regarding these value-added taxes. In particular, Bunge monitors the Brazilian federal and state governments' responses to recent Brazilian Supreme Court decisions invalidating on constitutional grounds certain ICMS incentives and benefits granted by various states. While Bunge was not a recipient of any of the incentives and benefits that were the subject of these Supreme Court decisions, it has received other similar tax incentives and benefits, which are being challenged before the Supreme Court. Bunge has not received any tax assessment from the states that granted these incentives or benefits related to their validity and, based on the Company's evaluation of this matter as required by U.S. GAAP, no liability has been recorded in the consolidated financial statements.

        On February 13, 2015, Brazil's Supreme Federal Court ruled in a leading case that certain state ICMS tax credits for staple foods (including soy oil, margarine, mayonnaise and wheat flours) are unconstitutional. Bunge, like other companies in the Brazilian food industry, is involved in several administrative and judicial disputes with Brazilian states regarding these tax credits. While the leading case does not involve Bunge and each case is unique in facts and circumstances and applicable state law, the ruling has general precedent authority on lower court cases. Based on management's review of the ruling (without considering the future success of any potential clarification or modulation of the ruling) and its general application to Bunge's pending cases, management recorded a liability of 468 million Brazilian reais (approximately $144 million and $120 million as of December 31, 2016 and 2015, respectively), plus applicable interest. During the fourth quarter of 2016, Bunge settled a portion of its outstanding liabilities in amnesty programs in certain Brazilian states. As of December 31, 2016, the accrued liability was 418 million Brazilian reais (approximately $128 million), plus applicable interest.

        As of December 31, 2016, the Brazilian state authorities have concluded examinations of the ICMS tax returns from 1990 to the present and have issued approximately 1,300 assessments totaling approximately 797 million Brazilian reais (approximately $245 million as of December 31, 2016), plus applicable interest and penalties on the outstanding amount. As of December 31, 2015, the claims were approximately 740 million Brazilian reais (approximately $228 million), plus applicable interest and penalties on the outstanding amount. Management intends to continue to vigorously defend against its pending state cases. Management, in consultation with external legal advisors, has established appropriate reserves for potential exposures.

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20. COMMITMENTS AND CONTINGENCIES (Continued)

        As of December 31, 2016 the Brazilian authorities have concluded examinations of the PIS COFINS tax returns and issued assessments relating to years 2004 through the first quarter of 2011. As of December 31, 2016, the cumulative claims for 2004 through 2011 were approximately 510 million Brazilian reais (approximately $156 million), plus applicable interest and penalties on the outstanding amount. As of December 31, 2015, the claims for 2004 through 2010 were approximately 500 million Brazilian reais (approximately $154 million as of December 31, 2016), plus applicable interest and penalties on the outstanding amount. Management, in consultation with external legal advisors, has established appropriate reserves for potential exposures.

        Since 2010, the Argentine tax authorities have been conducting a review of income and other taxes paid by exporters and processors of cereals and other agricultural commodities in the country. In that regard, the Company has been subject to a number of assessments, proceedings and claims related to its activities. In 2011, Bunge's subsidiary in Argentina paid $112 million of accrued export tax obligations under protest and preserved its rights with respect to such payment. In 2012, the Argentine tax authorities further assessed interest on these payments, which as of December 31, 2016, totaled approximately $234 million. In 2012, the Argentine government suspended Bunge's Argentine subsidiary from a registry of grain traders. While the suspension has not had a material adverse effect on Bunge's business in Argentina, these actions have resulted in additional administrative requirements and increased logistical costs on domestic grain shipments within Argentina. Bunge is challenging these actions in the Argentine courts.

        Labor claims —The labor claims are principally claims against Bunge's Brazilian subsidiaries. The labor claims primarily relate to dismissals, severance, health and safety, salary adjustments and supplementary retirement benefits.

        Civil and other claims —The civil and other claims relate to various disputes with third parties, including suppliers and customers.

        During the first quarter of 2016, Bunge received a notice from the Brazilian Administrative Council for Economic Defense initiating an administrative proceeding against its Brazilian subsidiary and two of its employees, certain of its former employees, several other companies in the Brazilian wheat milling industry and others for alleged anticompetitive activities in the north and northeast of Brazil. Bunge is defending against this action; however, the proceedings are at an early stage and Bunge cannot, at this time, reasonably predict the ultimate outcome of the proceedings or sanctions, if any, which may be imposed.

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20. COMMITMENTS AND CONTINGENCIES (Continued)

        Guarantees —Bunge has issued or was a party to the following guarantees at December 31, 2016:

(US$ in millions)
  Maximum
Potential
Future
Payments
 

Unconsolidated affiliates guarantee (1) (2)

  $ 99  

Residual value guarantee (3)

    222  

Total

  $ 321  

(1)
Bunge issued guarantees to certain financial institutions related to debt of certain of its unconsolidated joint ventures. The terms of the guarantees are equal to the terms of the related financings which have maturity dates in 2017 through 2022. There are no recourse provisions or collateral that would enable Bunge to recover any amounts paid under these guarantees. At December 31, 2016, Bunge recorded no obligation related to these guarantees.

(2)
Bunge issued guarantees to certain third parties related to performance of its unconsolidated joint ventures. There are no recourse provisions or collateral that would enable Bunge to recover any amounts paid under these guarantees. At December 31, 2016, Bunge recorded no obligation related to these guarantees.

(3)
Bunge issued guarantees to certain financial institutions which are party to certain operating lease arrangements for railcars and barges. These guarantees provide for a minimum residual value to be received by the lessor at conclusion of the lease term. These leases expire at various dates from 2018 through 2021. At December 31, 2016, Bunge's recorded obligation related to these guarantees was $4 million.

        Bunge Limited has provided a Guaranty to the Director of the Illinois Department of Agriculture as Trustee for Bunge North America, Inc. ("BNA"), an indirect wholly-owned subsidiary, which guarantees all amounts due and owing by BNA, to grain producers and/or depositors in the State of Illinois who have delivered commodities to BNA's Illinois facilities.

        In addition, Bunge Limited has provided full and unconditional parent level guarantees of the outstanding indebtedness under certain credit facilities entered into and senior notes issued by, its subsidiaries. At December 31, 2016, Bunge's consolidated balance sheet includes debt with a carrying amount of $4,035 million related to these guarantees. This debt includes the senior notes issued by three of Bunge's 100% owned finance subsidiaries, Bunge Limited Finance Corp., Bunge Finance Europe B.V. and Bunge N.A. Finance L.P. There are largely no restrictions on the ability of Bunge Limited Finance Corp., Bunge Finance Europe B.V. and Bunge N.A. Finance L.P. or any other Bunge subsidiary to transfer funds to Bunge Limited.

        Freight Supply Agreements —In the ordinary course of business, Bunge enters into time charter agreements for the use of ocean freight vessels and freight service on railroad lines for the purpose of transporting agricultural commodities. In addition, Bunge sells the right to use these ocean freight vessels when excess freight capacity is available. These agreements generally range from two months to approximately seven years, in the case of ocean freight vessels, depending on market conditions, and

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20. COMMITMENTS AND CONTINGENCIES (Continued)

five to nine years in the case of railroad services. Future minimum payment obligations due under these agreements are as follows:

(US$ in millions)
  Ocean
Freight
Vessels
  Railroad
Services
  Minimum
Payment
Obligations
 

2017

  $ 114   $ 43   $ 157  

2018 and 2019

    112     68     180  

2020 and 2021

    91     68     159  

2022 and thereafter

    53     102     155  

Total

  $ 370   $ 281   $ 651  

        Actual amounts paid under these contracts may differ due to the variable components of these agreements and the amount of income earned on the sales of excess capacity. The agreements for the freight service on railroad lines require a minimum monthly payment regardless of the actual level of freight services used by Bunge. The costs of Bunge's freight supply agreements are typically passed through to the customers as a component of the prices charged for its products.

        Also in the ordinary course of business, Bunge enters into relet agreements related to ocean freight vessels. Such relet agreements are similar to sub-leases. Bunge received approximately $60 million during the year ended December 31, 2016 and expects to receive payments of approximately $10 million in 2017 under such relet agreements.

        Commitments —At December 31, 2016, Bunge had approximately $16 million of purchase commitments related to its inventories, $109 million of power supply contracts and $72 million of contractual commitments related to construction in progress.

21. REDEEMABLE NONCONTROLLING INTERESTS

        In July 2012, Bunge and Nutre Farming B.V. entered into a joint venture agreement whereby Bunge acquired a 55% interest in a newly formed oilseed processing venture in its agribusiness segment in Eastern Europe. Bunge consolidates the venture in its consolidated financial statements. In conjunction with the formation of the venture, Bunge entered into an agreement to acquire the remaining 45% interest at either Bunge's or the noncontrolling interest holder's option in the future. The exercise date and price of the option were reasonably determinable. As a result, Bunge had classified the noncontrolling interest as redeemable noncontrolling interest in its consolidated balance sheet as of December 31, 2012. During the second quarter of 2016, Bunge exercised its call option for the remaining 45% interest in the joint venture for approximately $39 million. The transaction has concluded in September 2016.

22. EQUITY

        Share Repurchase Program —In May 2015, Bunge established a new program for the repurchase of up to $500 million of Bunge's issued and outstanding common shares. The program has no expiration date. Bunge did not repurchase any common shares during the fourth quarter ended December 31, 2016. Bunge repurchased 3,296,230 common shares for the nine months ended September 30, 2016 under this program for $200 million. Total repurchases under the program from its inception in May

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22. EQUITY (Continued)

2015 through December 31, 2016 were 4,707,440 shares for $300 million. Bunge completed the previous program of $975 million during the first quarter of 2015 with the repurchase of 2,460,600 common shares for $200 million.

        Cumulative Convertible Perpetual Preference Shares —Bunge has 6,900,000, 4.875% cumulative convertible perpetual preference shares (convertible preference shares), par value $0.01 outstanding at December 31, 2016. Each convertible preference share has an initial liquidation preference of $100 per share plus accumulated unpaid dividends up to a maximum of an additional $25 per share. As a result of adjustments made to the initial conversion price because cash dividends paid on Bunge Limited's common shares exceeded certain specified thresholds, each convertible preference share is convertible at any time at the holder's option into approximately 1.1507 common shares based on a conversion price of $86.9010 per convertible preference share, subject in each case to certain specified anti-dilution adjustments (which represents 7,939,830 Bunge Limited common shares at December 31, 2016).

        At any time on or after December 1, 2011, if the closing market price of Bunge's common shares equals or exceeds 130% of the conversion price of the convertible preference shares, for 20 trading days within any period of 30 consecutive trading days (including the last trading day of such period), Bunge may elect to cause all outstanding convertible preference shares to be automatically converted into the number of common shares that are issuable at the conversion price. The convertible preference shares are not redeemable by Bunge at any time.

        The convertible preference shares accrue dividends at an annual rate of 4.875%. Dividends are cumulative from the date of issuance and are payable, quarterly in arrears, on each March 1, June 1, September 1 and December 1, commencing on March 1, 2007, when, as and if declared by Bunge's Board of Directors. The dividends may be paid in cash, common shares or a combination thereof. Accumulated but unpaid dividends on the convertible preference shares will not bear interest. In each of the years ended December 31, 2016, 2015 and 2014, Bunge recorded $34 million of dividends on its convertible preference shares.

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22. EQUITY (Continued)

        Accumulated Other Comprehensive Income (Loss) Attributable to Bunge —The following table summarizes the balances of related after-tax components of accumulated other comprehensive income (loss) attributable to Bunge:

(US$ in millions)
  Foreign
Exchange
Translation
Adjustment (1)
  Deferred
Gains (Losses)
on Hedging
Activities
  Pension and
Other
Postretirement
Liability
Adjustments
  Unrealized
Gains (Losses)
on
Investments
  Accumulated
Other
Comprehensive
Income (Loss)
 

Balance January 1, 2014

  $ (2,486 ) $ (22 )   (69 )   5     (2,572 )

Other comprehensive income (loss) before reclassifications

    (1,411 )   21     (90 )   (2 )   (1,482 )

Amount reclassified from accumulated other comprehensive income

        (9 )   5         (4 )

Net-current period other comprehensive income (loss)

    (1,411 )   12     (85 )   (2 )   (1,486 )

Balance, December 31, 2014

    (3,897 ) $ (10 )   (154 )   3     (4,058 )

Other comprehensive income (loss) before reclassifications

    (2,546 )   147     7         (2,392 )

Amount reclassified from accumulated other comprehensive income (loss)

        77     13         90  

Net-current period other comprehensive income (loss)

    (2,546 )   224     20         (2,302 )

Balance, December 31, 2015

    (6,443 ) $ 214     (134 )   3     (6,360 )

Other comprehensive income (loss) before reclassifications

    709     (305 )   (11 )       393  

Amount reclassified from accumulated other comprehensive income (loss)

        (11 )           (11 )

Net-current period other comprehensive income (loss)

    709     (316 )   (11 )       382  

Balance, December 31, 2016

  $ (5,734 ) $ (102 ) $ (145 ) $ 3   $ (5,978 )

(1)
Bunge has significant operating subsidiaries in Brazil, Argentina, North America, Europe and Asia-Pacific. The functional currency of Bunge's subsidiaries is the local currency. The assets and liabilities of these subsidiaries are translated into U.S. dollars from local currency at month-end exchange rates, and the resulting foreign exchange translation gains (losses) are recorded in the consolidated balance sheets as a component of accumulated other comprehensive income (loss).

23. EARNINGS PER COMMON SHARE

        Basic earnings per share is computed by dividing net income available to Bunge common shareholders by the weighted-average number of common shares outstanding, excluding any dilutive effects of stock options, restricted stock unit awards, convertible preference shares and convertible notes during the reporting period. Diluted earnings per share is computed similar to basic earnings per

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23. EARNINGS PER COMMON SHARE (Continued)

share, except that the weighted-average number of common shares outstanding is increased to include additional shares from the assumed exercise of stock options, restricted stock unit awards and convertible securities and notes, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options, except those which are not dilutive, were exercised and that the proceeds from such exercises were used to acquire common shares at the average market price during the reporting period. In addition, Bunge accounts for the effects of convertible securities and convertible notes, using the if-converted method. Under this method, the convertible securities and convertible notes are assumed to be converted and the related dividend or interest expense, net of tax, is added back to earnings, if dilutive.

        The following table sets forth the computation of basic and diluted earnings per common share:

 
  Year Ended December 31,  
(US$ in millions, except for share data)
  2016   2015   2014  

Income from continuing operations

  $ 776   $ 755   $ 485  

Net (income) loss attributable to noncontrolling interests

    (22 )   1     (2 )

Income (loss) from continuing operations attributable to Bunge

    754     756     483  

Other redeemable obligations (1)

    (2 )   (19 )   (14 )

Convertible preference share dividends

    (34 )   (34 )   (34 )

Income (loss) from discontinued operations, net of tax

    (9 )   35     32  

Net income (loss) available to Bunge common shareholders

  $ 709   $ 738   $ 467  

Weighted-average number of common shares outstanding:

                   

Basic

    139,845,124     143,671,546     146,209,508  

Effect of dilutive shares:

                   

—stock options and awards (2)

    441,521     749,031     1,021,270  

—convertible preference shares (3)

    7,939,830     7,818,390      

Diluted

    148,226,475     152,238,967     147,230,778  

Basic earnings per common share:

                   

Net income (loss) from continuing operations

  $ 5.13   $ 4.90   $ 2.98  

Net income (loss) from discontinued operations

    (0.06 )   0.24     0.22  

Net income (loss) to Bunge common shareholders—basic

  $ 5.07   $ 5.14   $ 3.20  

Diluted earnings per common share:

                   

Net income (loss) from continuing operations

  $ 5.07   $ 4.84   $ 2.96  

Net income (loss) from discontinued operations

    (0.06 )   0.23     0.21  

Net income (loss) to Bunge common shareholders—diluted

  $ 5.01   $ 5.07   $ 3.17  

(1)
Accretion of redeemable noncontrolling interest of $2 million, $19 million and $14 million for the years ended December 31, 2016, 2015 and 2014, respectively, relates to a non-fair value variable put arrangement whereby the noncontrolling interest holder may have required Bunge to purchase

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23. EARNINGS PER COMMON SHARE (Continued)

    the remaining shares of an oilseed processing operation in Central and Eastern Europe. As further discussed in Note 21 Redeemable Noncontrolling Interest, during the second quarter of 2016 Bunge exercised its call option with Prio for their 45% interest in the joint venture for approximately $39 million. The transaction concluded in September 2016. Accretion for the respective periods includes the effect of losses incurred by the operations for the years ended December 31, 2016, 2015 and 2014, respectively.

(2)
The weighted-average common shares outstanding-diluted excludes approximately 4 million, 3 million and 2 million stock options and contingently issuable restricted stock units, which were not dilutive and not included in the computation of earnings per share for the years ended December 31, 2016, 2015 and 2014, respectively.

(3)
Weighted-average common share outstanding-diluted for the year ended December 31, 2014 excludes approximately 8 million weighted-average common shares that are issuable upon conversion of the convertible preference shares that were not dilutive and not included in the weighted-average number of common shares outstanding.

24. SHARE-BASED COMPENSATION

        For the years ended December 31, 2016, 2015 and 2014, Bunge recognized in additional paid-in capital approximately $44 million, $46 million and $49 million, respectively, of total compensation expense for awards classified as equity awards related to its stock option and restricted stock unit awards in additional paid-in capital.

        In 2016, Bunge granted equity awards under the 2016 Equity Incentive Plan (the "2016 EIP") and 2009 Equity Incentive Plan (the "2009 EIP"), both shareholder approved plans. Under the 2016 EIP and 2009 EIP, the Compensation Committee of Bunge's Board of Directors may grant equity based awards to officers, employees, consultants and independent contractors in the form of stock options, restricted stock units (performance based or time-vested) or other equity based awards. The 2016 EIP replaced the 2009 EIP, under which, beginning May 26, 2016, no further awards may be granted. 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.

          (i)  Stock Option Awards—Options to purchase Bunge Limited common shares are granted with an exercise price equal to the grant date fair market value of Bunge common stock, vest over service periods that generally range from one to three years, and expire 10 years from the date of grant. Vesting may be accelerated in certain circumstances as provided in the plans or associated Award Agreements. Grant date fair value is recognized as compensation expense on a straight-line basis for option grants beginning in 2006 and for options granted prior to 2006, compensation expense is recognized on an accelerated basis over the vesting period of each grant.

         (ii)  Restricted Stock Units—Restricted stock units ("RSUs") give recipients the right to receive shares of Bunge common stock upon the lapse of related restrictions determined by the Compensation Committee. Restrictions on RSUs may be based on continued service by the recipient through the designated term and/or based on the achievement of certain performance targets. These targets may be financial or market-based, and the number of units actually earned varies based on the level of achievement of predefined goals. Compensation expense in recognized on a straight-line bases over the vesting period for restricted stock units. RSUs vest in various increments and at various dates, generally

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24. SHARE-BASED COMPENSATION (Continued)

over periods ranging from one to three years. Vesting may be accelerated under certain circumstances as defined in the plans or associated Award Agreements. RSUs are generally settled in shares of Bunge common stock upon satisfaction of the applicable vesting terms. Where share settlement may be prohibited under local law, RSUs are settled in cash. At the time of settlement, a participant holding a vested restricted stock unit will also be entitled to receive corresponding accrued dividend equivalent share payments.

        Bunge has also established the Bunge Limited 2007 Non-Employee Directors' Equity Incentive Plan (the "2007 Directors' Plan"), a shareholder approved plan. Under the 2007 Directors' Plan, the Compensation Committee may grant equity based awards to non-employee directors of Bunge Limited. Awards may consist of restricted stock, restricted stock units, deferred restricted stock units and non-statutory stock options. The 2007 Directors' Plan replaced the Non-Employee Directors Equity Incentive Plan, under which no further awards may be granted.

          (i)  Stock Option Awards—Options to purchase Bunge Limited common shares were historically granted with an exercise price equal to the grant date fair market value of Bunge Limited common stock. Options were set to expire ten years after the date of grant and generally vested and became exercisable on the third anniversary of the grant date. Bunge no longer makes grants of options under the 2007 Directors' Plan and there are no longer any options outstanding under the plan.

         (ii)  Restricted Stock Units—Restricted stock units granted to non-employee directors generally vest on the first anniversary of the grant date, provided the director continues to serve on the Board until such date, and are settled in Bunge Limited common stock. RSUs granted as part of our Chairman's supplemental annual retainer have historically vested on December 31 of the year of grant. At the time of settlement, a participant holding a vested restricted stock unit or deferred restricted stock unit is also entitled to receive corresponding accrued dividend equivalent share payments.

        The fair value of each stock option granted under any of Bunge's equity incentive plans is estimated on the grant date using the Black Scholes Merton option pricing model. Assumptions for the prior three years are noted in the following table. The expected volatility of Bunge's common shares is a weighted average of historical volatility calculated using the daily closing price of Bunge's shares up to the grant date and implied volatilities on open option contracts on Bunge's stock as of the grant date. Bunge uses historical employee exercise behavior for valuation purposes. The expected option term of granted options represents the period of time that the granted options are expected to be outstanding based on historical experience and giving consideration for the contractual terms, vesting periods and expectations of future employee behavior. The risk-free interest rate is based on U.S. Treasury zero-coupon bonds with a term equal to the expected option term of the respective grants and grant dates.

 
  December 31,  
Assumptions:
  2016   2015   2014  

Expected option term (in years)

    5.67     5.87     6.02  

Expected dividend yield

    3.04 %   1.67 %   1.51 %

Expected volatility

    26.06 %   27.47 %   40.91 %

Risk-free interest rate

    1.41 %   1.73 %   1.84 %

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

24. SHARE-BASED COMPENSATION (Continued)

        A summary of option activity under the plans for the year ended December 31, 2016 is presented below:

Options
  Shares   Weighted-Average
Exercise Price
  Weighted-Average
Remaining
Contractual
Term (Years)
  Aggregate
Intrinsic
Value
 

Outstanding at January 1, 2016

    4,795,671   $ 75.64              

Granted

    1,586,400   $ 50.18              

Exercised

    (78,189 ) $ 57.77              

Forfeited or expired

    (354,063 ) $ 72.30              

Outstanding at December 31, 2016

    5,949,819   $ 69.35     6.26   $ 45  

Exercisable at December 31, 2016

    3,635,613   $ 75.19     4.67   $ 10  

        The weighted-average grant date fair value of options granted during the years ended December 31, 2016, 2015 and 2014 was $8.86, $19.36 and $28.25, respectively. The total intrinsic value of options exercised during the years ended December 31, 2016, 2015 and 2014 was approximately $1 million, $11 million and $34 million, respectively. The excess tax benefit classified as a financing cash flow was not significant for any of the periods presented.

        At December 31, 2016, $17 million of total unrecognized compensation cost related to non-vested stock options granted under the equity incentive plan is expected to be recognized over the next two years.

        A summary of activity under Bunge's restricted stock unit plans for the year ended December 31, 2016 is presented below.

Restricted Stock Units
  Shares   Weighted-Average
Grant-Date
Fair Value
 

Restricted stock units at January 1, 2016

    1,160,628   $ 79.16  

Granted

    866,790     51.42  

Vested/issued (2)

    (317,586 )   75.43  

Forfeited/cancelled (2)

    (165,567 )   75.43  

Restricted stock units at December 31, 2016 (1)

    1,544,265   $ 64.85  

(1)
Includes accrued unvested dividends, which are payable in Bunge's common shares upon vesting of underlying restricted stock units.

(2)
During the year ended December 31, 2016, Bunge issued 235,204 common shares, net of common shares withheld to cover taxes, including related common shares representing accrued dividends, with a weighted-average fair value of $57.91 per share. During the year ended December 31, 2016, 82,520 performance-based restricted stock units vested. During the year ended December 31, 2016, Bunge canceled approximately 135,948 shares related to performance-based restricted stock unit awards that did not vest due to non-achievement of performance targets and performance-based restricted stock unit awards that were withheld to cover payment of employee related taxes.

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

24. SHARE-BASED COMPENSATION (Continued)

        The fair value of RSU and performance-based awards is determined based on the market value of the Company's shares on the grant date. The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2016, 2015 and 2014 was $51.42, $81.97 and $79.26, respectively.

        At December 31, 2016, there was approximately $42 million of total unrecognized compensation cost related to restricted stock units share-based compensation arrangements under the equity incentive plans, which is expected to be recognized over the next two years. The total fair value of restricted stock units vested during the year ended December 31, 2016 was approximately $18 million.

        Common Shares Reserved for Share-Based Awards —The 2007 Directors' Plan, the 2009 EIP and the 2016 EIP provide that 600,000, 10,000,000 and 5,800,000 common shares, respectively, are to be reserved for grants of stock options, restricted stock units and other awards under the plans. At December 31, 2016, 113,732 and 5,766,487 common shares were available for future grants under the 2007 Directors' Plan and the 2016 EIP, respectively. Upon approval of the 2016 EIP, no shares were available for future grant under the 2009 EIP.

25. LEASE COMMITMENTS

        Bunge routinely leases storage facilities, transportation equipment and office facilities under operating leases. Future minimum lease payments by year and in the aggregate under non-cancelable operating leases with initial or remaining terms of one year or more at December 31, 2016 are as follows:

(US$ in millions)
  Minimum
Lease
Payments
 

2017

  $ 152  

2018

    115  

2019

    99  

2020

    72  

2021

    59  

Thereafter

    171  

Total

  $ 668  

        Net rent expense under non-cancelable operating leases is as follows:

 
  Year Ended
December 31,
 
(US$ in millions)
  2016   2015   2014  

Rent expense

  $ 213   $ 182   $ 259  

Sublease income

    (9 )   (6 )   (22 )

Net rent expense

  $ 204   $ 176   $ 237  

        In addition, Bunge enters into agricultural partnership agreements for the production of sugarcane. These agreements have an average remaining life of four years and cover approximately 211,017 hectares of land under cultivation. Amounts owed under these agreements are dependent on

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

25. LEASE COMMITMENTS (Continued)

several variables including the quantity of sugarcane produced per hectare, the total recoverable sugar ("ATR") per ton of sugarcane produced and the price for each kilogram of ATR as determined by Consecana, the São Paulo state sugarcane, sugar and ethanol council. During the years ended December 31, 2016, 2015 and 2014, Bunge made payments related to these agreements of $154 million, $125 million and $162 million, respectively. Of these amounts $89 million, $75 million and $95 million, respectively, were payments for advances on future production and $65 million, $50 million and $67 million, respectively, were included in cost of goods sold in the consolidated statements of income for the years ended December 31, 2016, 2015 and 2014, respectively.

26. SEGMENT INFORMATION

        Bunge has five reportable segments—Agribusiness, Edible Oil Products, Milling Products, Sugar and Bioenergy, and Fertilizer—which are organized based upon similar economic characteristics and are similar in nature of products and services offered, the nature of production processes and the type and class of customer and distribution methods. The Agribusiness segment is characterized by both inputs and outputs being agricultural commodities and thus high volume and low margin. The Edible Oil Products segment involves the processing, production and marketing of products derived from vegetable oils. The Milling Products segment involves the processing, production and marketing of products derived primarily from wheat and corn. The Sugar and Bioenergy segment involves sugarcane growing and milling in Brazil, sugar merchandising in various countries, as well as sugarcane-based ethanol production and corn-based ethanol investments and related activities. Following the classification of the Brazilian fertilizer distribution and North American fertilizer businesses as discontinued operations, the activities of the Fertilizer segment include its port operations in Brazil and Argentina and its blending and retail operations in Argentina.

        The "Discontinued Operations & Unallocated" column in the following table contains the reconciliation between the totals for reportable segments and Bunge consolidated totals, which consist primarily of amounts attributable to discontinued operations, corporate items not allocated to the operating segments and inter-segment eliminations. Transfers between the segments are generally

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

26. SEGMENT INFORMATION (Continued)

valued at market. The segment revenues generated from these transfers are shown in the following table as "Inter-segment revenues."

(US$ in millions)
  Agribusiness   Edible Oil
Products
  Milling
Products
  Sugar and
Bioenergy
  Fertilizer   Discontinued
Operations &
Unallocated (1)
  Total  

2016

                                           

Net sales to external customers

  $ 30,061   $ 6,859   $ 1,647   $ 3,709   $ 403   $   $ 42,679  

Inter—segment revenues

    3,867     115     9     13         (4,004 )    

Foreign exchange gains (losses)

    (7 )   (1 )   (7 )   9     (2 )       (8 )

Noncontrolling interests (1)

    (21 )   (13 )           (2 )   14     (22 )

Other income (expense)—net

    24     7     (4 )   (16 )   1         12  

Segment EBIT (3)

    875     112     131     (4 )   29         1,143  

Discontinued operations (2)

                        (9 )   (9 )

Depreciation, depletion and amortization

    (236 )   (94 )   (62 )   (143 )   (12 )       (547 )

Investments in affiliates

    325             48             373  

Total assets

    12,159     2,329     1,444     2,754     318     184     19,188  

Capital expenditures

    421     108     75     131     16     33     784  

2015

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Net sales to external customers

  $ 31,267   $ 6,698   $ 1,609   $ 3,495   $ 386   $   $ 43,455  

Inter—segment revenues

    3,499     178     37     12         (3,726 )    

Foreign exchange gains (losses)

    67         (8 )   (68 )   1         (8 )

Noncontrolling interests (1)

    (9 )   (8 )           (1 )   19     1  

Other income (expense)—net

    (3 )   4     (3 )   (15 )   (1 )       (18 )

Segment EBIT (4)

    1,108     59     103     (27 )   5         1,248  

Discontinued operations (2)

                        35     35  

Depreciation, depletion and amortization

    (234 )   (90 )   (46 )   (160 )   (15 )       (545 )

Investments in affiliates

    249             80             329  

Total assets

    11,832     1,963     1,343     2,318     299     159     17,914  

Capital expenditures

    359     63     60     125     17     25     649  

2014

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Net sales to external customers

  $ 42,109   $ 7,972   $ 2,064   $ 4,542   $ 474   $   $ 57,161  

Inter—segment revenues

    3,510     161     88             (3,759 )    

Foreign exchange gains (losses)

    39     (4 )   (8 )   19     1         47  

Noncontrolling interests (1)

    (23 )   (9 )       (1 )   (5 )   36     (2 )

Other income (expense)—net

    8     5     (4 )   10     (2 )       17  

Segment EBIT

    890     58     131     (168 )   45         956  

Discontinued operations (2)

                        32     32  

Depreciation, depletion and amortization

    (240 )   (96 )   (47 )   (208 )   (16 )       (607 )

Investments in affiliates

    178             116             294  

Total assets

    14,268     2,235     1,174     3,143     356     249     21,425  

Capital expenditures

    411     95     103     193     16     21     839  

(1)
Includes the noncontrolling interests' share of interest and tax to reconcile to consolidated noncontrolling interests.

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

26. SEGMENT INFORMATION (Continued)

(2)
Represents net income (loss) from discontinued operations.

(3)
2016 EBIT includes $122 million of gains related to disposition of equity interest in operations in Agribusiness, recorded in other income (expense)-net. In addition, Bunge recorded pre-tax impairment charges of $71 million and $9 million in other income (expense)-net and cost of goods sold, respectively. Of these pre-tax impairment charges, $44 million was allocated to Sugar and Bioenergy, $27 million to Agribusiness and $9 million to Fertilizer.

(4)
2015 EBIT includes a $47 million gain on the sale of assets in Agribusiness. In addition, Bunge recorded pre-tax impairment charges of $57 million, of which $15 million, $14 million and $13 million are included in cost of goods sold, selling, general and administrative expenses and goodwill impairment, respectively. Of these pre-tax impairment charges, $14 million was allocated to Agribusiness and $28 million to Edible Oil Products.

        Total segment earnings before interest and taxes ("EBIT") is an operating performance measure used by Bunge's management to evaluate segment operating activities. Bunge's management believes total segment EBIT is a useful measure of operating profitability, since the measure allows for an evaluation of the performance of its segments without regard to its financing methods or capital structure. In addition, EBIT is a financial measure that is widely used by analysts and investors in Bunge's industries.

        A reconciliation of total segment EBIT to net income attributable to Bunge follows:

 
  Year Ended December 31,  
(US$ in millions)
  2016   2015   2014  

Total segment EBIT from continuing operations

  $ 1,143   $ 1,248   $ 956  

Interest income

    51     43     87  

Interest expense

    (234 )   (258 )   (347 )

Income tax (expense) benefit

    (220 )   (296 )   (249 )

Income (loss) from discontinued operations, net of tax

    (9 )   35     32  

Noncontrolling interests' share of interest and tax

    14     19     36  

Net income attributable to Bunge

  $ 745   $ 791   $ 515  

        Net sales by product group to external customers were as follows:

 
  Year Ended December 31,  
(US$ in millions)
  2016   2015   2014  

Agricultural Commodity Products

  $ 30,061   $ 31,267   $ 42,109  

Edible Oil Products

    6,859     6,698     7,972  

Wheat Milling Products

    1,079     1,054     1,462  

Corn Milling Products

    568     555     602  

Sugar and Bioenergy Products

    3,709     3,495     4,542  

Fertilizer Products

    403     386     474  

Total

  $ 42,679   $ 43,455   $ 57,161  

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

26. SEGMENT INFORMATION (Continued)

        Geographic area information for net sales to external customers, determined based on the location of the subsidiary making the sale, and long-lived assets follows:

 
  Year Ended December 31,  
(US$ in millions)
  2016   2015   2014  

Net sales to external customers:

                   

Europe

  $ 14,238   $ 14,346   $ 18,234  

United States

    10,239     10,256     12,199  

Asia-Pacific

    7,843     8,680     10,932  

Brazil

    6,604     6,117     10,422  

Argentina

    1,406     1,490     1,857  

Canada

    1,120     1,245     1,784  

Rest of world

    1,229     1,321     1,733  

Total

  $ 42,679   $ 43,455   $ 57,161  

 

 
  Year Ended December 31,  
(US$ in millions)
  2016   2015   2014  

Long-lived assets (1) :

                   

Brazil

  $ 2,452   $ 2,086   $ 2,711  

United States

    1,249     1,130     1,022  

Europe

    1,107     1,074     1,181  

Asia-Pacific

    505     558     572  

Canada

    378     400     347  

Argentina

    189     204     257  

Rest of world

    320     377     480  

Total

  $ 6,200   $ 5,829   $ 6,570  

(1)
Long-lived assets include property, plant and equipment, net, goodwill and other intangible assets, net, investments in affiliates and non-current assets held for sale.

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

27. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

 
  Quarter    
 
(US$ in millions, except per share data)
  First   Second   Third   Fourth   Year End  

2016

                               

Net sales

  $ 8,916   $ 10,541   $ 11,423   $ 11,799   $ 42,679  

Gross profit

    620     530     556     704     2,410  

Income (loss) from discontinued operations, net of tax

    (9 )   (4 )   5     (1 )   (9 )

Net income (loss)

    232     120     130     285     767  

Net income (loss) attributable to Bunge

    235     121     118     271     745  

Earnings per common share—basic (1)

                               

Net income (loss)

  $ 1.64   $ 0.86   $ 0.93   $ 2.04   $ 5.48  

Net income (loss) from continuing operations

  $ 1.64   $ 0.81   $ 0.80   $ 1.89   $ 5.13  

Net income (loss) from discontinued operations

    (0.07 )   (0.03 )   0.03     (0.01 )   (0.06 )

Net income (loss) to Bunge common shareholders

  $ 1.57   $ 0.78   $ 0.83   $ 1.88   $ 5.07  

Earnings per common share—diluted (1)

                               

Net income (loss)

  $ $1.55   $ 0.86   $ 0.93   $ 1.92   $ 5.17  

Net income (loss) from continuing operations

  $ 1.60   $ 0.81   $ 0.79   $ 1.83   $ 5.07  

Net income (loss) from discontinued operations

    (0.06 )   (0.03 )   0.04     (0.01 )   (0.06 )

Net income (loss) to Bunge common shareholders

  $ 1.54   $ 0.78   $ 0.83   $ 1.82   $ 5.01  

Weighted-average number of shares:

                               

Weighted-average number of shares

                               

outstanding—basic

    141,062,415     139,406,634     139,444,320     139,475,593     139,845,124  

Weighted-average number of shares

                               

outstanding—diluted

    149,213,091     139,764,877     139,927,845     148,078,492     148,226,475  

Market price:

                               

High

  $ 66.82   $ 67.77   $ 66.21   $ 73.61        

Low

  $ 47.79   $ 55.62   $ 57.76   $ 58.64        

2015

   
 
   
 
   
 
   
 
   
 
 

Net sales

  $ 10,806   $ 10,782   $ 10,762   $ 11,105   $ 43,455  

Gross profit

    710     535     745     703     2,693  

Income (loss) from discontinued operations, net of tax

    14     1     21     (1 )   35  

Net income (loss)

    260     93     234     203     790  

Net income (loss) attributable to Bunge

    263     86     239     203     791  

Earnings per common share—basic (1)

                               

Net income (loss)

  $ 1.79   $ 0.65   $ 1.63   $ 1.42   $ 5.50  

Net income (loss) from continuing operations

  $ 1.61   $ 0.50   $ 1.45   $ 1.33   $ 4.90  

Net income (loss) from discontinued operations

    0.10     0.01     0.14     (0.01 )   0.24  

Net income (loss) to Bunge common shareholders

  $ 1.71   $ 0.51   $ 1.59   $ 1.32   $ 5.14  

Earnings per common share—diluted (1)

                               

Net income (loss)

  $ 1.69   $ 0.64   $ 1.54   $ 1.35   $ 5.19  

Net income (loss) from continuing operations

  $ 1.58   $ 0.50   $ 1.42   $ 1.31   $ 4.84  

Net income (loss) from discontinued operations

    0.09         0.14     (0.01 )   0.23  

Net income (loss) to Bunge common shareholders

  $ 1.67   $ 0.50   $ 1.56   $ 1.30   $ 5.07  

Weighted-average number of shares:

                               

Weighted-average number of shares

                               

outstanding—basic

    145,164,587     143,726,689     143,361,057     142,466,906     143,671,546  

Weighted-average number of shares

                               

outstanding—diluted

    153,817,713     144,626,753     151,794,399     150,744,716     152,238,967  

Market price:

                               

High

  $ 92.31   $ 92.85   $ 89.86   $ 79.41        

Low

  $ 78.50   $ 83.16   $ 68.94   $ 61.81        

(1)
Earnings per share to Bunge common shareholders for both basic and diluted is computed independently for each period presented. As a result, the sum of the quarterly earnings per share for the years ended December 31, 2016 and 2015 does not equal the total computed for the year.

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Table of Contents


SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

      BUNGE LIMITED

Dated: February 28, 2017

 

 

By:

 

/s/ THOMAS M. BOEHLERT

Thomas M. Boehlert
Chief Financial Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

February 28, 2017     By:   /s/ SOREN SCHRODER

Soren Schroder
Chief Executive Officer

February 28, 2017

 

 

By:

 

/s/ THOMAS M. BOEHLERT

Thomas Boehlert
Chief Financial Officer

February 28, 2017

 

 

By:

 

/s/ J. MATT SIMMONS, JR.

J. Matt Simmons, Jr.
Controller and Principal Accounting Officer

February 28, 2017

 

 

By:

 

/s/ ERNEST G. BACHRACH

Ernest G. Bachrach
Director

February 28, 2017

 

 

By:

 

/s/ ENRIQUE H. BOILINI

Enrique H. Boilini
Director

February 28, 2017

 

 

By:

 

/s/ CAROL M. BROWNER

Carol M. Browner
Director

S-1


Table of Contents

February 28, 2017     By:   /s/ PAUL CORNET DE WAYS-RUART

Paul Cornet De Ways-Ruart
Director

February 28, 2017

 

 

By:

 

/s/ WILLIAM ENGELS

William Engels
Director

February 28, 2017

 

 

By:

 

/s/ ANDREW FERRIER

Andrew Ferrier
Director

February 28, 2017

 

 

By:

 

/s/ ANDREAS FIBIG

Andreas Fibig
Director

February 28, 2017

 

 

By:

 

/s/ KATHLEEN W. HYLE

Kathleen W. Hyle
Director

February 28, 2017

 

 

By:

 

/s/ L. PATRICK LUPO

L. Patrick Lupo
Director and Chairman of the Board of Directors

February 28, 2017

 

 

By:

 

/s/ JOHN E. MCGLADE

John E. McGlade
Director

S-2




Exhibit 3.3

 

(as amended  25 May 2016)

 

BYE-LAWS

 

of

 

BUNGE LIMITED

 



 

TABLE OF CONTENTS

 

Bye-Law

 

 

Page

 

 

 

 

 

INTERPRETATION

 

 

1

Interpretation

 

1

 

 

 

 

 

BOARD OF DIRECTORS

 

 

2

Board of Directors

 

3

3

Management of the Company

 

3

4

Power to appoint manager

 

3

5

Power to authorise specific actions

 

3

6

Power to appoint attorney

 

3

7

Power to delegate to a committee

 

3

8

Power to appoint and dismiss employees

 

4

9

Power to borrow and charge property

 

4

10

Exercise of power to purchase shares of or discontinue the Company

 

4

11

Number and Tenure of Directors

 

4

12

Defects in appointment of Directors

 

5

13

Alternate Directors

 

5

14

Removal of Directors

 

5

15

Vacancies on the Board

 

6

16

Notice of meetings of the Board

 

6

17

Quorum at meetings of the Board

 

6

18

Meetings of the Board

 

6

19

Unanimous written resolutions

 

7

20

Contracts and disclosure of Directors’ interests

 

7

21

Remuneration of Directors and Members of Committees

 

7

 

 

 

 

 

OFFICERS

 

 

22

Officers of the Company

 

7

23

Appointment of Officers

 

8

24

Remuneration of Officers

 

8

25

Duties of Officers

 

8

26

Chairman of meetings

 

8

27

Register of Directors and Officers

 

8

 

 

 

 

 

MINUTES

 

 

28

Obligations of Board to keep minutes

 

8

 

i



 

 

INDEMNITY

 

 

29

Indemnification of Directors and Officers of the Company

 

9

30

Waiver of claim by Member

 

9

 

 

 

 

 

MEETINGS

 

 

31

Notice of annual general meeting

 

9

32

Notice of special general meeting

 

10

33

Accidental omission of notice of general meeting

 

10

34

Meeting called on requisition of members

 

10

35

Nomination of Directors

 

11

36

Short notice

 

11

37

Postponement and Cancellation of meetings

 

12

38

Quorum for general meeting

 

12

39

Adjournment of meetings

 

12

40

Written resolutions

 

12

41

Attendance of Directors

 

13

42

Voting at meetings

 

13

43

Voting by poll

 

13

44

Manner of taking a poll

 

14

45

Ballot procedures

 

14

46

Seniority of joint holders voting

 

14

47

Instrument of proxy

 

14

48

Representation of corporations at meetings

 

15

49

Security at General Meetings

 

15

 

 

 

 

 

SHARE CAPITAL AND SHARES

 

 

50

Rights of shares

 

15

51

Power to issue shares

 

17

52

Variation of rights, alteration of share capital and purchase of shares of the Company

 

18

53

Registered holder of shares

 

19

54

Death of a joint holder

 

19

55

Share certificates

 

20

56

Calls on shares

 

20

57

Forfeiture of Shares

 

21

 

 

 

 

 

REGISTER OF MEMBERS

 

 

58

Contents of Register of Members

 

21

59

Branch Register of Members

 

21

60

Inspection of Register of Members

 

21

61

Determination of record dates

 

22

 

ii



 

 

TRANSFER OF SHARES

 

 

62

Instrument of transfer

 

22

63

Restriction on transfer

 

22

64

Transfers by joint holders

 

22

 

 

 

 

 

TRANSMISSION OF SHARES

 

 

65

Representative of deceased Member

 

22

66

Registration on death or bankruptcy

 

23

 

 

 

 

 

DIVIDENDS AND OTHER DISTRIBUTIONS

 

 

67

Declaration of dividends by Board

 

23

68

Other distributions

 

23

69

Reserve fund

 

23

70

Deduction of amounts due to the Company

 

23

 

 

 

 

 

CAPITALISATION

 

 

71

Issue of bonus shares

 

24

 

 

 

 

 

ACCOUNTS AND FINANCIAL STATEMENTS

 

 

72

Records of account

 

24

73

Financial year end

 

24

74

Financial statements

 

24

 

 

 

 

 

AUDIT

 

 

75

Appointment of Auditor

 

24

76

Remuneration of Auditor

 

25

77

Vacation of office of Auditor

 

25

78

Access to books of the Company

 

25

79

Report of the Auditor

 

25

 

 

 

 

 

NOTICES

 

 

80

Notices to Members of the Company

 

25

81

Notices to joint Members

 

26

82

Service and delivery of notice

 

26

 

 

 

 

 

SEAL OF THE COMPANY

 

 

83

The seal

 

26

84

Manner in which seal is to be affixed

 

26

 

 

 

 

 

WINDING-UP

 

 

85

Winding-up/distribution by liquidator

 

27

 

 

 

 

 

BUSINESS COMBINATIONS

 

 

86

Business combinations

 

27

 

iii



 

 

ALTERATION OF BYE-LAWS

 

 

87

Alteration of Bye-laws

 

27

 

 

 

 

Schedule - Form A (Bye-law 47)

 

29

Schedule - Form B (Bye-law 57)

 

30

Schedule - Form C (Bye-law 62)

 

31

Schedule - Form D (Bye-law 66)

 

32

 

iv


 

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;

 

(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 business 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 control 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 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 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

 

(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)                                  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 meeting thereafter, all Directors shall be elected for a term expiring at the next annual general 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 appointed in accordance with these Bye-laws shall hold office for a term expiring at the next annual general meeting, subject to his or 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 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, provided 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 Board shall have the power from time to time and at any time to appoint any person as a Director to fill a vacancy on the Board occurring pursuant to subparagraph (3) of this 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 purpose.

 

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.

 

(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 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 interested and may be counted in the quorum at such meeting.

 

(4)                                  If a declaration is made pursuant to this Bye-law by the 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 chairman (who is not so interested) to act as chairman in respect of that business.  The chairman so appointed may determine whether to disqualify a Director or not under the provisions 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

 

The Officers of the Company shall consist of a Chairman and a Deputy Chairman, a Secretary and such additional Officers as the Board may from time to time determine all of whom shall be deemed to be Officers for the purposes of these Bye-laws.

 

23.                                                        Appointment of Officers

 

(1)                                  The Board shall appoint a Chairman and a Deputy Chairman, who shall be Directors, for such 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

 

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 his 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.

 

(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 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:-

 

(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 the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled 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

 

In the 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 corporation, 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 specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting at which the person named in the appointment proposes to vote, and an 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 Member 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 two or more shares may appoint more than one proxy to represent him and vote 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 Shares@), and 10,000,000 preference shares having a par value of US$0.01 each (the APreference 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;

 

(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 exercised 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 it may, in its absolute discretion, determine.

 

(5)                                  The Board is authorized to provide for the issuance of the Preference Shares in one or more series, and to establish 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 series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Company or any subsidiary of any outstanding shares of the Company;

 

(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

 

(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 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 moneys 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.

 

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

 

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 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 any share which had been jointly held by such deceased Member with other persons.  Subject to the provisions of section 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

 

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:-

 

(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 in 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 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.

 

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 Company shall not engage in any Business Combination unless such Business Combination has been approved 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.

 

(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.

 

(3)                                  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 to paragraphs (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 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.

 



 

(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.

 

******

 

***

 

*

 


 

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.

 



 

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

 



 

SCHEDULE - FORM C (Bye-law 62)

 

TRANSFER OF A SHARE OR SHARES

 

FOR VALUE RECEIVED                                                                                         [amount]

 

                                                                                                                                 [transferor]

 

hereby sell assign and transfer unto                                                              [transferee]

 

of                                                                                                                                    [address]

 

                                                                                                                       [number of shares]

 

shares of Bunge Limited                                                                                                      

 

Dated

 

 

 

 

 

 

 

 

 

 

 

(Transferor)

 

 

 

In the presence of:

 

 

 

 

 

 

 

 

(Witness)

 

 

 

 

 

 

 

 

 

 

(Transferee)

 

 

 

In the presence of:

 

 

 

 

 

 

 

 

(Witness)

 

 

 



 

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

)

[person or persons entitled]

)

in the presence of:

)

 

 

Signed by the above-named

)

[transferee]

)

in the presence of:

)

 




Exhibit 10.15

 

Dated           2016

 

(1)                                  BUNGE SECURITIZATION B.V. , as Seller

 

(2)                                  KONINKLIJKE BUNGE B.V. , as Master Servicer

 

(3)                                  The Conduit Purchasers party hereto

 

(4)                                  The Committed Purchasers party hereto

 

(5)                                  The Purchaser Agents party hereto

 

(6)                                  COÖPERATIEVE RABOBANK U.A. , as Administrative Agent and Purchaser Agent

 

(7)                                  BUNGE LIMITED , as Performance Undertaking Provider

 


 

TENTH AMENDMENT TO THE RECEIVABLES
TRANSFER AGREEMENT

 


 



 

CONTENTS

 

Clause

 

 

Page

1.

Definitions and interpretation

1

2.

Amendment of the Receivables Transfer Agreement

2

3.

Representations

2

4.

Continuance

2

5.

Further Assurance

2

6.

Conditions Precedent

3

7.

Notices, etc.

3

8.

Execution in counterparts

3

9.

Governing law; submission to jurisdiction

3

10.

No proceeding; limited recourse

4

 

i



 

THIS TENTH AMENDMENT TO THE RECEIVABLES TRANSFER AGREEMENT (this “Amendment” ) is dated                           , 2016 and made between:

 

(1)                                  BUNGE SECURITIZATION B.V. , a private limited liability company organized under the laws of the Netherlands, as Seller (the “ Seller ”);

 

(2)                                  KONINKLIJKE BUNGE B.V. , a private limited liability company organized under the laws of the Netherlands, as Master Servicer (the “ Master Servicer ”);

 

(3)                                  the Conduit Purchasers party hereto (the “ Conduit Purchasers ”);

 

(4)                                  the Committed Purchasers party hereto (the “ Committed Purchasers ”);

 

(5)                                  the Purchaser Agents party hereto (the “ Purchaser Agents ”);

 

(6)                                  COÖPERATIEVE RABOBANK U.A. , as Administrative Agent (the “ Administrative Agent ”); and

 

(7)                                  BUNGE LIMITED , a company formed under the laws of Bermuda, as Performance Undertaking Provider (the “ Performance Undertaking Provider ”),

 

the Seller, the Master Servicer, the Conduit Purchasers, the Committed Purchasers, the Purchaser Agents, the Administrative Agent and the Performance Undertaking Provider are hereinafter collectively referred to as the “ Parties ” and each of them a “ Party ”.

 

BACKGROUND:

 

(A)                                This Amendment is supplemental to and amends the receivables transfer agreement dated June 1, 2011 (as amended and restated on May 26, 2016 and as further amended on June 30, 2016) made among the Parties to this Amendment (the “Receivables Transfer Agreement” ).

 

(B)                                The Parties have agreed to further amend the Receivables Transfer Agreement on the terms set out below.

 

(C)                                This Amendment is a Transaction Document as defined in the Receivables Transfer Agreement.

 

IT IS AGREED that:

 

1.                                       DEFINITIONS AND INTERPRETATION

 

Unless otherwise defined herein, capitalized terms which are used herein shall have the meanings assigned to such terms in Section 1.1 ( Certain defined terms ) of the Receivables Transfer Agreement.  The principles of interpretation set forth in Section 1.2 ( Other terms ) and Section 1.3 ( Computation of time periods ) of the Receivables Transfer Agreement shall apply to this Amendment as if fully set forth herein.

 

1



 

2.                                       AMENDMENT OF THE RECEIVABLES TRANSFER AGREEMENT

 

With effect from the Amendment Effective Date (as such term is defined in Clause 6 ( Conditions Precedent )), the Receivables Transfer Agreement shall be amended as follows:

 

(a)          In Section 1.1 ( Definitions ) the definition of “Excluded Obligor” shall be deleted and replaced with the following:

 

“Excluded Obligor” means any Obligor set forth on Schedule 9 ( Excluded Obligors ), as such Schedule may be amended from time to time by agreement between the Master Servicer and the Administrative Agent as notified in writing by the Administrative Agent to the other Purchasers with a copy to the Master Servicer (and, for the avoidance of doubt, upon the addition of any Obligor to Schedule 9 , only Receivables originated on or after such date of addition shall be excluded from the Portfolio Receivables under the Transaction Documents).  It being understood that upon any change to Schedule 9 any required corresponding change to the list of “Determined Debtors” or “Further Determined Debtors” (under and as defined in the Italian RPA) shall be made concurrently and any changes to the existing “Determined Debtors” of the Italian Originator will only become effective once the list of “Further Determined Debtors” to the Italian RPA has been updated in accordance with Section 2.9 of the Italian RPA.

 

(b)           Schedule 9 ( Excluded Obligors ) shall be deleted and replaced with the contents of the Schedule.

 

3.                                       REPRESENTATIONS

 

Each of the Seller, the Master Servicer and the Performance Undertaking Provider represents and warrants to the other Parties hereto that, after giving effect to this Amendment, each of its representations and warranties set forth in the Receivables Transfer Agreement, as such representations and warranties apply to such Person, is true and correct in all material respects on and as of the date hereof as though made on and as of such date except for representations and warranties stated to refer to a specific earlier date, in which case such representations and warranties are true and correct as of such earlier date.

 

4.                                       CONTINUANCE

 

The Parties hereby confirm that the provisions of the Receivables Transfer Agreement and the other Transaction Documents shall continue in full force and effect, subject only to the amendments effected thereto by this Amendment.

 

5.                                       FURTHER ASSURANCE

 

The Parties shall, upon request of the Administrative Agent, and at the cost of the Seller, do all such acts and things necessary or desirable to give effect to the amendments

 

2



 

effected or to be effected by this Amendment.  Each of the Parties thereto hereby ratifies and confirms each of the Transaction Documents to which it is a party.

 

6.                                       CONDITIONS PRECEDENT

 

This Amendment shall become effective as of the date first written above upon the satisfaction of the following:

 

(a)                                  The Administrative Agent shall have received counterparts of this Amendment duly executed by each of the Parties and the Italian law governed letter agreement setting out the list of Further Determined Debtors (the “ Amendment Effective Date ”).

 

Notwithstanding paragraph (a) above, the changes made by this Amendment to Schedule 9 (Excluded Obligors) of the Receivables Transfer Agreement insofar as they relate to the existing “Determined Debtors”of the Italian Originator that are, or as a result of such amendment will constitute “Further Determined Debtors” (as defined in the Italian RPA) contained in the Italian RPA shall only become effective once the list of “Further Determined Debtors” has been correspondingly updated in accordance with Section 2.9 of the Italian RPA.

 

7.                                       NOTICES, ETC.

 

All communications and notices provided for hereunder shall be provided in the manner described in Schedule 2 ( Address and Notice Information ) to the Receivables Transfer Agreement.

 

8.                                       EXECUTION IN COUNTERPARTS

 

This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic file in a format that is accessible by the recipient shall be effective as delivery of a manually executed counterpart of this Amendment.

 

9.                                       GOVERNING LAW; SUBMISSION TO JURISDICTION

 

(a)                                  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

 

(b)                                  Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment.  Each party hereto hereby irrevocably waives, to the fullest extent that it may legally do so, the defense of an inconvenient forum to the

 

3



 

maintenance of such action or proceeding.  Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

 

10.                                NO PROCEEDING; LIMITED RECOURSE

 

(a)                                  Each of the parties hereto hereby agrees that (i) it will not institute against any Conduit Purchaser any proceeding of the type referred to in the definition of Event of Bankruptcy until there shall have elapsed two years plus one day since the Final Payout Date and (ii) notwithstanding anything contained herein or in any other Transaction Document to the contrary, the obligations of the Conduit Purchasers under the Transaction Documents are solely the corporate obligations of the Conduit Purchasers and shall be payable solely to the extent of funds which are received by the Conduit Purchasers pursuant to the Transaction Documents and available for such payment in accordance with the terms of the Transaction Documents and shall be non-recourse other than with respect to such available funds and, without limiting this Section 11, if ever and until such time as any Conduit Purchaser has sufficient funds to pay such obligation shall not constitute a claim against such Conduit Purchaser.

 

(b)                                  No recourse under any obligation, covenant or agreement of any Conduit Purchaser contained in this Amendment or any other Transaction Document shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such Conduit Purchaser by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Amendment and the other Transaction Documents are solely a corporate obligation of such Conduit Purchaser, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of such Conduit Purchaser or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Purchaser contained in this Amendment or any other Transaction Document, or implied therefrom, and that any and all personal liability for breaches by such Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Amendment; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.

 

[Signature pages follow.]

 

4


 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

 

 

BUNGE SECURITIZATION B.V. , as Seller

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

KONINKLIJKE BUNGE B.V. , as Master

 

Servicer

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

BUNGE LIMITED , as Performance Undertaking

 

Provider

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Tenth Amendment to the Receivables Transfer Agreement]

 



 

 

COÖPERATIEVE RABOBANK U.A ., as

 

Administrative Agent,  Committed Purchaser and

 

Purchaser Agent

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

NIEUW AMSTERDAM RECEIVABLES

 

CORPORATION B.V. , as Conduit Purchaser

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Tenth Amendment to the Receivables Transfer Agreement]

 



 

 

CREDIT AGRICOLE CORPORATE &

 

INVESTMENT BANK , as Purchaser Agent and

 

Committed Purchaser

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Tenth Amendment to the Receivables Transfer Agreement]

 



 

 

THE BANK OF TOKYO-MITSUBISHI UFJ,

 

LTD. , as Purchaser Agent

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

THE BANK OF TOKYO-MITSUBISHI UFJ,

 

LTD. , as Committed Purchaser

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

ALBION CAPITAL CORPORATION S.A. , as

 

Conduit Purchaser

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

[Signature to Tenth Amendment to the Receivables Transfer Agreement]

 



 

 

BNP PARIBAS, LONDON BRANCH , as

 

Purchaser Agent

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

MATCHPOINT FINANCE PLC, as Committed

 

Purchaser and Conduit Purchaser

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Tenth Amendment to the Receivables Transfer Agreement]

 



 

THE SCHEDULE

SCHEDULE 9

 

EXCLUDED OBLIGORS

 

10


 



Exhibit 10.16

 

Execution Version

 

May 26, 2016

 

(1)                                  BUNGE SECURITIZATION B.V. , as Seller

 

(2)                                  BUNGE NORTH AMERICA CAPITAL, INC. , as U.S. Intermediate Transferor

 

(3)                                  COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.) , as Italian Intermediate Transferor

 

(4)                                  KONINKLIJKE BUNGE B.V. (F/K/A BUNGE FINANCE B.V.) , as Master Servicer

 

(5)                                  The Persons set forth on Schedule 1 hereto as Sub-Servicers

 

(6)                                  The Committed Purchasers party hereto

 

(7)                                  COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.) , as Administrative Agent

 


 

AMENDMENT TO AND RESTATEMENT OF THE
SERVICING AGREEMENT

 


 



 

CONTENTS

 

Clause

 

Page

 

 

 

1.

Definitions and interpretation

2

2.

Amendment and restatement of the Servicing Agreement

2

3.

Representations

2

4.

Continuance

2

5.

Further Assurance

2

6.

Conditions Precedent

2

7.

Notices, etc.

3

8.

Execution in counterparts

3

9.

Governing law; submission to jurisdiction

3

10.

No proceeding; limited recourse

3

 

 

 

 

 

 

Schedules

 

 

 

 

Schedule 1

Sub-Servicers

 

Schedule 2

Amended and Restated Servicing Agreement

 

 



 

THIS AMENDMENT TO AND RESTATEMENT OF THE SERVICING AGREEMENT (this “Amendment and Restatement” ) is dated May 26, 2016 and made between:

 

(1)                                  BUNGE SECURITIZATION B.V. , as Seller (the “ Seller ”);

 

(2)                                  BUNGE NORTH AMERICA CAPITAL, INC. , as U.S. Intermediate Transferor (the “ U.S. Intermediate Transferor ”);

 

(3)                                  COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.) , as Italian Intermediate Transferor (the “ Italian Intermediate Tranferor ”);

 

(4)                                  KONINKLIJKE BUNGE B.V. (F/K/A BUNGE FINANCE B.V.) , as Master Servicer (the “ Master Servicer ”);

 

(5)                                  The Persons set forth on Schedule 1 hereto, as Sub-Servicers (the “ Sub-Servicers ”);

 

(6)                                  The Committed Purchasers party hereto (the “ Committed Purchasers ”); and

 

(7)                                  COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.) , as Administrative Agent (the “ Administrative Agent ”),

 

the Seller, the U.S. Intermediate Transferor, the Italian Intermediate Transferor, the Master Servicer, the Sub-Servicers, the Committed Purchasers and the Administrative Agent are hereinafter collectively referred to as the “ Parties ” and each of them a “ Party ”.

 

BACKGROUND:

 

(A)                                This Amendment and Restatement is supplemental to and amends and restates the servicing agreement, dated June 1, 2011, made among the Parties to this Amendment and Restatement (the “Servicing Agreement” ).

 

(B)                                The Parties have agreed to amend the Servicing Agreement and restate it on the terms set out below.

 

(C)                                This Amendment and Restatement is a Transaction Document as defined in the Receivables Transfer Agreement, dated June 1, 2011, as amended on May 24, 2012, July 25, 2012, April 23, 2013, May 28, 2013 and March 14, 2014 and as amended and restated on May 27, 2014, as further amended and restated on May 22, 2015, and as further amended and restated on May 26, 2016, among the Seller, the Master Servicer, the persons from time to time party thereto as Conduit Purchasers, the persons from time to time party thereto as Committed Purchasers, the persons from time to time party thereto as Purchaser Agents, Coöperatieve Rabobank U.A., as the Administrative Agent and Purchaser Agent, and Bunge Limited, as Performance Undertaking Provider  (the “ Receivables Transfer Agreement ”).

 



 

IT IS AGREED that:

 

1.                                       DEFINITIONS AND INTERPRETATION

 

Unless otherwise defined herein, capitalized terms which are used herein shall have the meanings assigned to such terms in Section 1.1 ( Certain defined terms ) of the Receivables Transfer Agreement.  The principles of interpretation set forth in Section 1.2 ( Other terms ) and 1.3 ( Computation of time periods ) of the Receivables Transfer Agreement shall apply to this Amendment and Restatement as if fully set forth herein.

 

2.                                       AMENDMENT AND RESTATEMENT OF THE SERVICING AGREEMENT

 

With effect from the Amendment Effective Date (as such term is defined in Clause 6 ( Conditions Precedent )), the Servicing Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in the Schedule ( Amended and Restated Servicing Agreement ).

 

3.                                       REPRESENTATIONS

 

The Master Servicer represents and warrants to the other Parties hereto that, after giving effect to this Amendment and Restatement, each of its representations and warranties set forth in the Servicing Agreement, as such representations and warranties apply to the Master Servicer, is true and correct in all material respects on and as of the date hereof as though made on and as of such date except for representations and warranties stated to refer to a specific earlier date, in which case such representations and warranties are true and correct as of such earlier date.

 

4.                                       CONTINUANCE

 

The Parties hereby confirm that the provisions of the Servicing Agreement and the other Transaction Documents shall continue in full force and effect, subject only to the amendments effected thereto by this Amendment and Restatement.

 

5.                                       FURTHER ASSURANCE

 

The Parties shall, upon request of the Administrative Agent, and at the cost of the Seller, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected by this Amendment and Restatement.  Each of the Parties thereto hereby ratifies and confirms each of the Transaction Documents to which it is a party.

 

6.                                       CONDITIONS PRECEDENT

 

This Amendment and Restatement shall become effective as of the date first above written upon receipt by the Administrative Agent of counterparts of this Amendment and Restatement duly executed by each of the Parties (the Amendment Effective Date ).

 

2



 

7.                                       NOTICES, ETC.

 

All communications and notices provided for hereunder shall be provided in the manner described in Schedule 2 ( Address and Notice Information ) to the Receivables Transfer Agreement.

 

8.                                       EXECUTION IN COUNTERPARTS

 

This Amendment and Restatement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment and Restatement by facsimile or by electronic file in a format that is accessible by the recipient shall be effective as delivery of a manually executed counterpart of this Amendment and Restatement.

 

9.                                       GOVERNING LAW; SUBMISSION TO JURISDICTION

 

(a)                                  THIS AMENDMENT AND RESTATEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

 

(b)                                  Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment and Restatement.  Each party hereto hereby irrevocably waives, to the fullest extent that it may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

 

10.                                NO PROCEEDING; LIMITED RECOURSE

 

(a)                                  Each of the parties hereto hereby agrees that (i) it will not institute against any Conduit Purchaser any proceeding of the type referred to in the definition of Event of Bankruptcy until there shall have elapsed two years plus one day since the Final Payout Date and (ii) notwithstanding anything contained herein or in any other Transaction Document to the contrary, the obligations of the Conduit Purchasers under the Transaction Documents are solely the corporate obligations of the Conduit Purchasers and shall be payable solely to the extent of funds which are received by the Conduit Purchasers pursuant to the Transaction Documents and available for such payment in accordance with the terms of the Transaction Documents and shall be non-recourse other than with respect to such available funds and, without limiting this Section 10 , if ever and until such time as any Conduit Purchaser has sufficient funds to pay such obligation shall not constitute a claim against such Conduit Purchaser.

 

3



 

(b)                                  No recourse under any obligation, covenant or agreement of any Conduit Purchaser contained in this Amendment and Restatement or any other Transaction Document shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such Conduit Purchaser by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Amendment and Restatement and the other Transaction Documents are solely a corporate obligation of such Conduit Purchaser, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of such Conduit Purchaser or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Purchaser contained in this Amendment and Restatement or any other Transaction Document, or implied therefrom, and that any and all personal liability for breaches by such Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Amendment and Restatement; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.

 

[Signature pages follow.]

 

4



 

IN WITNESS WHEREOF, the parties have executed this Amendment and Restatement as of the day and year first above written.

 

 

KONINKLIJKE BUNGE B.V. , as Master Servicer

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

BUNGE SECURITIZATION B.V. , as Seller

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Amendment to and Restatement of the Servicing Agreement]

 



 

 

COÖPERATIEVE RABOBANK U.A ., as Administrative Agent, Committed Purchaser and Italian Intermediate Transfer

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

[Signature to Amendment to and Restatement of the Servicing Agreement]

 



 

 

BUNGE NORTH AMERICA CAPITAL, INC. , as U.S. Intermediate Transferor

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

[Signature to Amendment to and Restatement of the Servicing Agreement]

 


 

 

CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK , as Committed Purchaser

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Amendment to and Restatement of the Servicing Agreement]

 



 

 

MATCHPOINT FINANCE PLC , as Committed Purchaser

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Amendment to and Restatement of the Servicing Agreement]

 



 

 

BUNGE NORTH AMERICA INC. , as Sub-Servicer

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Amendment to and Restatement of the Servicing Agreement]

 



 

 

BUNGE OILS INC. , as Sub-Servicer

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Amendment to and Restatement of the Servicing Agreement]

 



 

 

BUNGE NORTH AMERICA (EAST), LLC , as Sub-Servicer

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Amendment to and Restatement of the Servicing Agreement]

 



 

 

BUNGE MILLING, INC. , as Sub-Servicer

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Amendment to and Restatement of the Servicing Agreement]

 



 

 

BUNGE MILLING, LLC. , as Sub-Servicer

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

[Signature to Amendment to and Restatement of the Servicing Agreement]

 



 

 

BUNGE NORTH AMERICA (OPD WEST), INC. , as Sub-Servicer

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Amendment to and Restatement of the Servicing Agreement]

 



 

 

BUNGE CANADA , as Sub-Servicer

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Amendment to and Restatement of the Servicing Agreement]

 


 

 

WALTER RAU LEBENSMITTELWERKE
GMBH
, as Sub-Servicer

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

[Signature to Amendment to and Restatement of the Servicing Agreement]

 



 

 

BUNGE ITALIA S.P.A. , as Sub-Servicer

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Amendment to and Restatement of the Servicing Agreement]

 



 

 

BUNGE IBÉRICA PORTUGAL, S.A. , as Sub-
Servicer

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Amendment to and Restatement of the Servicing Agreement]

 



 

 

BUNGE IBÉRICA, S.A.U. , as Sub-   Servicer

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Amendment to and Restatement of the Servicing Agreement]

 



 

SCHEDULE 1

 

INITIAL SUB-SERVICERS

 

1.                                       Bunge North America Inc.

 

2.                                       Bunge Oils Inc.

 

3.                                       Bunge North America (East), LLC

 

4.                                       Bunge Milling, LLC

 

5.                                       Bunge Milling, Inc.

 

6.                                       Bunge North America (OPD West), Inc.

 

7.                                       Bunge Canada

 

8.                                       Walter Rau Lebensmittelwerke GmbH

 

9.                                       Bunge Italia S.p.A.

 

10.                                Bunge Ibérica Portugal, S.A.

 

11.                                Bunge Ibérica, S.A.U.

 



 

SCHEDULE 2

 

AMENDED AND RESTATED SERVICING AGREEMENT

 




Exhibit 10.22

 

June 30, 2016

 

(1)                                  KONINKLIJKE BUNGE B.V. (F/K/A BUNGE FINANCE B.V.) , as Seller Agent

 

(2)                                  BUNGE NORTH AMERICA CAPITAL, INC. , as Buyer

 

(3)                                  The Sellers party hereto

 

(4)                                  COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.) , as Administrative Agent

 


 

SECOND AMENDMENT TO THE U.S.

RECEIVABLES PURCHASE AGREEMENT

 




 

CONTENTS

 

Clause

 

Page

 

 

 

1.

Definitions and interpretation

2

2.

Amendment of the Purchase Agreement

2

3.

Representations

3

4.

Continuance

3

5.

Further Assurance

3

6.

Conditions Precedent

3

7.

Notices, etc.

3

8.

Execution in counterparts

3

9.

Governing law; submission to jurisdiction

4

10.

No proceeding; limited recourse

4

 

i



 

THIS SECOND AMENDMENT TO THE U.S. RECEIVABLES PURCHASE AGREEMENT (this “Amendment” ) is dated June 30, 2016 and made between:

 

(1)                                  KONINKLIJKE BUNGE B.V. (F/K/A BUNGE FINANCE B.V.) , as Seller Agent (the “ Seller Agent ”);

 

(2)                                  BUNGE NORTH AMERICA CAPITAL, INC. , as Buyer (the “ Buyer ”);

 

(3)                                  The Sellers party hereto (the “ Sellers ”); and

 

(4)                                  COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.) , as Administrative Agent (the “ Administrative Agent ”),

 

the Seller Agent, the Buyer, the Sellers and the Administrative Agent are hereinafter collectively referred to as the “ Parties ” and each of them a “ Party ”.

 

BACKGROUND:

 

(A)                                This Amendment is supplemental to and amends the U.S. receivables purchase agreement, dated June 1, 2011, as amended on June 15, 2012 and as supplemented by that certain Additional Seller Supplement, dated March 12, 2014, made among the Seller Agent, the Buyer and the Sellers (the “Purchase Agreement” ).

 

(B)                                The Parties have agreed to amend the Purchase Agreement on the terms set out below.

 

(C)                                This Amendment is a Transaction Document as defined in the Receivables Transfer Agreement, dated June 1, 2011, as amended on May 24, 2012, July 25, 2012, April 23, 2013, May 28, 2013, March 14, 2014 and June 30, 2016 and as amended and restated on May 27, 2014, as further amended and restated on May 22, 2015, and as further amended and restated on May 26, 2016, among Bunge Securitization B.V., the Master Servicer, the persons from time to time party thereto as Conduit Purchasers, the persons from time to time party thereto as Committed Purchasers, the persons from time to time party thereto as Purchaser Agents, Coöperatieve Rabobank U.A., as the Administrative Agent and Purchaser Agent, and Bunge Limited, as Performance Undertaking Provider  (the “ Receivables Transfer Agreement ”).

 

IT IS AGREED that:

 

1.                                       DEFINITIONS AND INTERPRETATION

 

Unless otherwise defined herein, capitalized terms which are used herein shall have the meanings assigned to such terms in Section 1.1 ( Certain defined terms ) of the Purchase Agreement or, if not defined in the Purchase Agreement, Section 1.1 ( Certain defined terms ) of the Receivables Transfer Agreement.  In the case of inconsistency between such terms in the Receivables Transfer Agreement and the terms defined in Section 1.1 of the Purchase Agreement, the terms defined in Section 1.1 of the Purchase Agreement shall prevail for all purposes of the Purchase Agreement.  The principles of interpretation set

 



 

forth in Section 1.2 ( Other terms ) and 1.3 ( Computation of time periods ) of the Receivables Transfer Agreement shall apply to this Amendment as if fully set forth herein.

 

2.                                       AMENDMENT OF THE PURCHASE AGREEMENT

 

With effect from the Amendment Effective Date (as such term is defined in Clause 6 ( Conditions Precedent )), the Purchase Agreement shall be amended as follows:

 

(a)                                  The definition of Acquired Receivable shall be amended in its entirety to read as follows:

 

“Acquired Receivable” means each and every Receivable that existed and was owing to a Seller as of the opening of such Seller’s business on the Initial Purchase Date applicable to such Seller and each Receivable created or originated by such Seller from the opening of such Seller’s business on the Initial Purchase Date applicable to such Seller to and including such Seller’s Termination Date; provided that (i) no Receivable the Obligor of which is included on Schedule 9 ( Excluded Obligors ) attached to the Receivables Transfer Agreement on the Effective Date or created or acquired by a Seller on or after the date the Administrative Agent has received written notice from such Seller or the Seller Agent including such Obligor on the revised Schedule 9 ( Excluded Obligors ) shall be an Acquired Receivable hereunder unless in either case, the Administrative Agent has received written notice from such Seller or the Seller Agent removing such Obligor from the revised Schedule 9 ( Excluded Obligors ), (ii) no Receivable constituting a Repurchased Receivable shall be considered an Acquired Receivable hereunder after such Repurchased Receivable’s Repurchase Date, (iii) a Destination Sales Receivable shall only be deemed created or originated (and therefore shall only be sold, assigned, transferred and conveyed by the applicable Seller to the Buyer) on the applicable Destination Sale Transfer Date and (iv) no new Destination Sales Receivable shall constitute an Acquired Receivable (or be sold, assigned, transferred and conveyed by a Seller to the Buyer) following the occurrence of a Confidence Level Trigger Event.

 

(b)                                  The following definition of Confidence Level Trigger Event and Destination Sale Transfer Date shall be added to Section 1.1 as alphabetically appropriate:

 

Confidence Level Trigger Event ” means the failure of 10 percent or more of the railcars used by the Sellers and the Canadian Originator for the delivery of goods under Contracts to arrive at the related Obligor’s destination by the related Destination Sale Transfer Date as set forth in the most recent table of average travel times provided by the Master Servicer for the preceding three calendar months, as reported on a monthly basis in accordance with the Servicing Agreement.

 

2



 

Destination Sale Transfer Date ” means, with respect to a Destination Sales Receivable, the date occurring the number of days following the date of the creation of the invoice related to such Destination Sales Receivable equal to (x) 5 plus (y) the average number of days required for delivery of the related goods for the specific origin/destination combination (as calculated by the applicable Seller in good faith and reflected in the servicing systems).

 

3.                                       REPRESENTATIONS

 

Each Seller represents and warrants to the other Parties hereto that, after giving effect to this Amendment, each of its representations and warranties set forth in the Purchase Agreement, as such representations and warranties apply to such Seller, is true and correct in all material respects on and as of the date hereof as though made on and as of such date except for representations and warranties stated to refer to a specific earlier date, in which case such representations and warranties are true and correct as of such earlier date.

 

4.                                       CONTINUANCE

 

The Parties hereby confirm that the provisions of the Purchase Agreement and the other Transaction Documents shall continue in full force and effect, subject only to the amendments effected thereto by this Amendment.

 

5.                                       FURTHER ASSURANCE

 

The Parties shall, upon request of the Administrative Agent, and at the cost of the Seller, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected by this Amendment.  Each of the Parties thereto hereby ratifies and confirms each of the Transaction Documents to which it is a party.

 

6.                                       CONDITIONS PRECEDENT

 

This Amendment shall become effective as of the date first above written upon receipt by the Administrative Agent of counterparts of this Amendment duly executed by each of the Parties (the Amendment Effective Date ).

 

7.                                       NOTICES, ETC.

 

All communications and notices provided for hereunder shall be provided in the manner described in Section 9.2 of the Purchase Agreement.

 

8.                                       EXECUTION IN COUNTERPARTS

 

This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall

 

3



 

constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic file in a format that is accessible by the recipient shall be effective as delivery of a manually executed counterpart of this Amendment.

 

9.                                       GOVERNING LAW; SUBMISSION TO JURISDICTION

 

(a)                                  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

 

(b)                                  Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment.  Each party hereto hereby irrevocably waives, to the fullest extent that it may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

 

10.                                NO PROCEEDING; LIMITED RECOURSE

 

(a)                                  Each of the parties hereto hereby agrees that (i) it will not institute against any Conduit Purchaser any proceeding of the type referred to in the definition of Event of Bankruptcy until there shall have elapsed two years plus one day since the Final Payout Date and (ii) notwithstanding anything contained herein or in any other Transaction Document to the contrary, the obligations of the Conduit Purchasers under the Transaction Documents are solely the corporate obligations of the Conduit Purchasers and shall be payable solely to the extent of funds which are received by the Conduit Purchasers pursuant to the Transaction Documents and available for such payment in accordance with the terms of the Transaction Documents and shall be non-recourse other than with respect to such available funds and, without limiting this Section 10 , if ever and until such time as any Conduit Purchaser has sufficient funds to pay such obligation shall not constitute a claim against such Conduit Purchaser.

 

(b)                                  No recourse under any obligation, covenant or agreement of any Conduit Purchaser contained in this Amendment or any other Transaction Document shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such Conduit Purchaser by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Amendment and the other Transaction Documents are solely a corporate obligation of such Conduit Purchaser, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or

 

4



 

agent of such Conduit Purchaser or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Purchaser contained in this Amendment or any other Transaction Document, or implied therefrom, and that any and all personal liability for breaches by such Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Amendment; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.

 

[Signature pages follow.]

 

5


 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

 

 

KONINKLIJKE BUNGE B.V. (F/K/A BUNGE
FINANCE B.V.)
, as Seller Agent

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]

 



 

 

COÖPERATIEVE RABOBANK U.A ., as
Administrative Agent

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]

 



 

 

BUNGE NORTH AMERICA CAPITAL, INC. , as
Buyer

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]

 



 

 

BUNGE NORTH AMERICA, INC. , as Seller

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]

 



 

 

BUNGE OILS, INC. , as Seller

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]

 



 

 

BUNGE NORTH AMERICA (EAST), LLC , as
Seller

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]

 



 

 

BUNGE MILLING, INC. , as Seller

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]

 



 

 

BUNGE MILLING, LLC , as Seller

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]

 



 

 

BUNGE NORTH AMERICA (OPD WEST),
INC.
, as Seller

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]

 




Exhibit 10.32

 

BUNGE LIMITED

 

2016 EQUITY INCENTIVE PLAN

 

GLOBAL STOCK OPTION AGREEMENT

 

1.                                       General.   Unless otherwise defined herein, the terms defined in the Bunge Limited 2016 Equity Incentive Plan (the “ Plan ”) shall have the same defined meanings in this Global Stock Option Agreement and any terms and conditions applicable to the country included in the Country-Specific Appendix (if any) attached hereto as Exhibit A (the “ Appendix ”) (collectively, this “ Agreement ”).  The Plan, which is incorporated by reference, and this Agreement constitute the entire understanding and agreement between you and Bunge Limited (the “ Company ”) regarding the number of Nonqualified Stock Options (the “ Option ”) specified in your account.

 

2.                                       Grant of Option .  Subject to the terms and conditions of the Plan and this Agreement, effective as of the date specified in your account (the “ Date of Grant ”), the Company grants you the Option, at the exercise price per Share specified in your account (the “ Exercise Price ”).  Each Option shall entitle you to purchase one Share subject to your satisfaction of the terms and conditions of the Plan and this Agreement.

 

3.                                       Vesting of Options .  Subject to the terms and conditions of the Plan and this Agreement, the Option shall vest as to [       ] of the Shares subject to the Option on each of the first [     ] anniversaries of the Date of Grant (each, a “ Vesting Date ”), provided that you remain continuously employed by the Company or a Subsidiary on the applicable Vesting Date.  Any fractional Shares subject to the Option resulting from the application of the vesting schedule will be aggregated and will become exercisable on the first Vesting Date.

 

4.                                       Exercise of the Option.

 

4.1                                Right to Exercise .  Subject to the terms and conditions of the Plan and this Agreement, the Option is exercisable during its term in accordance with the vesting schedule set forth in Section 3 above.

 

4.2                                Method of Exercise .  This Option may be exercised with respect to all or any part of any vested Shares by providing the Company, or the third-party stock option plan administrator designated by the Company, written or electronic notice of such exercise, in the form designated by the Company or the Company’s designated third-party stock option plan administrator, specifying the number of Shares as to which the Option is exercised and accompanied by payment of the aggregate Exercise Price as to all exercised Shares.  The Option shall be deemed exercised upon receipt of a properly executed exercise notice accompanied by payment of the aggregate Exercise Price.

 

No Shares shall be issued pursuant to the exercise of the Option (nor will you have the rights of a shareholder with respect to the Shares) unless such issuance and exercise complies with all applicable laws.  Assuming such compliance, for income tax purposes the exercised Shares shall be considered transferred to you on the date the Option is exercised with respect to such exercised Shares .

 



 

4.3                                Payment of Exercise Price .  Subject to prior approval by the Committee in its discretion, payment of the aggregate Exercise Price may be by any of the following methods, or a combination thereof:

 

(i)                                      cash;

 

(ii)                                   check;

 

(iii)                                tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Exercise Price;

 

(iv)                               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

 

(v)                                  delivery of a properly executed exercise notice together with such other documentation as the Committee and a broker, if applicable, shall require to effect a “cashless” exercise of the Option and delivery to the Company of the sale proceeds required to pay the Exercise Price.

 

5.                                       Term of the Option .  Subject to the terms and conditions of the Plan and this Agreement, the Option shall be exercisable until the tenth anniversary of the Date of Grant (the “ Expiration Date ”).  Notwithstanding any provision in the Plan or this Agreement to the contrary, any portion of the Option that has not been exercised by 4:00 p.m. (New York City time) on the Expiration Date shall expire and be automatically cancelled.

 

6.                                       Effect of Termination of Employment .

 

6.1                                Termination of Employment for Cause; Breach of Restrictive Covenant .  If your employment with the Company or a Subsidiary is terminated for Cause, or you breach any of the provisions set forth in Section 8 of this Agreement, any Shares subject to the Option (whether or not vested) will immediately be cancelled and forfeited without payment.

 

6.2                                Resignation of Employment for any Reason .  If you resign your employment with the Company or a Subsidiary for any reason, the unvested portion of the Option will immediately be cancelled and forfeited without payment; provided, that you may exercise the vested portion of the Option, but only within such period of time ending on the earlier of (x) ninety (90) days following the date of your termination of employment or (b) the Expiration Date.

 

6.3                                Termination of Employment without Cause .  If your employment with the Company or a Subsidiary is terminated without Cause, the unvested portion of the Option will vest on a pro rata basis.  The pro rata calculation will be determined by multiplying (x) the number of Shares subject to the Option on the Date of Grant, by (y) a fraction, with a numerator equal to the number of days from the Date of Grant through the date of your termination of employment, and a denominator equal to the number of days from the Date of Grant through the last Vesting Date, minus (z) the number of Shares subject to the Option that vested prior to the date of your termination of employment in accordance with the vesting schedule in Section 3 above.  Fractional shares shall be disregarded.  You may exercise the vested portion of the Option, but

 

2



 

only within such period of time ending on the earlier of (i) ninety (90) days following the date of your termination of employment or (ii) the Expiration Date.

 

6.4                                Termination of Employment on Account of Disability; death or Retirement .  If your employment with the Company or a Subsidiary is terminated on account of death, Disability or Retirement (for purposes of this Agreement, defined as your termination of employment after attaining (i) age 65 or (ii) age 55 with ten (10) years of completed service with the Company or a Subsidiary), the unvested portion of the Option will vest on a pro rata basis.  The pro rata calculation will be determined by multiplying (x) the number of Shares subject to the Option on the Date of Grant, by (y) a fraction, with a numerator equal to the number of days from the Date of Grant through the date of your termination of employment, and a denominator equal to the number of days from the Date of Grant through the last Vesting Date, minus (z) the number of Shares subject to the Option that vested prior to the date of your termination of employment in accordance with the vesting schedule in Section 3 above.  Fractional shares shall be disregarded.  You may exercise the vested portion of the Option, but only within such period of time ending on the earlier of (i) the thirty six (36) month anniversary of the date of your termination of employment or (ii) the Expiration Date.

 

6.5                                Termination of Employment without Cause following a Change of Control .  Unless specifically prohibited by the Plan or unless the Committee provides otherwise prior to a Change of Control, upon the occurrence of a Change of Control and a termination of your employment with the Company or a Subsidiary without Cause on or before the second anniversary of the occurrence of a Change of Control, the unvested portion of your Option will vest in full and become immediately exercisable.

 

7.                                       Tax Withholding .

 

7.1                                You acknowledge and agree the Company may refuse to issue or deliver Shares or the proceeds from the sale of Shares to you until satisfactory arrangements (as determined by the Company) have been made for the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you, including, without limitation, in connection with the grant, vesting and exercise of the Option, the subsequent sale of the Shares acquired upon the exercise of the Option and/or the receipt of any dividends upon such Shares (“ Tax-Related Items ”) that the Company determines must be withheld.  If you are a non-U.S. employee, the method of payment of Tax-Related Items may be restricted by the Appendix.

 

7.2                                The Company has the right (but not the obligation) to satisfy any Tax-Related Items by (i) withholding from proceeds of the sale of Shares acquired upon exercise of the Option through a sale arranged by the Company (on your behalf pursuant to this authorization without further consent), (ii) requiring you to pay cash, (iii) withholding from any wages or other cash compensation payable to you by the Company or your employer (the “ Employer ”), and (iv) reducing the number of Shares otherwise deliverable to you.  The Company will have discretion to determine the method of satisfying Tax-Related Items.  In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the aforementioned withholding methods.  Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable

 

3



 

rates, in which case you will receive a refund of any over-withheld amount in cash and with no entitlement to the Share equivalent or if not refunded, you may seek a refund from the local tax authorities.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the exercised Option, notwithstanding that a number of the Shares are held back solely for the purposed of paying the Tax -Related Items.

 

7.3                                If you are subject to taxation in more than one jurisdiction, you acknowledge that the Company and/or, if different, your current or former Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

 

7.4                                Regardless of any action of the Company or the Employer, you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer.  You further acknowledge that the Company and the Employer (x) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option; and (y) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result.

 

8.                                       Restricted Covenants .

 

8.1                                Confidentiality .  You acknowledge and agree with the Company that you shall not at any time, except in the performance of your obligations to the Company or with the prior written consent of the Company, directly or indirectly, reveal to any person, entity or other organization (other than the Company, its parent companies and subsidiaries (individually and as a group, the “ Bunge Group ”) or use for your own benefit any information deemed to be confidential by any member of the Bunge Group (“ Confidential Information ”) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Bunge Group, including, without limitation, any information concerning past, present or prospective customers, manufacturing processes, marketing data, financial or commercial information, business plans or other Confidential Information used by, or useful to, any member of the Bunge Group and known to you by reason of your employment by, shareholdings in or other association with any member of the Bunge Group.  You further agree that you shall retain all copies and extracts of any written Confidential Information acquired or developed by you during any such employment, shareholding or association in trust for the sole benefit of the Bunge Group and its successors and assigns.  You further agree that you shall not, without the prior written consent of the Company, remove or take from the Bunge Group’s premises (or, if previously removed or taken, you shall, at the Company’s request, promptly return) any written Confidential Information or any copies or extracts thereof.  Upon the request and at the expense of the Company, you shall promptly make all disclosures, execute all instruments and papers and perform all acts reasonably necessary to vest and confirm in the Bunge Group, fully and completely, all rights created or contemplated by this Section 8.1.  The term “Confidential Information” shall not include information that is or becomes generally available to the public other than as a result of a disclosure by you, or at your direction.

 

8.2                                No Competing Employment.   You agree with the Company that, for so long as you are employed by the Bunge Group and continuing until the last day of the twelfth month following your termination of employment for any reason (such period to be referred to as the “ Restricted Period ”), you shall not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner,

 

4



 

consultant, agent or otherwise, alone or in association with any other person, firm, corporation or other business organization, engage in a business competitive to that of the Bunge Group; provided, however , that nothing herein shall limit your right to own not more than 5% of any of the debt or equity securities of any business organization that is then filing reports with the U.S. Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act.  The Restricted Period shall be extended by the length of any period during which you are in breach of any of the terms of this Section 8.

 

8.3                                Restrictions on Solicitation .  During the Restricted Period, you agree with the Company that you shall not in any way, directly or indirectly (except in the course of your employment with the Company), (x) call upon, solicit, advise or otherwise do, or attempt to do, business with any person who is, or was, during the then most recent 12-month period, a customer of any member of the Bunge Group (or any other entity that you know is a potential customer with respect to specific products of the Bunge Group and with which you have had contact during the period of your employment with the Bunge Group), for purposes of competing with the Bunge Group, (y) take away or interfere or attempt to take away or interfere with any custom, trade or business of any member of the Bunge Group, or (z) interfere with or attempt to interfere with any person who is, or was during the then most recent 12-month period, an employee, officer, representative or agent of any member of the Bunge Group, or hire, solicit, induce or attempt to solicit or induce any of them to terminate their service with any member of the Bunge Group or violate the terms of their contracts or any employment arrangements, with any member of the Bunge Group.  The Restricted Period shall be extended by the length of any period during which you are in breach of any of the terms of this Section 8.

 

8.4                                Application of Covenants .  The activities described in this Section 8 shall be prohibited regardless of whether undertaken by you in an individual or representative capacity, and regardless of whether performed for your own account or for the account of any other individual, partnership, firm, corporation or other business organization (other than the Company).

 

8.5                                Injunctive Relief .  Without limiting the remedies available to the Company, you acknowledge that a breach of any of the covenants contained in this Section 8 may result in irreparable injury to the Company for which there is no adequate remedy at law, that it shall not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction restraining you from engaging in activities prohibited by this Section 8 or such other relief as may be required to specifically enforce any of the covenants in this Section 8.

 

9.                                       Acknowledgements and Agreements .  You agree, accept and acknowledge the following:

 

(a)                                  THE OPTIONS AND THIS AGREEMENT DO NOT CREATE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR ANY PERIOD, AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE RIGHT OF THE COMPANY OR THE EMPLOYER TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

 

(b)                                  The delivery of the Plan, this Agreement, the Plan’s prospectus and any reports of the Company provided generally to the Company’s shareholders, may be made by electronic delivery.  Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of

 

5



 

the document via e-mail or such other means of electronic delivery specified by the Company.  By electronically accepting this Agreement, you agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.”

 

(c)                                   All decisions or interpretations of the Committee or the Company regarding the Plan, this Agreement and the Option shall be binding, conclusive and final on you and all other interested persons.

 

(d)                                  The Plan is established voluntarily by the Company, it is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.

 

(e)                                   The grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options, even if Options have been granted in the past.

 

(f)                                    All decisions regarding future Awards, if any, will be at the discretion of the Company.

 

(g)                                   You are voluntarily participating in the Plan.

 

(h)                                  The Option and any Shares acquired upon exercise of the Option, and the income from and value of same, are not intended to replace any pension rights or compensation.

 

(i)                                      The Option and any Shares acquired upon exercise of the Option, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments.

 

(j)                                     Unless otherwise agreed with the Company in writing, the Options and any Shares acquired upon exercise of the Options, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary.

 

(k)                                  For purposes of the Option, your employment will be considered terminated as of the date you cease to actively provide services to the Company, the Employer or any member of the Bunge Group (regardless of the reason for such termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any).  The Committee shall have the exclusive discretion to determine when you are no longer actively providing services for the purpose of your Option grant (including whether you may still be considered to be providing services while on a leave of absence).

 

(l)                                      Unless otherwise expressly provided in this Agreement or determined by the Company, any  right to vest in the Option will terminate as of the date described in the previous paragraph and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period, period of pay in lieu of such notice, or any period of “garden leave” or similar period mandated under applicable law).

 

(m)                              The future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty.

 

(n)                                  If the underlying Shares do not increase in value, the Options will have no value.

 

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(o)                                  If you exercise the Options and acquire Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price.

 

(p)                                  No claim or entitlement to compensation or damages shall arise from forfeiture of the Options resulting from the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any).

 

(q)                                  The following provisions apply if you are providing services outside the U.S.:

 

(i).                                   The Options and any Shares acquired upon exercise of the Options, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose.

 

(ii).                                None of the Company, the Employer, or any member of the Bunge Group will be liable for any foreign exchange rate fluctuation between your local currency and the U.S. Dollar that may affect the value of the Option or of any amounts due to you pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.

 

10.                                No Advice Regarding Grant .  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares.

 

11.                                Compensation Recovery Policy .  The Option is subject to the terms of any compensation recovery policy or policies established by the Company as may be amended from time to time (“ Compensation Recovery Policy ”).  The Company hereby incorporates into this Agreement the terms of the Compensation Recovery Policy.

 

12.                                Section 409A Compliance.   This Section 12 may not apply if you are not a U.S. taxpayer.  The Option is intended to comply with Section 409A or an exemption thereunder, and, accordingly, to the maximum extent permitted, the Option and this Agreement shall be interpreted and administered in compliance therewith.  Notwithstanding any other provision of this Agreement, payments provided pursuant to this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption.  Any payments pursuant to this Agreement that may be excluded from Section 409A shall be excluded to the maximum extent possible.  To the extent that any provision of this Agreement would cause a conflict with the requirements of Section 409A or would cause the administration of the Option to fail to satisfy Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law.  Nothing herein shall be construed as a guarantee of any particular tax treatment.  The Company makes no representation that this Agreement or the Option will comply with Section 409A and in no event shall the Company be liable for the payment of any taxes and penalties that you may incur under Section 409A.

 

13.                                Rights as Shareholder .  Neither you nor any person claiming under or through you will have any of the rights or privileges of a shareholder of the Company, including as to voting Shares and the receipt of dividends and distributions in respect of any Shares deliverable hereunder, unless and until Shares have been issued and recorded on the records of the Company or its transfer agents or registrars.

 

14.                                Appendix .  If applicable, the Option is subject to any additional terms and conditions for the country set forth in the Appendix.  If you relocate to another country, the terms and conditions for that

 

7



 

country (if any) will apply to you to the extent the Company determines that applying such terms and conditions are necessary or advisable for legal or administrative reasons.

 

15.                                Language .  If you have received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different from the English version, the English version will control.

 

16.                                Notices.   Any notice to be given under this Agreement to the Company will be addressed to: Bunge Limited, 50 Main Street, 6th Floor, White Plains, New York 10606, Attention:  Chief Human Resources Officer.  Any notice to be given under this Agreement to you will be provided to the physical or electronic mail address maintained in the Company’s records; or in either case, at such other address as the Company or you, as the case may be, may hereafter designate in writing.

 

17.                                Governing Law; Venue.   To the extent not preempted by federal law, the Option and this Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions.  The parties agree that any legal action, suit or proceeding arising from or related to this Agreement shall be instituted exclusively in the state courts of New York located in New York County or in the federal courts for the United States for the Southern District of New York and no other courts.  The parties consent to the personal jurisdiction of such courts over them, waive all objections to the contrary, and waive any and all objections to the exclusive location of legal proceedings in New York County or in the federal courts for the United States for the Southern District of New York.

 

18.                                Option Not Transferable .  The Option and the rights and privileges conferred by the Option may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or by the laws of descent or distribution and may be exercised during your lifetime only by you.  The terms of the Plan and this Agreement shall be binding upon your executors, administrators, heirs, successors and assigns.

 

19.                                Additional Conditions to Issuance of Stock .  If at any time the Company determines, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any foreign, state, federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to you (or your estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company.

 

20.                                Imposition of Other Requirements .  The Company reserves the right to impose other requirements on your participation in the Plan, on the Options and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

 

21.                                I nsider-Trading/Market-Abuse Laws .  You acknowledge that, depending on your country, you may be subject to insider-trading restrictions and/or market-abuse laws, which may affect your ability to purchase or sell Shares acquired under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country).  Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider-trading policy.  You are responsible for complying with any applicable restrictions and are encouraged to speak to your personal legal advisor for further details regarding any applicable insider-trading and/or market-abuse laws in your country.

 

8



 

22.                                Foreign Asset/Account Reporting Requirements; Exchange Controls .  You acknowledge that your country may have certain foreign asset and/or foreign account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan) in a brokerage or bank account outside your country.  You may be required to report such accounts, assets or transactions to the tax or other authorities in your country.  You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker within a certain time after receipt.  You acknowledge that it is your responsibility to be compliant with such regulations and are encouraged to consult your personal legal advisor for any details.

 

23.                                Severability.   In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

 

24.                                Modifications to this Agreement .  Amendments or modifications to this Agreement that adversely affect the Option in any material way may only be made with your written consent.   Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its discretion and without your consent, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to the Option, or to comply with other applicable laws.

 

25.                                Waiver .  You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach of this Agreement.

 

26.                                Data Privacy .

 

26.1                         You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other grant materials by and among, as applicable, the Company, the Employer, and any member of the Bunge Group for the exclusive purpose of implementing, administering and managing your participation in the Plan .

 

26.2                         You understand that the Company, the Employer and members of the Bunge Group may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, residency, status, job title, any shares of stock or directorships held in the Company, the Employer, or the Bunge Group, details of the Option or any other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (collectively “ Data ”), for the exclusive purpose of implementing, administering and managing the Plan.

 

26.3                         You understand that Data will be transferred to the Company, the Employer, any member of the Bunge Group, or one or more stock plan service providers as may be selected by the Company from time to time, which is assisting the Company with the implementation, administration and management of the Plan.  You understand that the recipients of the Data may be located in the U.S. or elsewhere, and that the recipient’s country of operation (e.g., the U.S.) may have different data privacy laws and protections than your country.  You understand that if you reside outside the U.S., you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources

 

9



 

representative.  You authorize the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing your participation in the Plan.  You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan.  You understand that if you reside outside the U.S., you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis.  If you do not consent, or if you later seek to revoke your consent, your engagement as an employee and career with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant Options or other equity awards to you or administer or maintain such awards.  Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan.  For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

 

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EXHIBIT A

 

BUNGE LIMITED

 

2016 EQUITY INCENTIVE PLAN

 

GLOBAL STOCK OPTION AGREEMENT

 

TERMS AND CONDITIONS

 

This Appendix, which is part of the Agreement, includes additional or different terms and conditions that govern the Options and that will apply to you if you are in one of the countries listed below.  Unless otherwise defined herein, capitalized terms set forth in this Appendix shall have the meanings ascribed to them in the Plan or the Global Stock Option Agreement, as applicable.

 

If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, are considered a resident of another country for local law purposes or transfer residency between countries after the Date of Grant, the Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply to you under these circumstances.

 

NOTIFICATIONS

 

This Appendix also includes information regarding securities, exchange control and certain other issues of which you should be aware with respect to your participation in the Plan.  The information is based on the securities, exchange control and other laws in effect in the respective countries as of June 2016.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that you not rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan because such information may be outdated when you exercise your Options and/or sell any Shares acquired at exercise.

 

In addition, the information contained herein is general in nature and may not apply to your particular situation.  As a result, the Company is not in a position to assure you of any particular result.  You, therefore, are encouraged to seek appropriate professional advice as to how the relevant laws in your country may apply to your particular situation.

 

Finally, if you are a citizen or resident of a country other than that in which you are currently working and/or residing, are considered a resident of another country for local law purposes or transfer residency to a different country after the Date of Grant, the information contained herein may not apply in the same manner to you.

 

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ARGENTINA

 

Notifications

 

Securities Law Information .  Neither the Option nor the Shares subject to the Option are publicly offered or listed on any stock exchange in Argentina.  The offer is private and not subject to the supervision of any Argentine governmental authority.

 

Foreign Asset/Account Reporting Information .  If you hold Shares (acquired upon exercise of the Option) as of December 31, you are required to report certain information regarding the Shares on your annual tax return.  In addition, when you acquire, sell, transfer or otherwise dispose of Shares, you must register the transaction with the Federal Tax Administration.

 

AUSTRALIA

 

Notifications

 

Tax Information .  The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (the “ Act ”) (subject to the conditions in the Act).

 

Securities Law Information .  If you acquire Shares under the Plan and offer such Shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law.  You should obtain legal advice on your disclosure obligations prior to making any such offer.

 

BELGIUM

 

Terms and Conditions

 

Acceptance of Option .  The timing of taxation of the Option depends upon whether it is accepted (i) within 60 days of the offer (for tax at offer) or (ii) more than 60 days after the offer (for tax at exercise).  You will receive a separate communication in addition to the Agreement with information about the tax treatment of the Option.  You should refer to the communication for a more detailed description of the tax consequences of choosing to accept the Option.  Belgian residents should consult their personal tax advisor with respect to the Option before taking any action.

 

Notifications

 

Foreign Asset/Account Reporting Information .  You are required to report any securities ( e.g. , Shares acquired under the Plan) or bank accounts (including brokerage accounts) held outside of Belgium on your annual tax return.  You are also required to complete a separate report providing the National Bank of Belgium with details regarding any such account, including the account number, the name of the bank in which such account is held and the country in which such account is located.

 

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BRAZIL

 

Terms and Conditions

 

Nature of Grant .  The following provision supplements Section 9 of this Agreement:

 

In accepting the Options, you acknowledge, understand and agree that (i) you are making an investment decision, (ii) you will be entitled to exercise, and receive Shares pursuant to, the Options only if the vesting conditions are met and any necessary services are rendered by you between the Date of Grant and the exercise date, and (iii) the value of the underlying shares is not fixed and may increase or decrease without compensation to you.

 

Compliance with Law .  In accepting the Options, you agree to comply with all applicable Brazilian laws and report and pay any and all applicable Tax-Related Items associated with the exercise of the Options, the sale of any Shares acquired under the Plan, and the receipt of any dividends.

 

Notifications

 

Foreign Asset/Account Reporting Information .  If you are a resident or domiciled in Brazil, you will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000.  The assets and rights that must be reported include Shares acquired under the Plan.

 

Tax on Financial Transaction (“IOF”) .  Cross-border financial transactions relating to the Options may be subject to the IOF (tax on financial transactions).  You should consult with your personal tax advisor for additional details.

 

CANADA

 

Terms and Conditions

 

Payment of Exercise Price .  The following provision supplements Sections 4.3 and 7 of this Agreement:

 

Due to legal restrictions in Canada and notwithstanding any language to the contrary in the Plan, you are not permitted to pay the Exercise Price or any Tax-Related Items by tendering previously acquired Shares or by using a net share settlement or similar procedure.  The Company reserves the right to provide you with additional methods of payment in the future depending on the development of local law.

 

Forfeiture upon Termination of Services .  The following provision replaces Section 9(k) of this Agreement:

 

(k) For purposes of the Options, your employer-employee or service relationship will be considered terminated as of the date that is the earlier of: (1) the date of termination of employment, (2) the date you receive notice of termination from the Employer, or (3) the date you are no longer actively providing services (regardless of the reason for such termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any).  The Committee shall have the exclusive discretion to determine when you are no longer actively providing services for the purpose of your Option grant (including whether you may still be considered to be providing services while on a leave of absence)..

 

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The following provisions will apply if you are a resident of Quebec:

 

Language Consent .  The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

 

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention («  Agreement  »), ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

 

Data Privacy .  The following provision supplements Section 26 of the Agreement:

 

You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan.  You further authorize the Company, the Employer, its other Subsidiaries and the Committee to disclose and discuss the Plan with their advisors.  You further authorize the Company, the Employer and any other Subsidiary to record such information and to keep such information in your employee file.

 

Notifications

 

Securities Law Information .  You are permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, if any, provided the sale of the Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed ( i.e. , the New York Stock Exchange in the U.S.).

 

Foreign Asset/Account Reporting Information .  If you are a Canadian resident, you must report annually on Form T1135 (Foreign Income Verification Statement) the foreign property (including Shares acquired under the Plan) you hold, if the total cost of such foreign property exceeds C$100,000 at any time during the year.  Unvested Options also must be reported (generally at nil cost) on Form T1135 if the C$100,000 threshold is exceeded due to other foreign property you hold.  If Shares are acquired, their cost generally is the adjusted cost base (“ ACB ”) of the Shares.  The ACB would normally equal the fair market value of the Shares at the time of acquisition, but if you own other shares, this ACB may have to be averaged with the ACB of the other shares.  The Form T1135 must be filed at the same time you file your annual tax return.  You should consult your personal legal advisor to ensure compliance with applicable reporting obligations.

 

COLOMBIA

 

Terms and Conditions

 

Labor Law Acknowledgement .  You acknowledge that pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do not constitute a component of “salary” for any purposes.  Therefore, the Options and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance contributions and/or any other labor-related amount which may be payable.

 

Securities Law Information .  The Shares are not and will not be registered in the Colombian registry of publicly traded securities ( Registro Nacional de Valores y Emisores ).  Therefore, the Shares may not be offered to the public in Colombia.  Nothing in this document should be construed as the making of a public offer of securities in Colombia.

 

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Notifications

 

Exchange Control Information .  Investment in assets located abroad (such as Shares acquired under the Plan) does not require prior approval.  However, if the value of your aggregate investments held abroad, including Shares, as of December 31 of the applicable calendar year equals or exceeds US$500,000, these investments must be registered with the Central Bank ( Banco de la Republica ).  Upon the sale or disposition of the investments, you may either choose to keep the resulting sums abroad or to repatriate them to Colombia. If you choose to repatriate funds to Colombia and you have not registered the investment with the Central Bank, you will need to file Form No. 5 with the Central Bank upon conversion of funds into local currency, which should be duly completed to reflect the nature of the transaction. If you have registered the investment with the Central Bank, then you will need to file Form No. 4 with the Central Bank upon conversion of funds into local currency, which should be duly completed to reflect the nature of the transaction.  If funds are remitted from Colombia to purchase Shares under the Plan through an authorized local financial institution, the Central Bank will automatically register the investment.  If no funds are remitted from Colombia to purchase the Shares because a partial cashless exercise method is used (selling only enough Shares to cover the Exercise Price and any brokerage fees), then you will need to register the foreign investment with the Central Bank if the applicable threshold is exceeded.  If you use a cashless sell-all method of exercise, then no registration is required because no funds are remitted from Colombia and no Shares are held abroad.  You are advised to consult with a personal advisor to ensure you comply with the applicable reporting obligations.

 

FINLAND

 

There are no country-specific provisions.

 

FRANCE

 

Terms and Conditions

 

Language .  By accepting the grant, you confirm having read and understood the Plan and Agreement which were provided in the English language.  You accept the terms of these documents accordingly.

 

En acceptant l’attribution, vous confirmez avoir lu et compris le Plan et le Contrat, qui ont été communiqués en langue anglaise. Vous acceptez les termes de ces documents en connaissance de cause.

 

Notifications

 

Tax Information .  The Options are not intended to be French tax-qualified awards.

 

Foreign Asset/Account Reporting Information .  French residents must report all foreign bank and brokerage accounts on an annual basis (including accounts opened or closed during the tax year) on a specific form together with the income tax return.  Failure to comply could trigger significant penalties.

 

GERMANY

 

There are no country-specific provisions.

 

HUNGARY

 

There are no country-specific provisions.

 

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INDIA

 

Terms and Conditions

 

Payment of Exercise Price .  The following provision supplements Sections 4.3 and 7 of this Agreement:

 

Due to exchange control restrictions in India and not withstanding any provision of the Plan to the contrary, payment of the aggregate Exercise Price and any Tax-Related Items withholding may not be made pursuant to a cashless “sell to cover” exercise.  The Company reserves the right to provide you with additional methods of payment in the future depending on the development of local law.

 

Notifications

 

Exchange Control Information .  You are required to repatriate any proceeds from the sale of Shares acquired under the Plan to India within 90 days of receipt and any dividends within 180 days of receipt.  You must obtain a foreign inward remittance certificate (“ FIRC ”) from the bank where you deposit the foreign currency and should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation.  You are responsible for complying with applicable exchange control laws in India.

 

Because exchange control restrictions in India change frequently, you are advised to consult with your personal advisor before taking any action under the Plan.

 

Foreign Asset/Account Reporting Information .  You understand that you are required to declare any foreign bank accounts and any foreign financial assets (including Shares held outside India) in your annual tax return.  You are solely responsible for complying with this reporting obligation and are encouraged to confer with your personal tax advisor in this regard.

 

ITALY

 

Terms and Conditions

 

Cashless Exercise Restriction . The following provision supplements Sections 4.2 and 4.3 of this Agreement:

 

Due to legal restrictions in Italy, you are restricted to paying the Exercise Price and any Tax-Related Items by the cashless sell-all method of exercise pursuant to which you shall deliver, together with an Exercise Notice or such other documentation as the Company in its sole and absolute discretion shall require, irrevocable instructions to a broker approved by the Company to (i) sell the Shares acquired upon exercise of the Option and (ii) use the sale proceeds to pay the Exercise Price, brokerage fees and any Tax-Related Items. The balance of the sale proceeds, if any, will be delivered to you, but you are not entitled to hold any Shares. The Company reserves the right to provide you with additional methods of paying the Exercise Price depending on the development of local laws.

 

Data Privacy .  The following provisions replace Section 26 of this Agreement in its entirety:

 

You understand that the Company, the Employer and any other Subsidiary may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company or any Subsidiary, details of all Options, or any other entitlement to shares awarded, canceled, vested, exercised, unvested or outstanding in your favor (“ Data ”), for the exclusive purpose of implementing, managing and administering the Plan.

 

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You also understand that providing the Company with Data is necessary for the performance of the Plan and that your refusal to provide Data would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the Plan.  The controller of personal data processing is Bunge Limited with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A., and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is Bunge Italia Spa, with registered offices at Via Baiona, 203 -  48123 Ravenna, Italy.

 

You understand that Data will not be publicized.  You understand that Data may also be transferred to the independent registered public accounting firm engaged by the Company.  You further understand that the Company and/or its Subsidiaries, will transfer Data among themselves as necessary for the purpose of implementing, administering and managing your participation in the Plan, and that the Company and its Subsidiaries may each further transfer Data to banks, other financial institutions, brokers or other third parties assisting the Company in the implementation, administration, and management of the Plan, including any requisite transfer of Data to a broker or other third party with whom you may elect to deposit any Shares acquired at exercise of the Options.  Such recipients may receive, possess, process, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing your participation in the Plan.  You understand that these recipients may be located in or outside the European Economic Area, such as in the U.S. or elsewhere.  Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with the management and administration of the Plan.

 

You understand that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions, as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

 

The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require your consent thereto, as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the Plan.  You understand that, pursuant to Section 7 of the Legislative Decree no. 196/2003, you have the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing.

 

Furthermore, you are aware that Data will not be used for direct-marketing purposes.  In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting your local human resources representative.

 

Plan Document Acknowledgement .  You acknowledge that you have read and specifically and expressly approves, without limitation, the following sections of this Agreement:  Sections 6, 7, 8, 9, 11, 15, 17, 20 and the Data Privacy provisions included in this Appendix.

 

Notifications

 

Foreign Asset/Account Reporting Information .  If at any time during the fiscal year you hold foreign financial assets (including cash and Shares) which may generate income taxable in Italy, you are required to report these assets on your annual tax return (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due.  These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.

 

Foreign Asset Tax Information .  The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset tax.  Financial assets include Shares acquired under the Plan.  The taxable

 

17



 

amount will be the fair market value of the financial assets assessed at the end of the calendar year.  You should consult with your personal tax advisor about the foreign financial assets tax.

 

MEXICO

 

Terms and Conditions

 

Acknowledgement of the Agreement .    In accepting the Award granted hereunder, you acknowledge that you have received a copy of the Plan, have reviewed the Plan and this Agreement in their entirety and fully understand and accept all provisions of the Plan and this Agreement.  You further acknowledge that you have read and specifically and expressly approve the terms and conditions of Section 9 of this Agreement, in which the following is clearly described and established:

 

(1)                                  Your participation in the Plan does not constitute an acquired right.

 

(2)                                  The Plan and your participation in the Plan are offered by the Company on a wholly discretionary basis.

 

(3)                                  Your participation in the Plan is voluntary.

 

(4)                                  The Company and the Bunge Group are not responsible for any decrease in the value of the Options granted and/or Shares issued under the Plan.

 

Labor Law Acknowledgement and Policy Statement .  In accepting any Award granted hereunder, you expressly recognize that the Company, with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A. is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of Shares do not constitute an employment relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and your sole employer is Servicios Bunge, S.A. de C.V.  or  Servicios Molinos Bunge de México, S.A. de C.V., as applicable,  (“ Bunge-Mexico ”).  Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and the Employer, Bunge-Mexico, and do not form part of the employment conditions and/or benefits provided by Bunge-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

 

You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation in the Plan at any time without any liability to you.

 

Finally, you hereby declare that you do not reserve to yourself any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad release to the Company, its Subsidiaries, shareholders, officers, agents or legal representatives with respect to any claim that may arise.

 

Spanish Translation

 

Reconocimiento del Otorgamiento .  Al aceptar cualquier Otorgamiento bajo de este documento, usted reconoce que ha recibido una copia del Plan, que ha revisado el Plan y el Acuerdo en su totalidad, y que comprende y está de acuerdo con todas las disposiciones del Plan y el Acuerdo.  Asimismo, usted reconoce que ha leído y manifiesta específicamente y expresamente que aprueba de los términos y las condiciones establecidos en la Sección 9 del Acuerdo, en los que se establece y describe claramente que:

 

18



 

(1)                                  Su participación en el Plan no constituye un derecho adquirido.

 

(2)                                  El Plan y su participación en el mismo son ofrecidos por la Compañía de forma completamente discrecional.

 

(3)                                  Su participación en el Plan es voluntaria.

 

(4)                                  The Company y sus filiales (el “Bunge Group”) no son responsables de ninguna disminución en el valor de las Opciones o de las Acciones emitidas mediante el Plan.

 

Reconocimiento de la Ley Laboral y Declaración de Política .  Al aceptar cualquier Otorgamiento bajo de este documento, usted reconoce expresamente que la Compañía, con oficinas registradas y localizadas en 50 Main Street, White Plains, New York, 10606, U.S.A., es la única responsable por la administración del Plan y que su participación en el mismo y la adquisición de Acciones no constituyen de ninguna manera una relación laboral entre usted y la Compañía, debido a que su participación en el Plan es únicamente una relación comercial y que su único empleador es Servicios Bunge, S.A. de C.V.  o  Servicios Molinos Bunge de México, S.A. de C.V., como sea aplicable,  (“ Bunge-M é xico ”).  Derivado de lo anterior, usted reconoce expresamente que el Plan y los beneficios a su favor que pudieran derivar de la participación en el mismo no establecen ningún derecho entre usted y el Empleador, Bunge-México, y no forman parte de las condiciones laborales y/o los beneficios otorgados por Bunge-México, y cualquier modificación del Plan o la terminación del mismo no constituirá un cambio o desmejora de los términos y las condiciones de su trabajo.

 

Asimismo, usted entiende que su participación en el Plan se ha resultado de la decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o descontinuar su participación en el Plan en cualquier momento y sin ninguna responsabilidad para usted.

 

Finalmente, usted manifiesta que no se reserva ninguna acción o derecho que origine una demanda en contra de la Compañía por cualquier compensación o daños y perjuicios en relación con cualquier disposición del Plan o de los beneficios derivados del mismo, y en consecuencia usted exime amplia y completamente a la Compañía de toda responsabilidad, como así también a sus Filiales, accionistas, directores, agentes o representantes legales con respecto a cualquier demanda que pudiera surgir.

 

NETHERLANDS

 

There are no country-specific provisions.

 

PARAGUAY

 

There are no country-specific provisions.

 

PHILIPPINES

 

Notifications

 

Securities Law Information .  You are permitted to dispose or sell Shares acquired under the Plan provided the offer and resale of the Shares takes place outside the Philippines through the facilities of a stock exchange on which the Shares are listed.  The Shares are currently listed on the New York Stock Exchange in the U.S.

 

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POLAND

 

Notifications

 

Exchange Control Information .  If you hold foreign securities (including Shares) and maintain accounts abroad, you will be required to file certain reports with the National Bank of Poland on the transactions and balances of the securities and cash deposited in such accounts if the value of such transactions or balances exceeds PLN 7,000,000 in the aggregate.  If required, you must file reports on the transactions and balances of the accounts on a quarterly basis on special forms available on the website of the National Bank of Poland.

 

In addition, if you transfer funds in excess of €15,000 into Poland in connection with the sale of Shares under the Plan, the funds must be transferred via a bank account held at a bank in Poland.  You are required to retain the documents connected with a foreign exchange transaction for a period of five years, as measured from the end of the year in which such transaction occurred.

 

ROMANIA

 

Notifications

 

Exchange Control Information .  If you deposit the proceeds from the sale of Shares issued to you at exercise of the Options in a bank account in Romania, you may be required to provide the Romanian bank with appropriate documentation explaining the source of the funds.  You should consult your personal advisor to determine whether you will be required to submit such documentation to the Romanian bank.

 

RUSSIA

 

Terms and Conditions

 

U.S. Transaction and Sale Restrictions .  You understand that your acceptance of the Options results in a contract between you and the Company that is completed in the U.S. and that the Agreement is governed by the laws of the State of New York, without giving effect to the conflict of laws principles thereof.  Further, any Shares to be issued to you upon exercise shall be delivered to you through a bank or brokerage account in the U.S.  You are not permitted to sell the Shares directly to other Russian legal entities or residents.

 

Securities Law Requirements .  Any Options granted hereunder, this Agreement, the Plan and all other materials you may receive regarding your participation in the Plan or any Options granted hereunder do not constitute advertising or an offering of securities in Russia.  The issuance of Shares under the Plan has not and will not be registered in Russia; therefore, Shares may not be offered or placed in public circulation in Russia.

 

In no event will Shares acquired under the Plan be delivered to you in Russia; all Shares will be maintained on your behalf in the U.S.

 

Exchange Control Requirements .  You understand and agree that, pursuant to Russian exchange control requirements, you will be required to repatriate to Russia the cash proceeds from the sale of the Shares issued to you upon exercise of the Option, unless such proceeds will be paid into and held in your brokerage account in the U.S., for example, for reinvestment purposes.  As an express statutory exception to this requirement, cash dividends (but not dividend equivalents) paid on Shares can be paid directly into a foreign bank or brokerage account opened with a foreign bank located in Organisation for

 

20



 

Economic Co-operation and Development (“ OECD ”) or Financial Action Task Force (“ FATF ”) countries, without first remitting them to a bank account in Russia.  Other statutory exceptions may apply, and you should consult with your personal legal advisor in this regard.

 

You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in Russia.  Without limiting the generality of the foregoing, you acknowledge that the Company reserves the right, in its sole discretion depending on developments in Russian exchange control laws and regulations, to require you to exercise the Options via a cashless exercise.  You further agree that, if applicable, the Company is authorized to instruct Morgan Stanley Smith Barney LLC (or such other broker as may be designated by the Company) to assist with the mandatory sale of such Shares (on your behalf pursuant to this authorization) and you expressly authorize Morgan Stanley Smith Barney LLC (or such other broker as may be designated by the Company) to complete the sale of such Shares.  You further acknowledge that Morgan Stanley Smith Barney LLC (or such other broker as may be designated by the Company) is under no obligation to arrange for the sale of the Shares at any particular trading price.  Upon the sale of Shares, you will receive the cash proceeds from the sale of Shares, less any brokerage fees or commissions and subject to your obligations in connection with the Tax-Related Items.

 

You are strongly encouraged to contact your personal advisor to confirm the applicable Russian exchange control rules because significant penalties may apply in the case of non-compliance and because exchange control requirements may change.

 

Labor Law Acknowledgement .  You acknowledge that if you continue to hold Shares acquired under the Plan after an involuntary termination of your employment, you will not be eligible to receive unemployment benefits in Russia.

 

Notifications

 

Foreign Asset/Account Reporting Information .    Russian residents are required to notify Russian tax authorities within one (1) month of opening, closing or changing the details of a foreign account.  Russian residents also are required to report (i) the beginning and ending balances in such a foreign bank account each year and (ii) transactions related to such a foreign account during the year to the Russian tax authorities, on or before June 1 of the following year.  The tax authorities can require you to provide appropriate supporting documents related to transactions in a foreign bank account.  You are encouraged to contact your personal advisor before remitting your proceeds from participation in the Plan to Russia as exchange control requirements may change.

 

Anti-Corruption Legislation Information .  Individuals holding public office in Russia, as well as their spouses and dependent children, may be prohibited from opening or maintaining a foreign brokerage or bank account and holding any securities, whether acquired directly or indirectly, in a foreign company (including Shares acquired under the Plan).  You should consult with your personal legal advisor to determine whether this restriction applies to your circumstances.

 

SINGAPORE

 

Terms and Conditions

 

Restriction on Sale and Transferability .  You hereby agree that any Shares acquired pursuant to the exercise of the Options will not be offered for sale in Singapore prior to the six-month anniversary of the Date of Grant, unless such sale or offer is made pursuant to one or more exemptions under Part XIII

 

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Division 1 Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“ SFA ”).

 

Notifications

 

Securities Law Information .  The grant of the Options is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA, on which basis it is exempt from the prospectus and registration requirements under the SFA, and is not made with a view to the Shares being subsequently offered for sale to any other party.  The Plan has not and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.

 

Chief Executive Officer and Director Notification Requirement .  The Chief Executive Officer (“ CEO ”) and the directors, associate directors and shadow directors of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act.  The CEO, directors, associate directors and shadow directors must notify the Singapore Subsidiary in writing of an interest ( e.g. , Options, Shares, etc.) in the Company or any related company within two (2) business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest ( e.g., when the Shares are sold), or (iii) becoming the CEO or a director, associate director or shadow director.

 

SOUTH AFRICA

 

Terms and Conditions

 

Responsibility for Taxes .  The following provision supplements Section 7 of this Agreement:

 

By accepting the Options, you agree that, immediately upon exercise of the Options, you will notify your Employer of the amount of any gain realized.  If you fail to advise the Employer of the gain realized upon exercise of the Options you may be liable for a fine.  You will be solely responsible for paying any difference between your actual tax liability and the amount withheld by the Employer.

 

Tax Clearance Certificate .  You understand that to participate in the Plan, should you exceed any annual discretionary allowance, you must obtain and provide to the Employer, or any third party designated by the Employer or the Company, a Tax Clearance Certificate (with respect to foreign investments) bearing the official stamp and signature of the Exchange Control Department of the South African Revenue Service (“ SARS ”) and you must renew this Tax Clearance Certificate each year or such other period as may be required by the SARS.

 

Notifications

 

Exchange Control Information .  Under current South African exchange control policy, you understand that if you are a South African resident, you may invest a maximum of ZAR11,000,000 per annum in offshore investments, including in Shares.  This limit does not apply to non-resident employees.  The first ZAR1,000,000 annual discretionary allowance requires no prior authorization but you understand that you must obtain tax clearance for the next ZAR10,000,000.  It is your responsibility to ensure that you do not exceed this limit and obtain the necessary tax clearance for remittances exceeding ZAR1,000,000.  This limit is a cumulative allowance; therefore, your ability to remit funds for the purchase of Shares will be reduced if your foreign investment limit is utilized to make a transfer of funds offshore that is unrelated to the Plan.  You acknowledge that if the ZAR11,000,000 limit will be exceeded as a result of a purchase under the Plan, you may still participate in the Plan; however, you will be required to immediately sell the Shares purchased on your behalf under the Plan and repatriate the proceeds to South Africa in order to ensure that you do not hold assets outside South Africa with a value in excess of the permitted offshore investment allowance amount.

 

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SPAIN

 

Terms and Conditions

 

Labor Law Acknowledgement .  The following provision supplements Section 9 of this Agreement:

 

By accepting the Options granted hereunder, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan.

 

You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant any Options under the Plan to individuals who may be members of the Board or Employees throughout the world.  The decision is a limited decision, which is entered into upon the express assumption and condition that any Options granted will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis, other than as expressly set forth in this Agreement.  Consequently, you understand that the Options granted hereunder are given on the assumption and condition that they shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever.  Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of Options since the future value of the Options and the underlying Shares is unknown and unpredictable.  In addition, you understand that any Options granted hereunder would not be made but for the assumptions and conditions referred to above; thus, you understand, acknowledge and freely accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Options or right to Options shall be null and void.

 

Further, the grant of the Option is expressly conditioned on your continued and active rendering of service, such that if your employment terminates for any reason whatsoever, the Options may cease vesting immediately, in whole or in part, effective on the date of your termination of employment (unless otherwise specifically provided in Section 6 of this Agreement).  This will be the case, for example, even if (i) you are considered to be unfairly dismissed without good cause ( i.e. , subject to a “ despido improcedente ”); (ii) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (iii) you terminate service due to a change of work location, duties or any other employment or contractual condition; (iv) you terminate service due to a unilateral breach of contract by the Company or a Subsidiary; or (v) your employment terminates for any other reason whatsoever.  Consequently, upon termination of your employment for any of the above reasons, you may automatically lose any rights to Options that were not vested on the date of your termination of employment, as described in the Plan and this Agreement.

 

You acknowledge that you have read and specifically accept the conditions referred to in Section 6 of this Agreement.

 

Notifications

 

Securities Law Information .  No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory regarding the Options.  No public offering prospectus has been, nor will it be, registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission) (“ CNMV ”).  Neither the Plan nor this Agreement constitutes a public offering prospectus and neither has been, nor will either be, registered with the CNMV.

 

Exchange Control Information .  To participate in the Plan, you must comply with exchange control regulations in Spain.  You are required to declare electronically to the Bank of Spain any securities

 

23



 

accounts (including brokerage accounts held abroad), as well as the Shares held in such accounts, depending on the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year.

 

You also must declare any Shares that are acquired under the Plan to the Dirección General de Comercio e Inversiones of the Ministry of Industry, Tourism and Commerce (the “ DGCI ”).  After the initial declaration, the declaration must be filed with the DGCI on a Form D-6 on an annual basis each January while the Shares are owned.  However, if the value of the Shares acquired under the Plan or the amount of the sale proceeds exceeds €1,502,530, the declaration must be filed within one month of the acquisition or sale, as applicable.

 

Foreign Asset/Account Reporting Information .  You understand that if you hold rights or assets ( e.g. , Shares or cash held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset ( e.g. , Shares, cash, etc.) as of December 31, you are required to report certain information regarding such rights and assets on tax form 720. After such rights and/or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 or if you sell or otherwise dispose of previously-reported rights or assets.  The reporting must be completed by the following March 31.

 

SWITZERLAND

 

Notifications

 

Sec urities Law Information .  The Options are not intended to be publicly offered in or from Switzerland.  Because this is a private offering in Switzerland, the Options are not subject to registration in Switzerland.  Neither this document nor any other materials relating to the Options constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations. Finally, neither this document nor any other materials relating to the Options may be publicly distributed nor otherwise made publicly available in Switzerland.

 

TURKEY

 

Notifications

 

Securities Law Information .  The Options are made available only to Employees and the offer of participation in the Plan is a private offering.  The grant of Options and the issuance of Shares upon exercise take place outside of Turkey.  Furthermore, the sale of Shares acquired under the Plan is not permitted within Turkey.  The Shares are currently traded on the New York Stock Exchange in the U.S. under the ticker symbol “BG” and Shares may be sold on this exchange.

 

Financial Intermediary Information .  Pursuant to Decree No. 32 on the Protection of the Value of the Turkish Currency (“Decree 32”) and Communiqué No. 2008-32/34 on Decree No. 32, any activity related to investments in foreign securities ( e.g. , the sale of Shares acquired under the Plan) must be conducted through a bank or financial intermediary institution licensed by the Turkish Capital Markets Board and should be reported to the Turkish Capital Markets Board.  You are solely responsible for complying with this requirement and should contact your personal legal advisor for further information regarding your obligations in this respect.

 

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UNITED KINGDOM

 

Terms and Conditions

 

Tax Withholding .  The following provisions supplement Section 7 of this Agreement:

 

You agree that, if you do not pay or the Employer or the Company does not withhold from you the full amount of income tax that you owe at exercise of the Options, or the receipt of any other benefit in connection with the Options (the “ Taxable Event ”) within 90 days of the U.K. tax year within which the Taxable Event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), then the amount that should have been withheld shall constitute a loan owed by you to the Employer, effective as of the Due Date.  You agree that the loan will bear interest at the Her Majesty’s Revenue and Customs’ (“ HMRC ”) official rate and will be immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by any of the means set forth in Section 7 of this Agreement.

 

Notwithstanding the foregoing, if you are an executive officer or director (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply.  In the event that you are an executive officer or director and income tax is not collected from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and National Insurance contributions (“ NICs ”) may be due.  You will be responsible for reporting and accounting for any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for the value of any NICs due on this additional benefit.

 

Notifications

 

Foreign Asset/Account Reporting Information .  The Foreign Account Tax Compliance Act (“ FATCA ”), pertains to U.S. citizens and/or U.S. taxpayers who participate in or hold equity-based awards ( e.g., stock Options, RSUs, performance units) in one or more equity compensation plans offered by the Company. Under FATCA, the Company is considered a “non-U.S. issuer” with the result that you may have reporting obligations on Form 8938 when filing your annual income tax return.  Information regarding Form 8938 is available at http://www.irs.gov/pub/irs-pdf/i8938.pdf.

 

These reporting obligations apply to the extent the aggregate value of your holdings (when aggregated with other specified foreign financial assets held by you) exceed certain thresholds.  The threshold amounts of the value of the equity holdings (and other foreign assets) that trigger the reporting obligations depend on your filing status ( e.g., unmarried/married filing separately) and whether you reside in the U.S. or outside of the U.S.  Shares issued by a non-U.S. issuer that are held in a financial account maintained by a U.S. financial institution (such as a brokerage firm) are not subject to these reporting requirements.  However, it is not clear under current guidance whether rights to acquire Shares, such as Options ( i.e., as opposed to Shares you own), are eligible for this exception.  You are encouraged to consult your personal tax advisor to determine whether these FATCA reporting requirements apply to you as a result of your equity holdings in the Company, including the Options or Shares you acquire under the Plan.

 

URUGUAY

 

There are no country-specific provisions.

 

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Exhibit 10.33

 

BUNGE LIMITED

 

2016 EQUITY INCENTIVE PLAN

 

GLOBAL RESTRICTED STOCK UNIT AGREEMENT

 

 

1.                                       General.   Unless otherwise defined herein, the terms defined in the Bunge Limited 2016 Equity Incentive Plan (the “ Plan ”) shall have the same defined meanings in this Global Restricted Stock Unit Agreement and any terms and conditions applicable to the country included in the Country-Specific Appendix (if any) attached hereto as Exhibit A (the “ Appendix ”) (collectively, this “ Agreement ”).  The Plan, which is incorporated by reference, and this Agreement constitute the entire understanding and agreement between you and Bunge Limited (the “ Company ”) regarding the Restricted Stock Units (“ RSUs ”) specified in your account.

 

2.                                       Grant of RSUs .  Subject to the terms and conditions of the Plan and this Agreement, effective as of the date specified in your account (the “ Date of Grant ”), the Company grants you the number of RSUs specified in your account.  Each RSU is equivalent to one Share for purposes of determining the number of Shares subject to the RSU.

 

3.                                       Vesting of RSUs .  Subject to the terms and conditions of the Plan and this Agreement, the RSUs and related accrued Dividend Equivalents shall vest on the [      ] anniversary of the Date of Grant (the “ Vesting Date ”), provided that you remain continuously employed by the Company or a Subsidiary on the Vesting Date.

 

4.                                       Form and Timing of Payment.   Subject to the terms and conditions of the Plan and this Agreement, each vested RSU, plus related Dividend Equivalents, will be paid as soon as practical after the Vesting Date, but in no event later than sixty (60) days following the Vesting Date; provided, however, that you will not be permitted, directly or indirectly, to designate the taxable year of the distribution.

 

5.                                       Dividend Equivalents . If the Board declares a cash dividend on the Shares, you will be entitled to a Dividend Equivalent, to be credited to your account on the dividend payment date established by the Company, equal to the cash dividends payable on the same number of Shares as the number of unvested RSUs credited to your account on the dividend record date established by the Company.  Any Dividend Equivalent will be in the form of additional whole RSUs, will be subject to the same terms and Vesting Dates as the corresponding RSUs, and will be paid at the same time and in the same manner as the corresponding RSUs. The number of additional RSUs credited to your account on the dividend payment date (rounded down to the nearest whole RSU) will be determined by (x) multiplying the number of unvested RSUs as of the dividend record date (including any unvested RSUs previously credited to your account as a result of Dividend Equivalents) by (y) the quotient of the cash dividend to be paid per Share, divided by the Fair Market Value per Share on the dividend payment date.  Dividend Equivalents will vest at the same time as their corresponding RSUs and convert into the right to receive Shares only to the extent the underlying RSUs vest and become payable.

 

6.                                       Effect of Termination of Employment .

 

6.1                                Termination of Employment for Cause; Resignation for any Reason; Breach of Restrictive Covenant .  If your employment with the Company or a Subsidiary is terminated for Cause, you resign your employment with the Company or a Subsidiary for any reason, or you

 



 

breach any of the provisions set forth in Section 8 of this Agreement, any unvested RSUs (and related Dividend Equivalents), or vested RSUs (and related Dividend Equivalents) that have not yet been settled, will immediately be cancelled and forfeited without payment.

 

6.2                                Termination of Employment without Cause or on Account of Disability, death or Retirement .  If your employment with the Company or a Subsidiary is terminated without Cause or on account of death, Disability or Retirement (for purposes of this Agreement, defined as your termination of employment after attaining (i) age 65 or (ii) age 55 with ten (10) years of completed service with the Company or a Subsidiary), any unvested RSUs (and related Dividend Equivalents) will vest on a pro rata basis and will be payable as soon as practical following your termination of employment, provided that in no event will payment be made later than sixty (60) days following such termination.  The pro rata calculation will be determined by multiplying (x) the number of Shares subject to the RSU on the Date of Grant, by (y) a fraction, with a numerator equal to the number of days from the Date of Grant through the date of your termination of employment, and a denominator equal to the number of days from the Date of Grant through the Vesting Date.

 

6.3                                Termination of Employment without Cause following a Change of Control .  Unless specifically prohibited by the Plan or unless the Committee provides otherwise prior to a Change of Control, upon the occurrence of a Change of Control and a termination of your employment with the Company or a Subsidiary without Cause on or before the second anniversary of the occurrence of a Change of Control, any unvested RSUs (and related Dividend Equivalents) will vest in full and will be payable as soon as practical following your termination of employment, provided that in no event will payment be made later than sixty (60) days following such termination.

 

6.4                                Specified Employees .  For United States (“ U.S. ”) taxpayers, notwithstanding anything herein to the contrary, if you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), as determined under the Company’s established methodology for determining specified employees, at the time of your separation from service, any payment hereunder that provides for a “deferral of compensation” within the meaning of Section 409A shall not be paid or commence to be paid on any date prior to the first business day after the date that is six months following your separation from service; provided, however, that a payment delayed pursuant to this Section 6.4 shall commence earlier in the event of your death prior to the end of the six-month period.

 

7.                                       Tax Withholding .

 

7.1                                You acknowledge and agree the Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares to you until satisfactory arrangements (as determined by the Company) have been made for the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you, including, without limitation, in connection with the grant, vesting and settlement of the RSUs, the subsequent sale of Shares acquired upon settlement of the RSUs and the receipt of any Dividend Equivalents (“ Tax-Related Items ”) that the Company determines must be withheld.  If you are a non-U.S. employee, the method of payment of Tax-Related Items may be restricted by the Appendix.

 

7.2                                The Company has the right (but not the obligation) to satisfy any Tax-Related Items by (i) withholding from proceeds of the sale of Shares acquired upon the settlement of the RSUs

 

2



 

through a sale arranged by the Company (on your behalf pursuant to this authorization without further consent), (ii) requiring you to pay cash, (iii) withholding from any wages or other cash compensation payable to you by the Company or your employer (the “ Employer ”), and/or (iv) reducing the number of Shares otherwise deliverable to you.  The Company will have discretion to determine the method of satisfying Tax-Related Items.  In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the aforementioned withholding methods.  Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash with no entitlement to the Share equivalent or if not refunded, you may seek a refund from the local tax authorities.   If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax -Related Items.

 

7.3                                If you are subject to taxation in more than one jurisdiction, you acknowledge that the Company and/or, if different, your current or former Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

 

7.4                                Regardless of any action of the Company or the Employer, you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer.  You further acknowledge that the Company and the Employer (x) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs; and (y) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result.

 

8.                                       Restricted Covenants .

 

8.1                                Confidentiality .  You acknowledge and agree with the Company that you shall not at any time, except in the performance of your obligations to the Company or with the prior written consent of the Company, directly or indirectly, reveal to any person, entity or other organization (other than the Company, its parent companies and subsidiaries (individually and as a group, the “ Bunge Group ”) or use for your own benefit any information deemed to be confidential by any member of the Bunge Group (“ Confidential Information ”) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Bunge Group, including, without limitation, any information concerning past, present or prospective customers, manufacturing processes, marketing data, financial or commercial information, business plans or other Confidential Information used by, or useful to, any member of the Bunge Group and known to you by reason of your employment by, shareholdings in or other association with any member of the Bunge Group.  You further agree that you shall retain all copies and extracts of any written Confidential Information acquired or developed by you during any such employment, shareholding or association in trust for the sole benefit of the Bunge Group and its successors and assigns.  You further agree that you shall not, without the prior written consent of the Company, remove or take from the Bunge Group’s premises (or, if previously removed or taken, you shall, at the Company’s request, promptly return) any written Confidential Information or any copies or extracts thereof.  Upon the request and at the expense of the Company, you shall promptly make all disclosures, execute all instruments and papers and perform all acts

 

3



 

reasonably necessary to vest and confirm in the Bunge Group, fully and completely, all rights created or contemplated by this Section 8.1.  The term “Confidential Information” shall not include information that is or becomes generally available to the public other than as a result of a disclosure by you, or at your direction.

 

8.2                                No Competing Employment.   You agree with the Company that, for so long as you are employed by the Bunge Group and continuing until the last day of the twelfth month following your termination of employment for any reason (such period to be referred to as the “ Restricted Period ”), you shall not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, corporation or other business organization, engage in a business competitive to that of the Bunge Group; provided, however , that nothing herein shall limit your right to own not more than 5% of any of the debt or equity securities of any business organization that is then filing reports with the U.S. Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act.  The Restricted Period shall be extended by the length of any period during which you are in breach of any of the terms of this Section 8.

 

8.3                                Restrictions on Solicitation .  During the Restricted Period, you agree with the Company that you shall not in any way, directly or indirectly (except in the course of your employment with the Company), (x) call upon, solicit, advise or otherwise do, or attempt to do, business with any person who is, or was, during the then most recent 12-month period, a customer of any member of the Bunge Group (or any other entity that you know is a potential customer with respect to specific products of the Bunge Group and with which you have had contact during the period of your employment with the Bunge Group), for purposes of competing with the Bunge Group, (y) take away or interfere or attempt to take away or interfere with any custom, trade or business of any member of the Bunge Group, or (z) interfere with or attempt to interfere with any person who is, or was during the then most recent 12-month period, an employee, officer, representative or agent of any member of the Bunge Group, or hire, solicit, induce or attempt to solicit or induce any of them to terminate their service with any member of the Bunge Group or violate the terms of their contracts or any employment arrangements, with any member of the Bunge Group.  The Restricted Period shall be extended by the length of any period during which you are in breach of any of the terms of this Section 8.

 

8.4                                Application of Covenants .  The activities described in this Section 8 shall be prohibited regardless of whether undertaken by you in an individual or representative capacity, and regardless of whether performed for your own account or for the account of any other individual, partnership, firm, corporation or other business organization (other than the Company).

 

8.5                                Injunctive Relief .  Without limiting the remedies available to the Company, you acknowledge that a breach of any of the covenants contained in this Section 8 may result in irreparable injury to the Company for which there is no adequate remedy at law, that it shall not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction restraining you from engaging in activities prohibited by this Section 8 or such other relief as may be required to specifically enforce any of the covenants in this Section 8.

 

9.                                       Acknowledgements and Agreements .  You agree, accept and acknowledge the following:

 

4



 

(a)                                  THE RSUS AND THIS AGREEMENT DO NOT CREATE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR ANY PERIOD, AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE RIGHT OF THE COMPANY OR THE EMPLOYER TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

 

(b)                                  The delivery of the Plan, this Agreement, the Plan’s prospectus and any reports of the Company provided generally to the Company’s shareholders, may be made by electronic delivery.  Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.  By electronically accepting this Agreement, you agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.”

 

(c)                                   All decisions or interpretations of the Committee or the Company regarding the Plan, this Agreement and the RSUs shall be binding, conclusive and final on you and all other interested persons.

 

(d)                                  The Plan is established voluntarily by the Company, it is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.

 

(e)                                   The grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past.

 

(f)                                    All decisions regarding future Awards, if any, will be at the discretion of the Company.

 

(g)                                   You are voluntarily participating in the Plan.

 

(h)                                  The RSUs and any underlying Shares, and the income from and value of same, are not intended to replace any pension rights or compensation.

 

(i)                                      The RSUs and any underlying Shares, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments.

 

(j)                                     Unless otherwise agreed with the Company in writing, the RSUs and any underlying Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary.

 

(k)                                  The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty.

 

(l)                                      For purposes of the RSUs, your employment will be considered terminated as of the date you cease to actively provide services to the Company, the Employer or any member of the Bunge Group (regardless of the reason for such termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any).  The Committee shall have the exclusive discretion to determine when

 

5



 

you are no longer actively providing services for the purpose of your RSU grant (including whether you may still be considered to be providing services while on a leave of absence).

 

(m)                              Unless otherwise expressly provided in this Agreement or determined by the Company, any right to vest in the RSUs will terminate as of the date described in the previous paragraph and will not be extended by any notice period ( e.g., your period of service would not include any contractual notice period, period of pay in lieu of such notice, any period of “garden leave” or similar period mandated under applicable law).

 

(n)                                  No claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any.

 

(o)                                  The following provisions apply if you are providing services outside the U.S.:

 

(i).                                   The RSUs and any underlying Shares, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose.

 

(ii).                                None of the Company, the Employer, or any member of the Bunge Group will be liable for any foreign exchange rate fluctuation between your local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

 

10.                                No Advice Regarding Grant .  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares.

 

11.                                Compensation Recovery Policy .  The RSUs are subject to the terms of any compensation recovery policy or policies established by the Company as may be amended from time to time (“ Compensation Recovery Policy ”).  The Company hereby incorporates into this Agreement the terms of the Compensation Recovery Policy.

 

12.                                Section 409A Compliance.   This Section 12 may not apply if you are not a U.S. taxpayer.  The RSUs are intended to comply with Section 409A or an exemption thereunder, and, accordingly, to the maximum extent permitted, the RSUs and this Agreement shall be interpreted and administered in compliance therewith.  Notwithstanding any other provision of this Agreement, payments provided pursuant to this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption.  Any payments pursuant to this Agreement that may be excluded from Section 409A as a short-term deferral shall be excluded from Section 409A to the maximum extent possible.  To the extent that any provision of this Agreement would cause a conflict with the requirements of Section 409A or would cause the administration of the RSUs to fail to satisfy Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law.  Nothing herein shall be construed as a guarantee of any particular tax treatment.  The Company makes no representation that this Agreement or the RSUs comply with Section 409A and in no event shall the Company be liable for the payment of any taxes and penalties that you may incur under Section 409A.

 

13.                                Rights as Shareholder .  Neither you nor any person claiming under or through you will have any of the rights or privileges of a shareholder of the Company in respect of any Shares deliverable hereunder

 

6



 

unless and until Shares have been issued and recorded on the records of the Company or its transfer agents or registrars.

 

14.                                Appendix .  If applicable, the RSUs are subject to any additional terms and conditions for the country set forth in the Appendix.  If you relocate to another country, the terms and conditions for that country (if any) will apply to you to the extent the Company determines that applying such terms and conditions are necessary or advisable for legal or administrative reasons.

 

15.                                Language .  If you have received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different from the English version, the English version will control.

 

16.                                Notices.   Any notice to be given under this Agreement to the Company will be addressed to: Bunge Limited, 50 Main Street, 6th Floor, White Plains, New York 10606, Attention:  Chief Human Resources Officer.  Any notice to be given under this Agreement to you will be provided to the physical or electronic mail address maintained in the Company’s records; or in either case, at such other address as the Company or you, as the case may be, may hereafter designate in writing.

 

17.                                Governing Law; Venue.   To the extent not preempted by federal law, the RSUs and this Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions.  The parties agree that any legal action, suit or proceeding arising from or related to this Agreement shall be instituted exclusively in the state courts of New York located in New York County or in the federal courts for the United States for the Southern District of New York and no other courts.  The parties consent to the personal jurisdiction of such courts over them, waive all objections to the contrary, and waive any and all objections to the exclusive location of legal proceedings in New York County or in the federal courts for the U.S. for the Southern District of New York.

 

18.                                RSUs Not Transferable .  The RSUs and the rights and privileges conferred by the RSUs may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or by the laws of descent or distribution.  The terms of the Plan and this Agreement shall be binding upon your executors, administrators, heirs, successors and assigns.

 

19.                                Additional Conditions to Issuance of Stock .  If at any time the Company determines, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any foreign, state, federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to you (or your estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company.

 

20.                                Imposition of Other Requirements .  The Company reserves the right to impose other requirements on your participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

 

21.                                I nsider-Trading/Market-Abuse Laws .  You acknowledge that, depending on your country, you may be subject to insider-trading restrictions and/or market-abuse laws, which may affect your ability to acquire or sell Shares acquired under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country).  Any restrictions under

 

7



 

these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider-trading policy.  You are responsible for complying with any applicable restrictions and are encouraged to speak to your personal legal advisor for further details regarding any applicable insider-trading and/or market-abuse laws in your country.

 

22.                                Foreign Asset/Account Reporting Requirements; Exchange Controls .  You acknowledge that your country may have certain foreign asset and/or foreign account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan) in a brokerage or bank account outside your country.  You may be required to report such accounts, assets or transactions to the tax or other authorities in your country.  You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker within a certain time after receipt.  You acknowledge that it is your responsibility to be compliant with such regulations and are encouraged to consult your personal legal advisor for any details.

 

23.                                Severability.   In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

 

24.                                Modifications to this Agreement .  Amendments or modifications to this Agreement that adversely affect the RSUs in any material way may only be made with your written consent.   Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its discretion and without your consent, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to the RSUs, or to comply with other applicable laws.

 

25.                                Waiver .  You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach of this Agreement.

 

26.                                Data Privacy .

 

26.1                         You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other grant materials by and among, as applicable, the Company, the Employer, and any member of the Bunge Group for the exclusive purpose of implementing, administering and managing your participation in the Plan .

 

26.2                         You understand that the Company, the Employer and members of the Bunge Group may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, residency, status, job title, any shares of stock or directorships held in the Company, the Employer, or the Bunge Group, details of the RSUs or any other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (collectively “ Data ”), for the exclusive purpose of implementing, administering and managing the Plan.

 

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26.3                         You understand that Data will be transferred to the Company, the Employer, any member of the Bunge Group, or one or more stock plan service providers as may be selected by the Company from time to time, which is assisting the Company with the implementation, administration and management of the Plan.  You understand that the recipients of the Data may be located in the U.S. or elsewhere, and that the recipient’s country of operation (e.g., the U.S.) may have different data privacy laws and protections than your country.  You understand that if you reside outside the U.S., you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative.  You authorize the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing your participation in the Plan.  You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan.  You understand that if you reside outside the U.S., you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis.  If you do not consent, or if you later seek to revoke your consent, your engagement as an employee and career with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant RSUs or other equity awards to you or administer or maintain such awards.  Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

 

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EXHIBIT A

 

BUNGE LIMITED

 

2016 EQUITY INCENTIVE PLAN

 

GLOBAL RESTRICTED STOCK UNIT AGREEMENT

 

TERMS AND CONDITIONS

 

This Appendix, which is part of the Agreement, includes additional or different terms and conditions that govern the RSUs and that will apply to you if you are in one of the countries listed below.  Unless otherwise defined herein, capitalized terms set forth in this Appendix shall have the meanings ascribed to them in the Plan or the Global Restricted Stock Unit Agreement, as applicable.

 

If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, are considered a resident of another country for local law purposes or transfer residency between countries after the Date of Grant, the Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply to you under these circumstances.

 

NOTIFICATIONS

 

This Appendix also includes information regarding securities, exchange control and certain other issues of which you should be aware with respect to your participation in the Plan.  The information is based on the securities, exchange control and other laws in effect in the respective countries as of June 2016.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that you not rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan because such information may be outdated when you vest in this Award and/or sell any Shares acquired at vesting.

 

In addition, the information contained herein is general in nature and may not apply to your particular situation.  As a result, the Company is not in a position to assure you of any particular result.  You, therefore, are encouraged to seek appropriate professional advice as to how the relevant laws in your country may apply to your particular situation.

 

Finally, if you are a citizen or resident of a country other than that in which you are currently working and/or residing, are considered a resident of another country for local law purposes or transfer residency to a different country after the Date of Grant, the information contained herein may not apply in the same manner to you.

 

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ARGENTINA

 

Notifications

 

Securities Law Information .  Nether the RSUs nor the Shares subject to the RSUs are publicly offered or listed on any stock exchange in Argentina.  The offer is private and not subject to the supervision of any Argentine governmental authority.

 

Foreign Asset/Account Reporting Information .  If you hold Shares (acquired upon settlement of the RSUs, any Dividend Equivalents or otherwise) as of December 31, you are required to report certain information regarding the Shares on your annual tax return.  In addition, when you acquire, sell, transfer or otherwise dispose of Shares, you must register the transaction with the Federal Tax Administration.

 

AUSTRALIA

 

Notifications

 

Australian Offer Document .  The offer of RSUs (including the Dividend Equivalents) is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000.  Additional details are set forth in the Offer Document, which will be provided to you with this Agreement.

 

Tax Information .  The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (the “ Act ”) (subject to the conditions in the Act).

 

BELGIUM

 

Notifications

 

Foreign Asset/Account Reporting Information .  You are required to report any securities ( e.g., Shares acquired under the Plan) or bank accounts (including brokerage accounts) held outside of Belgium on your annual tax return.  You are also required to complete a separate report providing the National Bank of Belgium with details regarding any such account, including the account number, the name of the bank in which such account is held and the country in which such account is located.

 

BRAZIL

 

Terms and Conditions

 

Nature of Grant .  The following provision supplements Section 9 of this Agreement:

 

In accepting the RSUs, you acknowledge, understand and agree that (i) you are making an investment decision, (ii) you will be entitled to vest in, and receive Shares pursuant to, the RSUs (including any Dividend Equivalents) only if the vesting conditions are met and any necessary services are rendered by you between the Date of Grant and the Vesting Date, and (iii) the value of the underlying Shares is not fixed and may increase or decrease without compensation to you.

 

Compliance with Law .  In accepting the RSUs, you agree to comply with all applicable Brazilian laws and report and pay any and all applicable Tax-Related Items associated with the vesting and settlement of the RSUs (including any Dividend Equivalents), the sale of any Shares acquired under the Plan, and the receipt of any dividends.

 

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Notifications

 

Foreign Asset/Account Reporting Information .  If you are a resident or domiciled in Brazil, you will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000.  The assets and rights that must be reported include Shares acquired under the Plan.

 

Tax on Financial Transaction (“IOF”) .  Cross-border financial transactions relating to the RSUs (including any Dividend Equivalents) may be subject to the IOF (tax on financial transactions).  You are encouraged to consult with your personal tax advisor for additional details.

 

CANADA

 

Terms and Conditions

 

Form and Timing of Payment .  The following provision supplements Section 4 of this Agreement:

 

Notwithstanding anything to the contrary in the Agreement or Section 5.4 of the Plan, the RSUs (including any Dividend Equivalents) will be settled in Shares only, not cash.

 

Forfeiture upon Termination of Services .  The following provision replaces Section 9(l) of this Agreement:

 

(l) For purposes of the RSUs (including any Dividend Equivalents), your employer-employee or service relationship will be considered terminated as of the date that is the earlier of: (i) the date of termination of employment, (ii) the date you receive notice of termination from the Employer, or (iii) the date you are no longer actively providing services (regardless of the reason for such termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any).  The Committee shall have the exclusive discretion to determine when you are no longer actively providing services for the purpose of your RSU grant (including whether you may still be considered to be providing services while on a leave of absence).

 

The following provisions will apply if you are a resident of Quebec:

 

Language Consent .  The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

 

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention («  Agreement  »), ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

 

Data Privacy .  The following provision supplements Section 26 of this Agreement:

 

You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan.  You further authorize the Company, the Employer, its other Subsidiaries and the Committee to disclose and discuss the Plan with their advisors.  You further authorize the Company, the Employer and any other Subsidiary to record such information and to keep such information in your employee file.

 

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Notifications

 

Securities Law Information .  You are permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, if any, provided the sale of the Shares acquired under Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed ( i.e. , the New York Stock Exchange).

 

Foreign Asset/Account Reporting Information .  If you are a Canadian resident, you must report annually on Form T1135 (Foreign Income Verification Statement) the foreign property (including Shares acquired under the Plan) you hold if the total cost of such foreign property exceeds C$100,000 at any time during the year.  Unvested RSUs (including any Dividend Equivalents) also must be reported (generally at nil cost) on Form T1135 if the C$100,000 threshold is exceeded due to other foreign property you hold.  If Shares are acquired, their cost generally is the adjusted cost base (“ ACB ”) of the Shares.  The ACB would normally equal the fair market value of the Shares at vesting, but if you own other shares, this ACB may have to be averaged with the ACB of the other shares.  The Form T1135 must be filed at the same time you file your annual tax return.  You should consult your personal legal advisor to ensure compliance with applicable reporting obligations.

 

CHINA

 

Terms and Conditions

 

Form and Timing of Payment .  The following provision supplements Section 4 of this Agreement.

 

Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the RSUs (including any Dividend Equivalents).  Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares (including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.

 

Any cash payment received upon settlement of the RSUs (including any Dividend Equivalents) will be paid to you through local payroll in China. In no event will payments under the Plan be made to you into an account outside of China.

 

COLOMBIA

 

Terms and Conditions

 

Labor Law Acknowledgement .  You acknowledge that pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do not constitute a component of “salary” for any purposes.  Therefore, the RSUs and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance contributions and/or any other labor-related amount which may be payable.

 

Securities Law Information .  The Shares are not and will not be registered in the Colombian registry of publicly traded securities ( Registro Nacional de Valores y Emisores ).  Therefore, the Shares may not be offered to the public in Colombia.  Nothing in this document should be construed as the making of a public offer of securities in Colombia.

 

Notifications

 

Exchange Control Information .  Investment in assets located abroad (such as Shares acquired under the Plan) does not require prior approval.  However, if the value of your aggregate investments held abroad,

 

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including Shares, as of December 31 of the applicable calendar year equals or exceeds US$500,000, these investments must be registered with the Central Bank ( Banco de la Republica ).  Upon the sale or disposition of the investments, you may either choose to keep the resulting sums abroad or to repatriate them to Colombia. If you choose to repatriate funds to Colombia and you have not registered the investment with the Central Bank, you will need to file Form No. 5 with the Central Bank upon conversion of funds into local currency, which should be duly completed to reflect the nature of the transaction. If you have registered the investment with the Central Bank, then you will need to file Form No. 4 with the Central Bank upon conversion of funds into local currency, which should be duly completed to reflect the nature of the transaction.  If you immediately sell the Shares acquired upon vesting of the RSUs, no registration is required since no Shares will be held abroad.  You are advised to consult with a personal advisor to ensure you comply with the applicable reporting obligations.

 

FINLAND

 

There are no country-specific provisions.

 

FRANCE

 

Terms and Conditions

 

Language .  By accepting the grant, you confirm having read and understood the Plan and Agreement which were provided in the English language.  You accept the terms of these documents accordingly.

 

En acceptant l’attribution, vous confirmez avoir lu et compris le Plan et le Contrat, qui ont été communiqués en langue anglaise. Vous acceptez les termes de ces documents en connaissance de cause.

 

Notifications

 

Tax Information .  The RSUs (including any Dividend Equivalents) are not intended to be French tax-qualified awards.

 

Foreign Asset/Account Reporting Information .  French residents must report all foreign bank and brokerage accounts on an annual basis (including accounts opened or closed during the tax year) on a specific form together with the income tax return.  Failure to comply could trigger significant penalties.

 

GERMANY

 

There are no country-specific provisions.

 

HUNGARY

 

There are no country-specific provisions.

 

INDIA

 

Notifications

 

Exchange Control Information .  You are required to repatriate any proceeds from the sale of Shares acquired under the Plan to India within 90 days of receipt and any dividends within 180 days of receipt.  You must obtain a foreign inward remittance certificate (“ FIRC ”) from the bank where you deposit the foreign currency and should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation.  You are responsible for complying with applicable exchange control laws in India.

 

14



 

Because exchange control restrictions in India change frequently, you are advised to consult with your personal advisor before taking any action under the Plan.

 

Foreign Asset/Account Reporting Information .  You are required to declare any foreign bank accounts and any foreign financial assets (including Shares held outside India) in your annual tax return.  You are solely responsible for complying with this reporting obligation and are encouraged to consult with your personal tax advisor in this regard.

 

ITALY

 

Terms and Conditions

 

Data Privacy .  The following provisions replace Section 26 of this Agreement in its entirety:

 

You understand that the Company, the Employer and any other Subsidiary may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company or any Subsidiary, details of all RSUs, or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“ Data ”), for the exclusive purpose of implementing, managing and administering the Plan.

 

You also understand that providing the Company with Data is necessary for the performance of the Plan and that your refusal to provide Data would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the Plan.  The controller of personal data processing is Bunge Limited with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A., and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is Bunge Italia Spa., with registered offices at Via Baiona, 203 -  48123 Ravenna, Italy.

 

You understand that Data will not be publicized.  You understand that Data may also be transferred to the independent registered public accounting firm engaged by the Company.  You further understand that the Company and/or its Subsidiaries, will transfer Data among themselves as necessary for the purpose of implementing, administering and managing your participation in the Plan, and that the Company and its Subsidiaries may each further transfer Data to banks, other financial institutions, brokers or other third parties assisting the Company in the implementation, administration, and management of the Plan, including any requisite transfer of Data to a broker or other third party with whom you may elect to deposit any Shares acquired at vesting of the RSUs (including any Dividend Equivalents).  Such recipients may receive, possess, process, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing your participation in the Plan.  You understand that these recipients may be located in or outside the European Economic Area, such as in the U.S. or elsewhere. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with the management and administration of the Plan.

 

You understand that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions, as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

 

The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not

 

15



 

require your consent thereto, as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the Plan.  You understand that, pursuant to Section 7 of the Legislative Decree no. 196/2003, you have the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing.

 

Furthermore, you are aware that Data will not be used for direct-marketing purposes.  In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting your local human resources representative.

 

Plan Document Acknowledgement .  You acknowledge that you have read and specifically and expressly approve, without limitation, the following sections of this Agreement:  Sections 6, 7, 8, 9, 11, 15, 17, 20 and the Data Privacy provisions include in this Appendix.

 

Notifications

 

Foreign Asset/Account Reporting Information .  If at any time during the fiscal year you hold foreign financial assets (including cash and Shares) which may generate income taxable in Italy, you are required to report these assets on your annual tax return (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due.  These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.

 

Foreign Asset Tax Information .  The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset tax.  Financial assets include Shares acquired under the Plan.  The taxable amount will be the fair market value of the financial assets assessed at the end of the calendar year.  You are encouraged to consult with your personal tax advisor about the foreign financial assets tax.

 

MEXICO

 

Terms and Conditions

 

Acknowledgement of the Agreement .    In accepting the Award granted hereunder, you acknowledge that you have received a copy of the Plan, have reviewed the Plan and this Agreement in their entirety and fully understand and accept all provisions of the Plan and this Agreement.  You further acknowledge that you have read and specifically and expressly approve the terms and conditions of Section 9 of this Agreement, in which the following is clearly described and established:

 

(1)                                  Your participation in the Plan does not constitute an acquired right.

 

(2)                                  The Plan and your participation in the Plan are offered by the Company on a wholly discretionary basis.

 

(3)                                  Your participation in the Plan is voluntary.

 

(4)                                  The Company and the Bunge Group are not responsible for any decrease in the value of the RSUs granted and/or Shares issued under the Plan.

 

Labor Law Acknowledgement and Policy Statement .  In accepting any Award granted hereunder, you expressly recognize that the Company, with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A. is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of Shares do not constitute an employment relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and your sole employer is Servicios Bunge, S.A. de C.V.  or  Servicios Molinos Bunge de México, S.A. de C.V., as applicable,

 

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(“ Bunge-Mexico ”).  Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and the Employer, Bunge-Mexico, and do not form part of the employment conditions and/or benefits provided by Bunge-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

 

You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation in the Plan at any time without any liability to you.

 

Finally, you hereby declare that you do not reserve to yourself any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad release to the Company, its Subsidiaries, shareholders, officers, agents or legal representatives with respect to any claim that may arise.

 

Spanish Translation

 

Reconocimiento del Otorgamiento .  Al aceptar cualquier Otorgamiento bajo de este documento, usted reconoce que ha recibido una copia del Plan, que ha revisado el Plan y el Acuerdo en su totalidad, además y que comprende y está de acuerdo con todas las disposiciones del Plan y del Acuerdo.  Asimismo, usted reconoce que ha leído y manifiesta específicamente y expresamente que aprueba de los términos y las condiciones establecidos en la Sección 9 del Acuerdo, en los que se establece y describe claramente que:

 

(1)                                  Su participación en el Plan no constituye un derecho adquirido.

 

(2)                                  El Plan y su participación en el mismo son ofrecidos por la Compañía de forma completamente discrecional.

 

(3)                                  Su participación en el Plan es voluntaria.

 

(4)                                  La Compañía y sus filiales (el “Bunge Group”) no son responsables de ninguna disminución en el valor de las Acciones Restringidas (“RSUs,” por sus siglas en Inglés) o de las Acciones emitidas mediante el Plan.

 

Reconocimiento de la Ley Laboral y Declaración de Política .  Al aceptar cualquier Otorgamiento bajo este documento, usted reconoce expresamente que la Compañía, con oficinas registradas y localizadas en 50 Main Street, White Plains, New York, 10606, U.S.A., es la única responsable por la administración del Plan y que su participación en el mismo y la adquisición de Acciones no constituyen de ninguna manera una relación laboral entre usted y la Compañía, debido a que su participación en el Plan es únicamente una relación comercial y su único empleador es Servicios Bunge, S.A. de C.V.  o  Servicios Molinos Bunge de México, S.A. de C.V., como sea aplicable (“ Bunge-M é xico ”).  Derivado de lo anterior, usted reconoce expresamente que el Plan y los beneficios a su favor que pudieran derivar de la participación en el mismo no establecen ningún derecho entre usted y el Empleador, Bunge-México, y no forman parte de las condiciones laborales y/o los beneficios otorgados por Bunge-México, y cualquier modificación del Plan o la terminación del mismo no constituirá un cambio o desmejora de los términos y las condiciones de su trabajo.

 

Asimismo, usted entiende que su participación en el Plan se ha resultado de la decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o descontinuar su participación en el Plan en cualquier momento y sin ninguna responsabilidad para usted.

 

17



 

Finalmente, usted manifiesta que no se reserva ninguna acción o derecho que origine una demanda en contra de la Compañía por cualquier compensación o daños y perjuicios en relación con cualquier disposición del Plan o de los beneficios derivados del mismo, y en consecuencia usted exime amplia y completamente a la Compañía de toda responsabilidad, como así también a sus Filiales, accionistas, directores, agentes o representantes legales con respecto a cualquier demanda que pudiera surgir.

 

NETHERLANDS

 

There are no country-specific provisions.

 

PARAGUAY

 

There are no country-specific provisions.

 

PHILIPPINES

 

Notifications

 

Securities Law Information .  You are permitted to dispose or sell Shares acquired under the Plan provided the offer and resale of the Shares takes place outside the Philippines through the facilities of a stock exchange on which the Shares are listed.  The Shares are currently listed on the New York Stock Exchange in the U.S.

 

POLAND

 

Notifications

 

Exchange Control Information .  If you hold foreign securities (including Shares) and maintain accounts abroad, you will be required to file certain reports with the National Bank of Poland on the transactions and balances of the securities and cash deposited in such accounts if the value of such transactions or balances exceeds PLN 7,000,000 in the aggregate.  If required, you must file reports on the transactions and balances of the accounts on a quarterly basis on special forms available on the website of the National Bank of Poland.

 

In addition, if you transfer funds in excess of €15,000 into Poland in connection with the sale of Shares under the Plan, the funds must be transferred via a bank account held at a bank in Poland.  You are required to retain the documents connected with a foreign exchange transaction for a period of five years, as measured from the end of the year in which such transaction occurred.

 

ROMANIA

 

Notifications

 

Exchange Control Information .  If you deposit the proceeds from the sale of Shares issued to you at vesting and settlement of the RSUs (including any Dividend Equivalents) in a bank account in Romania, you may be required to provide the Romanian bank with appropriate documentation explaining the source of the funds.  You should consult your personal advisor to determine whether you will be required to submit such documentation to the Romanian bank.

 

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RUSSIA

 

Terms and Conditions

 

U.S. Transaction and Sale Restrictions .  You understand that your acceptance of the RSUs results in a contract between you and the Company that is completed in the U.S. and that this Agreement is governed by the laws of the State of New York, without giving effect to the conflict of laws principles thereof.  Further, any Shares to be issued to you upon vesting and settlement of the Award shall be delivered to you through a bank or brokerage account in the U.S.  You are not permitted to sell the Shares directly to other Russian legal entities or residents.

 

Securities Law Requirements .  Any RSUs granted hereunder, this Agreement, the Plan and all other materials you may receive regarding your participation in the Plan or any RSUs granted hereunder do not constitute advertising or an offering of securities in Russia.  The issuance of Shares under the Plan has not and will not be registered in Russia; therefore, Shares may not be offered or placed in public circulation in Russia.

 

In no event will Shares acquired under the Plan be delivered to you in Russia; all Shares will be maintained on your behalf in the U.S.

 

Exchange Control Requirements .  You understand and agree that, pursuant to Russian exchange control requirements, you will be required to repatriate to Russia the cash proceeds from the sale of the Shares issued to you upon settlement of the RSUs and from the receipt of any Dividend Equivalents paid on such Shares, unless such proceeds will be paid into and held in your brokerage account in the U.S., for example, for reinvestment purposes.  As an express statutory exception to this requirement, cash dividends (but not Dividend Equivalents) paid on Shares can be paid directly into a foreign bank or brokerage account opened with a foreign bank located in Organisation for Economic Co-operation and Development (“ OECD ”) or Financial Action Task Force (“ FATF ”) countries, without first remitting them to a bank account in Russia.  Other statutory exceptions may apply, and you should consult with your personal legal advisor in this regard.

 

You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in Russia.  Without limiting the generality of the foregoing, you acknowledge that the Company reserves the right, in its sole discretion depending on developments in Russian exchange control laws and regulations, to force the immediate sale of any Shares to be issued upon vesting of the RSUs.  You further agree that, if applicable, the Company is authorized to instruct Morgan Stanley Smith Barney LLC (or such other broker as may be designated by the Company) to assist with the mandatory sale of such Shares (on your behalf pursuant to this authorization) and you expressly authorize Morgan Stanley Smith Barney LLC (or such other broker as may be designated by the Company) to complete the sale of such Shares.  You further acknowledge that Morgan Stanley Smith Barney LLC (or such other broker as may be designated by the Company) is under no obligation to arrange for the sale of the Shares at any particular trading price.  Upon the sale of Shares, you will receive the cash proceeds from the sale of Shares, less any brokerage fees or commissions and subject to your obligations in connection with the Tax-Related Items.

 

You are strongly encouraged to contact your personal advisor to confirm the applicable Russian exchange control rules because significant penalties may apply in the case of non-compliance and because exchange control requirements may change.

 

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Labor Law Acknowledgement .  You acknowledge that if you continue to hold Shares acquired under the Plan after an involuntary termination of your employment, you will not be eligible to receive unemployment benefits in Russia.

 

Notifications

 

Foreign Asset/Account Reporting Information .    Russian residents are required to notify Russian tax authorities within one (1) month of opening, closing or changing the details of a foreign account.  Russian residents also are required to report (i) the beginning and ending balances in such a foreign bank account each year and (ii) transactions related to such a foreign account during the year to the Russian tax authorities, on or before June 1 of the following year.  The tax authorities can require you to provide appropriate supporting documents related to transactions in a foreign bank account.  You are encouraged to contact your personal advisor before remitting your proceeds from participation in the Plan to Russia as exchange control requirements may change.

 

Anti-Corruption Legislation Information .  Individuals holding public office in Russia, as well as their spouses and dependent children, may be prohibited from opening or maintaining a foreign brokerage or bank account and holding any securities, whether acquired directly or indirectly, in a foreign company (including Shares acquired under the Plan).  You should consult with your personal legal advisor to determine whether this restriction applies to your circumstances.

 

SINGAPORE

 

Terms and Conditions

 

Restriction on Sale and Transferability .  You hereby agree that any Shares acquired pursuant to the RSUs will not be offered for sale in Singapore prior to the six-month anniversary of the Date of Grant, unless such sale or offer is made pursuant to one or more exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“ SFA ” ).

 

Notifications

 

Securities Law Information .  The grant of the RSUs is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA, on which basis it is exempt from the prospectus and registration requirements under the SFA, and is not made with a view to the RSUs being subsequently offered for sale to any other party.  The Plan has not and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.

 

Chief Executive Officer and Director Notification Requirement .  The Chief Executive Officer (“ CEO ”) and the directors, associate directors and shadow directors of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act.  The CEO, directors, associate directors and shadow directors must notify the Singapore Subsidiary in writing of an interest ( e.g., RSUs, Shares, etc.) in the Company or any related company within two (2) business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest ( e.g., when the Shares are sold), or (iii) becoming the CEO or a director, associate director or shadow director.

 

SOUTH AFRICA

 

Terms and Conditions

 

Tax Withholding .  The following provision supplements Section 7 of this Agreement:

 

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By accepting the RSUs, you agree that, immediately upon vesting and settlement of the RSUs, you will notify your Employer of the amount of any gain realized.  If you fail to advise the Employer of the gain realized upon vesting and settlement, you may be liable for a fine.  You will be solely responsible for paying any difference between your actual tax liability and the amount withheld by the Employer.

 

Notifications

 

Exchange Control Information .  Because no transfer of funds from South Africa is required under the RSUs, no filing or reporting requirements should apply when the RSUs are granted or when Shares are issued upon vesting and settlement of the RSUs.  However, because the exchange control regulations are subject to change, you should consult your personal advisor prior to vesting and settlement of the RSUs to ensure compliance with current regulations.  You are responsible for ensuring compliance with all exchange control laws in South Africa.

 

SPAIN

 

Terms and Conditions

 

Labor Law Acknowledgement .  The following provision supplements Section 9 of this Agreement:

 

By accepting the RSUs granted hereunder, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan.

 

You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant RSUs under the Plan to individuals who may be members of the Board or Employees throughout the world.  The decision is a limited decision, which is entered into upon the express assumption and condition that any RSUs granted will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis, other than as expressly set forth in this Agreement.  Consequently, you understand that the RSUs granted hereunder are given on the assumption and condition that they shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever.  Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of RSUs since the future value of the RSUs and the underlying Shares is unknown and unpredictable.  In addition, you understand that any RSUs granted hereunder would not be made but for the assumptions and conditions referred to above; thus, you understand, acknowledge and freely accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of RSUs or right to RSUs shall be null and void.

 

Further, the vesting of the RSUs is expressly conditioned on your continued and active rendering of service, such that if your employment terminates for any reason whatsoever, the RSUs may cease vesting immediately, in whole or in part, effective on the date of your termination of employment (unless otherwise specifically provided in Section 6 of the Agreement).  This will be the case, for example, even if (i) you are considered to be unfairly dismissed without good cause ( i.e., subject to a “ despido improcedente ”); (ii) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (iii) you terminate service due to a change of work location, duties or any other employment or contractual condition; (iv) you terminate service due to a unilateral breach of contract by the Company or a Subsidiary; or (v) your employment terminates for any other reason whatsoever.  Consequently, upon termination of your employment for any of the above reasons, you may automatically lose any rights to RSUs that were not vested on the date of your termination of employment, as described in the Plan and this Agreement.

 

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Finally, you acknowledge that you have read and specifically accept the conditions referred to in Section 6 of this Agreement.

 

Notifications

 

Securities Law Information .  No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory regarding the RSUs.  No public offering prospectus has been, nor will it be, registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission) (“ CNMV ”).  Neither the Plan nor this Agreement constitute a public offering prospectus and neither has been, nor will either be, registered with the CNMV.

 

Exchange Control Information .  To participate in the Plan, you must comply with exchange control regulations in Spain.  You are required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Shares held in such accounts, depending on the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year.

 

You also must declare any Shares that are acquired under the Plan to the Dirección General de Comercio e Inversiones of the Ministry of Industry, Tourism and Commerce (the “ DGCI ”).  After the initial declaration, the declaration must be filed with the DGCI on a Form D-6 on an annual basis each January while the Shares are owned.  However, if the value of the Shares acquired under the Plan or the amount of the sale proceeds exceeds €1,502,530, the declaration must be filed within one month of the acquisition or sale, as applicable.

 

Foreign Asset/Account Reporting Information .  If you hold rights or assets ( e.g., Shares or cash held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset ( e.g., Shares, cash, etc.) as of December 31, you are required to report certain information regarding such rights and assets on tax form 720. After such rights and/or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 or you sell or otherwise dispose of previously-reported rights or assets.  The reporting must be completed by the following March 31.

 

SWITZERLAND

 

Notifications

 

Sec urities Law Information .  The Awards are not intended to be publicly offered in or from Switzerland.  Because this is a private offering in Switzerland, the RSUs are not subject to registration in Switzerland.  Neither this document nor any other materials relating to the RSUs constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations.  Finally, neither this document nor any other materials relating to the RSUs may be publicly distributed nor otherwise made publicly available in Switzerland.

 

TURKEY

 

Notifications

 

Securities Law Information .  The RSUs are made available only to Employees and the offer of participation in the Plan is a private offering.  The grant of RSUs and the issuance of Shares at vesting take place outside of Turkey.  Furthermore, the sale of Shares acquired under the Plan is not permitted within Turkey.  The Shares are currently traded on the New York Stock Exchange in the U.S. under the ticker symbol “BG” and Shares may be sold on this exchange.

 

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Financial Intermediary Information .  Pursuant to Decree No. 32 on the Protection of the Value of the Turkish Currency (“ Decree 32 ”) and Communiqué No. 2008-32/34 on Decree No. 32, any activity related to investments in foreign securities ( e.g., the sale of Shares acquired under the Plan) must be conducted through a bank or financial intermediary institution licensed by the Turkish Capital Markets Board and should be reported to the Turkish Capital Markets Board.  You are solely responsible for complying with this requirement and should contact your personal legal advisor for further information regarding your obligations in this respect.

 

UKRAINE

 

Terms and Conditions

 

Form and Timing of Payment .  The following provision supplements Section 4 of this Agreement.

 

Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the RSUs (including any Dividend Equivalents).  Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares (including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.

 

Any cash payment received upon settlement of the RSUs (including any Dividend Equivalents) will be paid to you through local payroll in the Ukraine. In no event will payments under the Plan be made to you into an account outside of the Ukraine.

 

UNITED KINGDOM

 

Terms and Conditions

 

Tax Withholding .  The following provisions supplement Section 7 of this Agreement:

 

You agree that, if you do not pay or the Employer or the Company does not withhold from you the full amount of income tax that you owe at vesting of the RSUs (including any Dividend Equivalents), or the release or assignment of the RSUs (including any Dividend Equivalents) for consideration, or the receipt of any other benefit in connection with the RSUs (the “ Taxable Event ”) within 90 days of the U.K. tax year within which the Taxable Event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “ Due Date ”), then the amount that should have been withheld shall constitute a loan owed by you to the Employer, effective as of the Due Date.  You agree that the loan will bear interest at the Her Majesty’s Revenue and Customs’ (“ HMRC ”) official rate and will be immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by any of the means set forth in Section 7 of this Agreement.

 

Notwithstanding the foregoing, if you are an executive officer or director (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply.  In the event that you are an executive officer or director and income tax is not collected from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and National Insurance contributions (“ NICs ”) may be due.  You will be responsible for reporting and accounting for any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for the value of any NICs due on this additional benefit, which the Company or the Employer may recover at any time thereafter by any of the means set forth in Section 7 of this Agreement.

 

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UNITED STATES

 

Notifications

 

Foreign Asset/Account Reporting Information .  The Foreign Account Tax Compliance Act (“ FATCA ”), pertains to U.S. citizens and/or U.S. taxpayers who participate in or hold equity-based awards ( e.g., stock options, RSUs, performance units) in one or more equity compensation plans offered by the Company. Under FATCA, the Company is considered a “non-U.S. issuer” with the result that you may have reporting obligations on Form 8938 when filing your annual income tax return.  Information regarding Form 8938 is available at http://www.irs.gov/pub/irs-pdf/i8938.pdf.

 

These reporting obligations apply to the extent the aggregate value of your holdings (when aggregated with other specified foreign financial assets held by you) exceed certain thresholds.  The threshold amounts of the value of the equity holdings (and other foreign assets) that trigger the reporting obligations depend on your filing status ( e.g., unmarried/married filing separately) and whether you reside in the U.S. or outside of the U.S.  Shares issued by a non-U.S. issuer that are held in a financial account maintained by a U.S. financial institution (such as a brokerage firm) are not subject to these reporting requirements.  However, it is not clear under current guidance whether rights to acquire Shares, such as RSUs ( i.e., as opposed to Shares you own), are eligible for this exception.  You are encouraged to consult your personal tax advisor to determine whether these FATCA reporting requirements apply to you as a result of your equity holdings in the Company, including the RSUs or Shares you acquire under the Plan.

 

URUGUAY

 

There are no country-specific provisions.

 

VIETNAM

 

Terms and Conditions

 

Form and Timing of Payment .  The following provision supplements Section 4 of this Agreement.

 

Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the RSUs (including any Dividend Equivalents).  Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares (including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.

 

Any cash payment received upon settlement of the RSUs (including any Dividend Equivalents) will be paid to you through local payroll in Vietnam. In no event will payments under the Plan be made to you into an account outside of Vietnam.

 

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Exhibit 10.34

 

BUNGE LIMITED

 

2016 EQUITY INCENTIVE PLAN

 

GLOBAL RESTRICTED STOCK UNIT AGREEMENT

 

1.                                       General.   Unless otherwise defined herein, the terms defined in the Bunge Limited 2016 Equity Incentive Plan (the “ Plan ”) shall have the same defined meanings in this Global Restricted Stock Unit Agreement and any terms and conditions applicable to the country included in the Country-Specific Appendix (if any) attached hereto as Exhibit A (the “ Appendix ”) (collectively, this “ Agreement ”).  The Plan, which is incorporated by reference, and this Agreement constitute the entire understanding and agreement between you and Bunge Limited (the “ Company ”) regarding the Restricted Stock Units (“ RSUs ”) specified in your account.

 

2.                                       Grant of RSUs .  Subject to the terms and conditions of the Plan and this Agreement, effective as of the date specified in your account (the “ Date of Grant ”), the Company grants you the number of RSUs specified in your account.  Each RSU is equivalent to one Share for purposes of determining the number of Shares subject to the RSU.

 

3.                                       Vesting of RSUs .  Subject to the terms and conditions of the Plan and this Agreement, the RSUs and related accrued Dividend Equivalents shall vest [        ] per year on each of the first [      ] anniversaries of the Date of Grant (the “ Vesting Date ”), provided that you remain continuously employed by the Company or a Subsidiary on the Vesting Date.

 

4.                                       Form and Timing of Payment.   Subject to the terms and conditions of the Plan and this Agreement, each vested RSU, plus related Dividend Equivalents, will be paid as soon as practical after the Vesting Date, but in no event later than sixty (60) days following the Vesting Date; provided, however, that you will not be permitted, directly or indirectly, to designate the taxable year of the distribution.

 

5.                                       Dividend Equivalents . If the Board declares a cash dividend on the Shares, you will be entitled to a Dividend Equivalent, to be credited to your account on the dividend payment date established by the Company, equal to the cash dividends payable on the same number of Shares as the number of unvested RSUs credited to your account on the dividend record date established by the Company.  Any Dividend Equivalent will be in the form of additional whole RSUs, will be subject to the same terms and Vesting Dates as the corresponding RSUs, and will be paid at the same time and in the same manner as the corresponding RSUs. The number of additional RSUs credited to your account on the dividend payment date (rounded down to the nearest whole RSU) will be determined by (x) multiplying the number of unvested RSUs as of the dividend record date (including any unvested RSUs previously credited to your account as a result of Dividend Equivalents) by (y) the quotient of the cash dividend to be paid per Share, divided by the Fair Market Value per Share on the dividend payment date.  Dividend Equivalents will vest at the same time as their corresponding RSUs and convert into the right to receive Shares only to the extent the underlying RSUs vest and become payable.

 

6.                                       Effect of Termination of Employment .

 

6.1                                Termination of Employment for Cause; Resignation for any Reason; Breach of Restrictive Covenant .  If your employment with the Company or a Subsidiary is terminated for Cause, you resign your employment with the Company or a Subsidiary for any reason, or you

 



 

breach any of the provisions set forth in Section 8 of this Agreement, any unvested RSUs (and related Dividend Equivalents), or vested RSUs (and related Dividend Equivalents) that have not yet been settled, will immediately be cancelled and forfeited without payment.

 

6.2                                Termination of Employment without Cause or on Account of Disability, death or Retirement .  If your employment with the Company or a Subsidiary is terminated without Cause or on account of death, Disability or Retirement (for purposes of this Agreement, defined as your termination of employment after attaining (i) age 65 or (ii) age 55 with ten (10) years of completed service with the Company or a Subsidiary), any unvested RSUs (and related Dividend Equivalents) will vest on a pro rata basis and will be payable as soon as practical following your termination of employment, provided that in no event will payment be made later than sixty (60) days following such termination.  The pro rata calculation will be determined by multiplying (x) the number of Shares subject to the RSU on the Date of Grant, by (y) a fraction, with a numerator equal to the number of days from the Date of Grant through the date of your termination of employment, and a denominator equal to the number of days from the Date of Grant through the Vesting Date.

 

6.3                                Termination of Employment without Cause following a Change of Control .  Unless specifically prohibited by the Plan or unless the Committee provides otherwise prior to a Change of Control, upon the occurrence of a Change of Control and a termination of your employment with the Company or a Subsidiary without Cause on or before the second anniversary of the occurrence of a Change of Control, any unvested RSUs (and related Dividend Equivalents) will vest in full and will be payable as soon as practical following your termination of employment, provided that in no event will payment be made later than sixty (60) days following such termination.

 

6.4                                Specified Employees .  For United States (“ U.S. ”) taxpayers, notwithstanding anything herein to the contrary, if you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), as determined under the Company’s established methodology for determining specified employees, at the time of your separation from service, any payment hereunder that provides for a “deferral of compensation” within the meaning of Section 409A shall not be paid or commence to be paid on any date prior to the first business day after the date that is six months following your separation from service; provided, however, that a payment delayed pursuant to this Section 6.4 shall commence earlier in the event of your death prior to the end of the six-month period.

 

7.                                       Tax Withholding .

 

7.1                                You acknowledge and agree the Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares to you until satisfactory arrangements (as determined by the Company) have been made for the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you, including, without limitation, in connection with the grant, vesting and settlement of the RSUs, the subsequent sale of Shares acquired upon settlement of the RSUs and the receipt of any Dividend Equivalents (“ Tax-Related Items ”) that the Company determines must be withheld.  If you are a non-U.S. employee, the method of payment of Tax-Related Items may be restricted by the Appendix.

 

7.2                                The Company has the right (but not the obligation) to satisfy any Tax-Related Items by (i) withholding from proceeds of the sale of Shares acquired upon the settlement of the RSUs

 

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through a sale arranged by the Company (on your behalf pursuant to this authorization without further consent), (ii) requiring you to pay cash, (iii) withholding from any wages or other cash compensation payable to you by the Company or your employer (the “ Employer ”), and/or (iv) reducing the number of Shares otherwise deliverable to you.  The Company will have discretion to determine the method of satisfying Tax-Related Items.  In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the aforementioned withholding methods.  Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash with no entitlement to the Share equivalent or if not refunded, you may seek a refund from the local tax authorities.   If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax -Related Items.

 

7.3                                If you are subject to taxation in more than one jurisdiction, you acknowledge that the Company and/or, if different, your current or former Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

 

7.4                                Regardless of any action of the Company or the Employer, you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer.  You further acknowledge that the Company and the Employer (x) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs; and (y) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result.

 

8.                                       Restricted Covenants .

 

8.1                                Confidentiality .  You acknowledge and agree with the Company that you shall not at any time, except in the performance of your obligations to the Company or with the prior written consent of the Company, directly or indirectly, reveal to any person, entity or other organization (other than the Company, its parent companies and subsidiaries (individually and as a group, the “ Bunge Group ”) or use for your own benefit any information deemed to be confidential by any member of the Bunge Group (“ Confidential Information ”) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Bunge Group, including, without limitation, any information concerning past, present or prospective customers, manufacturing processes, marketing data, financial or commercial information, business plans or other Confidential Information used by, or useful to, any member of the Bunge Group and known to you by reason of your employment by, shareholdings in or other association with any member of the Bunge Group.  You further agree that you shall retain all copies and extracts of any written Confidential Information acquired or developed by you during any such employment, shareholding or association in trust for the sole benefit of the Bunge Group and its successors and assigns.  You further agree that you shall not, without the prior written consent of the Company, remove or take from the Bunge Group’s premises (or, if previously removed or taken, you shall, at the Company’s request, promptly return) any written Confidential Information or any copies or extracts thereof.  Upon the request and at the expense of the Company, you shall promptly make all disclosures, execute all instruments and papers and perform all acts

 

3



 

reasonably necessary to vest and confirm in the Bunge Group, fully and completely, all rights created or contemplated by this Section 8.1.  The term “Confidential Information” shall not include information that is or becomes generally available to the public other than as a result of a disclosure by you, or at your direction.

 

8.2                                No Competing Employment.   You agree with the Company that, for so long as you are employed by the Bunge Group and continuing until the last day of the twelfth month following your termination of employment for any reason (such period to be referred to as the “ Restricted Period ”), you shall not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, corporation or other business organization, engage in a business competitive to that of the Bunge Group; provided, however , that nothing herein shall limit your right to own not more than 5% of any of the debt or equity securities of any business organization that is then filing reports with the U.S. Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act.  The Restricted Period shall be extended by the length of any period during which you are in breach of any of the terms of this Section 8.

 

8.3                                Restrictions on Solicitation .  During the Restricted Period, you agree with the Company that you shall not in any way, directly or indirectly (except in the course of your employment with the Company), (x) call upon, solicit, advise or otherwise do, or attempt to do, business with any person who is, or was, during the then most recent 12-month period, a customer of any member of the Bunge Group (or any other entity that you know is a potential customer with respect to specific products of the Bunge Group and with which you have had contact during the period of your employment with the Bunge Group), for purposes of competing with the Bunge Group, (y) take away or interfere or attempt to take away or interfere with any custom, trade or business of any member of the Bunge Group, or (z) interfere with or attempt to interfere with any person who is, or was during the then most recent 12-month period, an employee, officer, representative or agent of any member of the Bunge Group, or hire, solicit, induce or attempt to solicit or induce any of them to terminate their service with any member of the Bunge Group or violate the terms of their contracts or any employment arrangements, with any member of the Bunge Group.  The Restricted Period shall be extended by the length of any period during which you are in breach of any of the terms of this Section 8.

 

8.4                                Application of Covenants .  The activities described in this Section 8 shall be prohibited regardless of whether undertaken by you in an individual or representative capacity, and regardless of whether performed for your own account or for the account of any other individual, partnership, firm, corporation or other business organization (other than the Company).

 

8.5                                Injunctive Relief .  Without limiting the remedies available to the Company, you acknowledge that a breach of any of the covenants contained in this Section 8 may result in irreparable injury to the Company for which there is no adequate remedy at law, that it shall not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction restraining you from engaging in activities prohibited by this Section 8 or such other relief as may be required to specifically enforce any of the covenants in this Section 8.

 

9.                                       Acknowledgements and Agreements .  You agree, accept and acknowledge the following:

 

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(a)                                  THE RSUS AND THIS AGREEMENT DO NOT CREATE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR ANY PERIOD, AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE RIGHT OF THE COMPANY OR THE EMPLOYER TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

 

(b)                                  The delivery of the Plan, this Agreement, the Plan’s prospectus and any reports of the Company provided generally to the Company’s shareholders, may be made by electronic delivery.  Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.  By electronically accepting this Agreement, you agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.”

 

(c)                                   All decisions or interpretations of the Committee or the Company regarding the Plan, this Agreement and the RSUs shall be binding, conclusive and final on you and all other interested persons.

 

(d)                                  The Plan is established voluntarily by the Company, it is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.

 

(e)                                   The grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past.

 

(f)                                    All decisions regarding future Awards, if any, will be at the discretion of the Company.

 

(g)                                   You are voluntarily participating in the Plan.

 

(h)                                  The RSUs and any underlying Shares, and the income from and value of same, are not intended to replace any pension rights or compensation.

 

(i)                                      The RSUs and any underlying Shares, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments.

 

(j)                                     Unless otherwise agreed with the Company in writing, the RSUs and any underlying Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary.

 

(k)                                  The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty.

 

(l)                                      For purposes of the RSUs, your employment will be considered terminated as of the date you cease to actively provide services to the Company, the Employer or any member of the Bunge Group (regardless of the reason for such termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any).  The Committee shall have the exclusive discretion to determine when

 

5



 

you are no longer actively providing services for the purpose of your RSU grant (including whether you may still be considered to be providing services while on a leave of absence).

 

(m)                              Unless otherwise expressly provided in this Agreement or determined by the Company, any right to vest in the RSUs will terminate as of the date described in the previous paragraph and will not be extended by any notice period ( e.g., your period of service would not include any contractual notice period, period of pay in lieu of such notice, any period of “garden leave” or similar period mandated under applicable law).

 

(n)                                  No claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any.

 

(o)                                  The following provisions apply if you are providing services outside the U.S.:

 

(i).                                   The RSUs and any underlying Shares, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose.

 

(ii).                                None of the Company, the Employer, or any member of the Bunge Group will be liable for any foreign exchange rate fluctuation between your local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

 

10.                                No Advice Regarding Grant .  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares.

 

11.                                Compensation Recovery Policy .  The RSUs are subject to the terms of any compensation recovery policy or policies established by the Company as may be amended from time to time (“ Compensation Recovery Policy ”).  The Company hereby incorporates into this Agreement the terms of the Compensation Recovery Policy.

 

12.                                Section 409A Compliance.   This Section 12 may not apply if you are not a U.S. taxpayer.  The RSUs are intended to comply with Section 409A or an exemption thereunder, and, accordingly, to the maximum extent permitted, the RSUs and this Agreement shall be interpreted and administered in compliance therewith.  Notwithstanding any other provision of this Agreement, payments provided pursuant to this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption.  Any payments pursuant to this Agreement that may be excluded from Section 409A as a short-term deferral shall be excluded from Section 409A to the maximum extent possible.  To the extent that any provision of this Agreement would cause a conflict with the requirements of Section 409A or would cause the administration of the RSUs to fail to satisfy Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law.  Nothing herein shall be construed as a guarantee of any particular tax treatment.  The Company makes no representation that this Agreement or the RSUs comply with Section 409A and in no event shall the Company be liable for the payment of any taxes and penalties that you may incur under Section 409A.

 

13.                                Rights as Shareholder .  Neither you nor any person claiming under or through you will have any of the rights or privileges of a shareholder of the Company in respect of any Shares deliverable hereunder

 

6



 

unless and until Shares have been issued and recorded on the records of the Company or its transfer agents or registrars.

 

14.                                Appendix .  If applicable, the RSUs are subject to any additional terms and conditions for the country set forth in the Appendix.  If you relocate to another country, the terms and conditions for that country (if any) will apply to you to the extent the Company determines that applying such terms and conditions are necessary or advisable for legal or administrative reasons.

 

15.                                Language .  If you have received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different from the English version, the English version will control.

 

16.                                Notices.   Any notice to be given under this Agreement to the Company will be addressed to: Bunge Limited, 50 Main Street, 6th Floor, White Plains, New York 10606, Attention:  Chief Human Resources Officer.  Any notice to be given under this Agreement to you will be provided to the physical or electronic mail address maintained in the Company’s records; or in either case, at such other address as the Company or you, as the case may be, may hereafter designate in writing.

 

17.                                Governing Law; Venue.   To the extent not preempted by federal law, the RSUs and this Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions.  The parties agree that any legal action, suit or proceeding arising from or related to this Agreement shall be instituted exclusively in the state courts of New York located in New York County or in the federal courts for the United States for the Southern District of New York and no other courts.  The parties consent to the personal jurisdiction of such courts over them, waive all objections to the contrary, and waive any and all objections to the exclusive location of legal proceedings in New York County or in the federal courts for the U.S. for the Southern District of New York.

 

18.                                RSUs Not Transferable .  The RSUs and the rights and privileges conferred by the RSUs may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or by the laws of descent or distribution.  The terms of the Plan and this Agreement shall be binding upon your executors, administrators, heirs, successors and assigns.

 

19.                                Additional Conditions to Issuance of Stock .  If at any time the Company determines, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any foreign, state, federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to you (or your estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company.

 

20.                                Imposition of Other Requirements .  The Company reserves the right to impose other requirements on your participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

 

21.                                I nsider-Trading/Market-Abuse Laws .  You acknowledge that, depending on your country, you may be subject to insider-trading restrictions and/or market-abuse laws, which may affect your ability to acquire or sell Shares acquired under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country).  Any restrictions under

 

7



 

these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider-trading policy.  You are responsible for complying with any applicable restrictions and are encouraged to speak to your personal legal advisor for further details regarding any applicable insider-trading and/or market-abuse laws in your country.

 

22.                                Foreign Asset/Account Reporting Requirements; Exchange Controls .  You acknowledge that your country may have certain foreign asset and/or foreign account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan) in a brokerage or bank account outside your country.  You may be required to report such accounts, assets or transactions to the tax or other authorities in your country.  You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker within a certain time after receipt.  You acknowledge that it is your responsibility to be compliant with such regulations and are encouraged to consult your personal legal advisor for any details.

 

23.                                Severability.   In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

 

24.                                Modifications to this Agreement .  Amendments or modifications to this Agreement that adversely affect the RSUs in any material way may only be made with your written consent.   Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its discretion and without your consent, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to the RSUs, or to comply with other applicable laws.

 

25.                                Waiver .  You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach of this Agreement.

 

26.                                Data Privacy .

 

26.1                         You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other grant materials by and among, as applicable, the Company, the Employer, and any member of the Bunge Group for the exclusive purpose of implementing, administering and managing your participation in the Plan .

 

26.2                         You understand that the Company, the Employer and members of the Bunge Group may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, residency, status, job title, any shares of stock or directorships held in the Company, the Employer, or the Bunge Group, details of the RSUs or any other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (collectively “ Data ”), for the exclusive purpose of implementing, administering and managing the Plan.

 

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26.3                         You understand that Data will be transferred to the Company, the Employer, any member of the Bunge Group, or one or more stock plan service providers as may be selected by the Company from time to time, which is assisting the Company with the implementation, administration and management of the Plan.  You understand that the recipients of the Data may be located in the U.S. or elsewhere, and that the recipient’s country of operation (e.g., the U.S.) may have different data privacy laws and protections than your country.  You understand that if you reside outside the U.S., you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative.  You authorize the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing your participation in the Plan.  You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan.  You understand that if you reside outside the U.S., you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis.  If you do not consent, or if you later seek to revoke your consent, your engagement as an employee and career with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant RSUs or other equity awards to you or administer or maintain such awards.  Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

 

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EXHIBIT A

 

BUNGE LIMITED

 

2016 EQUITY INCENTIVE PLAN

 

GLOBAL RESTRICTED STOCK UNIT AGREEMENT

 

TERMS AND CONDITIONS

 

This Appendix, which is part of the Agreement, includes additional or different terms and conditions that govern the RSUs and that will apply to you if you are in one of the countries listed below.  Unless otherwise defined herein, capitalized terms set forth in this Appendix shall have the meanings ascribed to them in the Plan or the Global Restricted Stock Unit Agreement, as applicable.

 

If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, are considered a resident of another country for local law purposes or transfer residency between countries after the Date of Grant, the Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply to you under these circumstances.

 

NOTIFICATIONS

 

This Appendix also includes information regarding securities, exchange control and certain other issues of which you should be aware with respect to your participation in the Plan.  The information is based on the securities, exchange control and other laws in effect in the respective countries as of June 2016.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that you not rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan because such information may be outdated when you vest in this Award and/or sell any Shares acquired at vesting.

 

In addition, the information contained herein is general in nature and may not apply to your particular situation.  As a result, the Company is not in a position to assure you of any particular result.  You, therefore, are encouraged to seek appropriate professional advice as to how the relevant laws in your country may apply to your particular situation.

 

Finally, if you are a citizen or resident of a country other than that in which you are currently working and/or residing, are considered a resident of another country for local law purposes or transfer residency to a different country after the Date of Grant, the information contained herein may not apply in the same manner to you.

 

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ARGENTINA

 

Notifications

 

Securities Law Information .  Nether the RSUs nor the Shares subject to the RSUs are publicly offered or listed on any stock exchange in Argentina.  The offer is private and not subject to the supervision of any Argentine governmental authority.

 

Foreign Asset/Account Reporting Information .  If you hold Shares (acquired upon settlement of the RSUs, any Dividend Equivalents or otherwise) as of December 31, you are required to report certain information regarding the Shares on your annual tax return.  In addition, when you acquire, sell, transfer or otherwise dispose of Shares, you must register the transaction with the Federal Tax Administration.

 

AUSTRALIA

 

Notifications

 

Australian Offer Document .  The offer of RSUs (including the Dividend Equivalents) is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000.  Additional details are set forth in the Offer Document, which will be provided to you with this Agreement.

 

Tax Information .  The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (the “ Act ”) (subject to the conditions in the Act).

 

BELGIUM

 

Notifications

 

Foreign Asset/Account Reporting Information .  You are required to report any securities ( e.g., Shares acquired under the Plan) or bank accounts (including brokerage accounts) held outside of Belgium on your annual tax return.  You are also required to complete a separate report providing the National Bank of Belgium with details regarding any such account, including the account number, the name of the bank in which such account is held and the country in which such account is located.

 

BRAZIL

 

Terms and Conditions

 

Nature of Grant .  The following provision supplements Section 9 of this Agreement:

 

In accepting the RSUs, you acknowledge, understand and agree that (i) you are making an investment decision, (ii) you will be entitled to vest in, and receive Shares pursuant to, the RSUs (including any Dividend Equivalents) only if the vesting conditions are met and any necessary services are rendered by you between the Date of Grant and the Vesting Date, and (iii) the value of the underlying Shares is not fixed and may increase or decrease without compensation to you.

 

Compliance with Law .  In accepting the RSUs, you agree to comply with all applicable Brazilian laws and report and pay any and all applicable Tax-Related Items associated with the vesting and settlement of the RSUs (including any Dividend Equivalents), the sale of any Shares acquired under the Plan, and the receipt of any dividends.

 

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Notifications

 

Foreign Asset/Account Reporting Information .  If you are a resident or domiciled in Brazil, you will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000.  The assets and rights that must be reported include Shares acquired under the Plan.

 

Tax on Financial Transaction (“IOF”) .  Cross-border financial transactions relating to the RSUs (including any Dividend Equivalents) may be subject to the IOF (tax on financial transactions).  You are encouraged to consult with your personal tax advisor for additional details.

 

CANADA

 

Terms and Conditions

 

Form and Timing of Payment .  The following provision supplements Section 4 of this Agreement:

 

Notwithstanding anything to the contrary in the Agreement or Section 5.4 of the Plan, the RSUs (including any Dividend Equivalents) will be settled in Shares only, not cash.

 

Forfeiture upon Termination of Services .  The following provision replaces Section 9(l) of this Agreement:

 

(l) For purposes of the RSUs (including any Dividend Equivalents), your employer-employee or service relationship will be considered terminated as of the date that is the earlier of: (i) the date of termination of employment, (ii) the date you receive notice of termination from the Employer, or (iii) the date you are no longer actively providing services (regardless of the reason for such termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any).  The Committee shall have the exclusive discretion to determine when you are no longer actively providing services for the purpose of your RSU grant (including whether you may still be considered to be providing services while on a leave of absence).

 

The following provisions will apply if you are a resident of Quebec:

 

Language Consent .  The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

 

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention («  Agreement  »), ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

 

Data Privacy .  The following provision supplements Section 26 of this Agreement:

 

You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan.  You further authorize the Company, the Employer, its other Subsidiaries and the Committee to disclose and discuss the Plan with their advisors.  You further authorize the Company, the Employer and any other Subsidiary to record such information and to keep such information in your employee file.

 

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Notifications

 

Securities Law Information .  You are permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, if any, provided the sale of the Shares acquired under Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed ( i.e. , the New York Stock Exchange).

 

Foreign Asset/Account Reporting Information .  If you are a Canadian resident, you must report annually on Form T1135 (Foreign Income Verification Statement) the foreign property (including Shares acquired under the Plan) you hold if the total cost of such foreign property exceeds C$100,000 at any time during the year.  Unvested RSUs (including any Dividend Equivalents) also must be reported (generally at nil cost) on Form T1135 if the C$100,000 threshold is exceeded due to other foreign property you hold.  If Shares are acquired, their cost generally is the adjusted cost base (“ ACB ”) of the Shares.  The ACB would normally equal the fair market value of the Shares at vesting, but if you own other shares, this ACB may have to be averaged with the ACB of the other shares.  The Form T1135 must be filed at the same time you file your annual tax return.  You should consult your personal legal advisor to ensure compliance with applicable reporting obligations.

 

CHINA

 

Terms and Conditions

 

Form and Timing of Payment .  The following provision supplements Section 4 of this Agreement.

 

Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the RSUs (including any Dividend Equivalents).  Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares (including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.

 

Any cash payment received upon settlement of the RSUs (including any Dividend Equivalents) will be paid to you through local payroll in China. In no event will payments under the Plan be made to you into an account outside of China.

 

COLOMBIA

 

Terms and Conditions

 

Labor Law Acknowledgement .  You acknowledge that pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do not constitute a component of “salary” for any purposes.  Therefore, the RSUs and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance contributions and/or any other labor-related amount which may be payable.

 

Securities Law Information .  The Shares are not and will not be registered in the Colombian registry of publicly traded securities ( Registro Nacional de Valores y Emisores ).  Therefore, the Shares may not be offered to the public in Colombia.  Nothing in this document should be construed as the making of a public offer of securities in Colombia.

 

Notifications

 

Exchange Control Information .  Investment in assets located abroad (such as Shares acquired under the Plan) does not require prior approval.  However, if the value of your aggregate investments held abroad,

 

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including Shares, as of December 31 of the applicable calendar year equals or exceeds US$500,000, these investments must be registered with the Central Bank ( Banco de la Republica ).  Upon the sale or disposition of the investments, you may either choose to keep the resulting sums abroad or to repatriate them to Colombia. If you choose to repatriate funds to Colombia and you have not registered the investment with the Central Bank, you will need to file Form No. 5 with the Central Bank upon conversion of funds into local currency, which should be duly completed to reflect the nature of the transaction. If you have registered the investment with the Central Bank, then you will need to file Form No. 4 with the Central Bank upon conversion of funds into local currency, which should be duly completed to reflect the nature of the transaction.  If you immediately sell the Shares acquired upon vesting of the RSUs, no registration is required since no Shares will be held abroad.  You are advised to consult with a personal advisor to ensure you comply with the applicable reporting obligations.

 

FINLAND

 

There are no country-specific provisions.

 

FRANCE

 

Terms and Conditions

 

Language .  By accepting the grant, you confirm having read and understood the Plan and Agreement which were provided in the English language.  You accept the terms of these documents accordingly.

 

En acceptant l’attribution, vous confirmez avoir lu et compris le Plan et le Contrat, qui ont été communiqués en langue anglaise. Vous acceptez les termes de ces documents en connaissance de cause.

 

Notifications

 

Tax Information .  The RSUs (including any Dividend Equivalents) are not intended to be French tax-qualified awards.

 

Foreign Asset/Account Reporting Information .  French residents must report all foreign bank and brokerage accounts on an annual basis (including accounts opened or closed during the tax year) on a specific form together with the income tax return.  Failure to comply could trigger significant penalties.

 

GERMANY

 

There are no country-specific provisions.

 

HUNGARY

 

There are no country-specific provisions.

 

INDIA

 

Notifications

 

Exchange Control Information .  You are required to repatriate any proceeds from the sale of Shares acquired under the Plan to India within 90 days of receipt and any dividends within 180 days of receipt.  You must obtain a foreign inward remittance certificate (“ FIRC ”) from the bank where you deposit the foreign currency and should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation.  You are responsible for complying with applicable exchange control laws in India.

 

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Because exchange control restrictions in India change frequently, you are advised to consult with your personal advisor before taking any action under the Plan.

 

Foreign Asset/Account Reporting Information .  You are required to declare any foreign bank accounts and any foreign financial assets (including Shares held outside India) in your annual tax return.  You are solely responsible for complying with this reporting obligation and are encouraged to consult with your personal tax advisor in this regard.

 

ITALY

 

Terms and Conditions

 

Data Privacy .  The following provisions replace Section 26 of this Agreement in its entirety:

 

You understand that the Company, the Employer and any other Subsidiary may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company or any Subsidiary, details of all RSUs, or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“ Data ”), for the exclusive purpose of implementing, managing and administering the Plan.

 

You also understand that providing the Company with Data is necessary for the performance of the Plan and that your refusal to provide Data would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the Plan.  The controller of personal data processing is Bunge Limited with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A., and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is Bunge Italia Spa., with registered offices at Via Baiona, 203 -  48123 Ravenna, Italy.

 

You understand that Data will not be publicized.  You understand that Data may also be transferred to the independent registered public accounting firm engaged by the Company.  You further understand that the Company and/or its Subsidiaries, will transfer Data among themselves as necessary for the purpose of implementing, administering and managing your participation in the Plan, and that the Company and its Subsidiaries may each further transfer Data to banks, other financial institutions, brokers or other third parties assisting the Company in the implementation, administration, and management of the Plan, including any requisite transfer of Data to a broker or other third party with whom you may elect to deposit any Shares acquired at vesting of the RSUs (including any Dividend Equivalents).  Such recipients may receive, possess, process, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing your participation in the Plan.  You understand that these recipients may be located in or outside the European Economic Area, such as in the U.S. or elsewhere. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with the management and administration of the Plan.

 

You understand that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions, as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

 

The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not

 

15



 

require your consent thereto, as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the Plan.  You understand that, pursuant to Section 7 of the Legislative Decree no. 196/2003, you have the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing.

 

Furthermore, you are aware that Data will not be used for direct-marketing purposes.  In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting your local human resources representative.

 

Plan Document Acknowledgement .  You acknowledge that you have read and specifically and expressly approve, without limitation, the following sections of this Agreement:  Sections 6, 7, 8, 9, 11, 15, 17, 20 and the Data Privacy provisions include in this Appendix.

 

Notifications

 

Foreign Asset/Account Reporting Information .  If at any time during the fiscal year you hold foreign financial assets (including cash and Shares) which may generate income taxable in Italy, you are required to report these assets on your annual tax return (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due.  These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.

 

Foreign Asset Tax Information .  The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset tax.  Financial assets include Shares acquired under the Plan.  The taxable amount will be the fair market value of the financial assets assessed at the end of the calendar year.  You are encouraged to consult with your personal tax advisor about the foreign financial assets tax.

 

MEXICO

 

Terms and Conditions

 

Acknowledgement of the Agreement .    In accepting the Award granted hereunder, you acknowledge that you have received a copy of the Plan, have reviewed the Plan and this Agreement in their entirety and fully understand and accept all provisions of the Plan and this Agreement.  You further acknowledge that you have read and specifically and expressly approve the terms and conditions of Section 9 of this Agreement, in which the following is clearly described and established:

 

(1)                                  Your participation in the Plan does not constitute an acquired right.

 

(2)                                  The Plan and your participation in the Plan are offered by the Company on a wholly discretionary basis.

 

(3)                                  Your participation in the Plan is voluntary.

 

(4)                                  The Company and the Bunge Group are not responsible for any decrease in the value of the RSUs granted and/or Shares issued under the Plan.

 

Labor Law Acknowledgement and Policy Statement .  In accepting any Award granted hereunder, you expressly recognize that the Company, with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A. is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of Shares do not constitute an employment relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and your sole employer is Servicios Bunge, S.A. de C.V.  or  Servicios Molinos Bunge de México, S.A. de C.V., as applicable,

 

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(“ Bunge-Mexico ”).  Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and the Employer, Bunge-Mexico, and do not form part of the employment conditions and/or benefits provided by Bunge-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

 

You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation in the Plan at any time without any liability to you.

 

Finally, you hereby declare that you do not reserve to yourself any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad release to the Company, its Subsidiaries, shareholders, officers, agents or legal representatives with respect to any claim that may arise.

 

Spanish Translation

 

Reconocimiento del Otorgamiento .  Al aceptar cualquier Otorgamiento bajo de este documento, usted reconoce que ha recibido una copia del Plan, que ha revisado el Plan y el Acuerdo en su totalidad, además y que comprende y está de acuerdo con todas las disposiciones del Plan y del Acuerdo.  Asimismo, usted reconoce que ha leído y manifiesta específicamente y expresamente que aprueba de los términos y las condiciones establecidos en la Sección 9 del Acuerdo, en los que se establece y describe claramente que:

 

(1)                                  Su participación en el Plan no constituye un derecho adquirido.

 

(2)                                  El Plan y su participación en el mismo son ofrecidos por la Compañía de forma completamente discrecional.

 

(3)                                  Su participación en el Plan es voluntaria.

 

(4)                                  La Compañía y sus filiales (el “Bunge Group”) no son responsables de ninguna disminución en el valor de las Acciones Restringidas (“RSUs,” por sus siglas en Inglés) o de las Acciones emitidas mediante el Plan.

 

Reconocimiento de la Ley Laboral y Declaración de Política .  Al aceptar cualquier Otorgamiento bajo este documento, usted reconoce expresamente que la Compañía, con oficinas registradas y localizadas en 50 Main Street, White Plains, New York, 10606, U.S.A., es la única responsable por la administración del Plan y que su participación en el mismo y la adquisición de Acciones no constituyen de ninguna manera una relación laboral entre usted y la Compañía, debido a que su participación en el Plan es únicamente una relación comercial y su único empleador es Servicios Bunge, S.A. de C.V.  o  Servicios Molinos Bunge de México, S.A. de C.V., como sea aplicable (“ Bunge-M é xico ”).  Derivado de lo anterior, usted reconoce expresamente que el Plan y los beneficios a su favor que pudieran derivar de la participación en el mismo no establecen ningún derecho entre usted y el Empleador, Bunge-México, y no forman parte de las condiciones laborales y/o los beneficios otorgados por Bunge-México, y cualquier modificación del Plan o la terminación del mismo no constituirá un cambio o desmejora de los términos y las condiciones de su trabajo.

 

Asimismo, usted entiende que su participación en el Plan se ha resultado de la decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o descontinuar su participación en el Plan en cualquier momento y sin ninguna responsabilidad para usted.

 

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Finalmente, usted manifiesta que no se reserva ninguna acción o derecho que origine una demanda en contra de la Compañía por cualquier compensación o daños y perjuicios en relación con cualquier disposición del Plan o de los beneficios derivados del mismo, y en consecuencia usted exime amplia y completamente a la Compañía de toda responsabilidad, como así también a sus Filiales, accionistas, directores, agentes o representantes legales con respecto a cualquier demanda que pudiera surgir.

 

NETHERLANDS

 

There are no country-specific provisions.

 

PARAGUAY

 

There are no country-specific provisions.

 

PHILIPPINES

 

Notifications

 

Securities Law Information .  You are permitted to dispose or sell Shares acquired under the Plan provided the offer and resale of the Shares takes place outside the Philippines through the facilities of a stock exchange on which the Shares are listed.  The Shares are currently listed on the New York Stock Exchange in the U.S.

 

POLAND

 

Notifications

 

Exchange Control Information .  If you hold foreign securities (including Shares) and maintain accounts abroad, you will be required to file certain reports with the National Bank of Poland on the transactions and balances of the securities and cash deposited in such accounts if the value of such transactions or balances exceeds PLN 7,000,000 in the aggregate.  If required, you must file reports on the transactions and balances of the accounts on a quarterly basis on special forms available on the website of the National Bank of Poland.

 

In addition, if you transfer funds in excess of €15,000 into Poland in connection with the sale of Shares under the Plan, the funds must be transferred via a bank account held at a bank in Poland.  You are required to retain the documents connected with a foreign exchange transaction for a period of five years, as measured from the end of the year in which such transaction occurred.

 

ROMANIA

 

Notifications

 

Exchange Control Information .  If you deposit the proceeds from the sale of Shares issued to you at vesting and settlement of the RSUs (including any Dividend Equivalents) in a bank account in Romania, you may be required to provide the Romanian bank with appropriate documentation explaining the source of the funds.  You should consult your personal advisor to determine whether you will be required to submit such documentation to the Romanian bank.

 

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RUSSIA

 

Terms and Conditions

 

U.S. Transaction and Sale Restrictions .  You understand that your acceptance of the RSUs results in a contract between you and the Company that is completed in the U.S. and that this Agreement is governed by the laws of the State of New York, without giving effect to the conflict of laws principles thereof.  Further, any Shares to be issued to you upon vesting and settlement of the Award shall be delivered to you through a bank or brokerage account in the U.S.  You are not permitted to sell the Shares directly to other Russian legal entities or residents.

 

Securities Law Requirements .  Any RSUs granted hereunder, this Agreement, the Plan and all other materials you may receive regarding your participation in the Plan or any RSUs granted hereunder do not constitute advertising or an offering of securities in Russia.  The issuance of Shares under the Plan has not and will not be registered in Russia; therefore, Shares may not be offered or placed in public circulation in Russia.

 

In no event will Shares acquired under the Plan be delivered to you in Russia; all Shares will be maintained on your behalf in the U.S.

 

Exchange Control Requirements .  You understand and agree that, pursuant to Russian exchange control requirements, you will be required to repatriate to Russia the cash proceeds from the sale of the Shares issued to you upon settlement of the RSUs and from the receipt of any Dividend Equivalents paid on such Shares, unless such proceeds will be paid into and held in your brokerage account in the U.S., for example, for reinvestment purposes.  As an express statutory exception to this requirement, cash dividends (but not Dividend Equivalents) paid on Shares can be paid directly into a foreign bank or brokerage account opened with a foreign bank located in Organisation for Economic Co-operation and Development (“ OECD ”) or Financial Action Task Force (“ FATF ”) countries, without first remitting them to a bank account in Russia.  Other statutory exceptions may apply, and you should consult with your personal legal advisor in this regard.

 

You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in Russia.  Without limiting the generality of the foregoing, you acknowledge that the Company reserves the right, in its sole discretion depending on developments in Russian exchange control laws and regulations, to force the immediate sale of any Shares to be issued upon vesting of the RSUs.  You further agree that, if applicable, the Company is authorized to instruct Morgan Stanley Smith Barney LLC (or such other broker as may be designated by the Company) to assist with the mandatory sale of such Shares (on your behalf pursuant to this authorization) and you expressly authorize Morgan Stanley Smith Barney LLC (or such other broker as may be designated by the Company) to complete the sale of such Shares.  You further acknowledge that Morgan Stanley Smith Barney LLC (or such other broker as may be designated by the Company) is under no obligation to arrange for the sale of the Shares at any particular trading price.  Upon the sale of Shares, you will receive the cash proceeds from the sale of Shares, less any brokerage fees or commissions and subject to your obligations in connection with the Tax-Related Items.

 

You are strongly encouraged to contact your personal advisor to confirm the applicable Russian exchange control rules because significant penalties may apply in the case of non-compliance and because exchange control requirements may change.

 

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Labor Law Acknowledgement .  You acknowledge that if you continue to hold Shares acquired under the Plan after an involuntary termination of your employment, you will not be eligible to receive unemployment benefits in Russia.

 

Notifications

 

Foreign Asset/Account Reporting Information .    Russian residents are required to notify Russian tax authorities within one (1) month of opening, closing or changing the details of a foreign account.  Russian residents also are required to report (i) the beginning and ending balances in such a foreign bank account each year and (ii) transactions related to such a foreign account during the year to the Russian tax authorities, on or before June 1 of the following year.  The tax authorities can require you to provide appropriate supporting documents related to transactions in a foreign bank account.  You are encouraged to contact your personal advisor before remitting your proceeds from participation in the Plan to Russia as exchange control requirements may change.

 

Anti-Corruption Legislation Information .  Individuals holding public office in Russia, as well as their spouses and dependent children, may be prohibited from opening or maintaining a foreign brokerage or bank account and holding any securities, whether acquired directly or indirectly, in a foreign company (including Shares acquired under the Plan).  You should consult with your personal legal advisor to determine whether this restriction applies to your circumstances.

 

SINGAPORE

 

Terms and Conditions

 

Restriction on Sale and Transferability .  You hereby agree that any Shares acquired pursuant to the RSUs will not be offered for sale in Singapore prior to the six-month anniversary of the Date of Grant, unless such sale or offer is made pursuant to one or more exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“ SFA ” ).

 

Notifications

 

Securities Law Information .  The grant of the RSUs is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA, on which basis it is exempt from the prospectus and registration requirements under the SFA, and is not made with a view to the RSUs being subsequently offered for sale to any other party.  The Plan has not and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.

 

Chief Executive Officer and Director Notification Requirement .  The Chief Executive Officer (“ CEO ”) and the directors, associate directors and shadow directors of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act.  The CEO, directors, associate directors and shadow directors must notify the Singapore Subsidiary in writing of an interest ( e.g., RSUs, Shares, etc.) in the Company or any related company within two (2) business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest ( e.g., when the Shares are sold), or (iii) becoming the CEO or a director, associate director or shadow director.

 

SOUTH AFRICA

 

Terms and Conditions

 

Tax Withholding .  The following provision supplements Section 7 of this Agreement:

 

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By accepting the RSUs, you agree that, immediately upon vesting and settlement of the RSUs, you will notify your Employer of the amount of any gain realized.  If you fail to advise the Employer of the gain realized upon vesting and settlement, you may be liable for a fine.  You will be solely responsible for paying any difference between your actual tax liability and the amount withheld by the Employer.

 

Notifications

 

Exchange Control Information .  Because no transfer of funds from South Africa is required under the RSUs, no filing or reporting requirements should apply when the RSUs are granted or when Shares are issued upon vesting and settlement of the RSUs.  However, because the exchange control regulations are subject to change, you should consult your personal advisor prior to vesting and settlement of the RSUs to ensure compliance with current regulations.  You are responsible for ensuring compliance with all exchange control laws in South Africa.

 

SPAIN

 

Terms and Conditions

 

Labor Law Acknowledgement .  The following provision supplements Section 9 of this Agreement:

 

By accepting the RSUs granted hereunder, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan.

 

You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant RSUs under the Plan to individuals who may be members of the Board or Employees throughout the world.  The decision is a limited decision, which is entered into upon the express assumption and condition that any RSUs granted will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis, other than as expressly set forth in this Agreement.  Consequently, you understand that the RSUs granted hereunder are given on the assumption and condition that they shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever.  Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of RSUs since the future value of the RSUs and the underlying Shares is unknown and unpredictable.  In addition, you understand that any RSUs granted hereunder would not be made but for the assumptions and conditions referred to above; thus, you understand, acknowledge and freely accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of RSUs or right to RSUs shall be null and void.

 

Further, the vesting of the RSUs is expressly conditioned on your continued and active rendering of service, such that if your employment terminates for any reason whatsoever, the RSUs may cease vesting immediately, in whole or in part, effective on the date of your termination of employment (unless otherwise specifically provided in Section 6 of the Agreement).  This will be the case, for example, even if (i) you are considered to be unfairly dismissed without good cause ( i.e., subject to a “ despido improcedente ”); (ii) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (iii) you terminate service due to a change of work location, duties or any other employment or contractual condition; (iv) you terminate service due to a unilateral breach of contract by the Company or a Subsidiary; or (v) your employment terminates for any other reason whatsoever.  Consequently, upon termination of your employment for any of the above reasons, you may automatically lose any rights to RSUs that were not vested on the date of your termination of employment, as described in the Plan and this Agreement.

 

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Finally, you acknowledge that you have read and specifically accept the conditions referred to in Section 6 of this Agreement.

 

Notifications

 

Securities Law Information .  No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory regarding the RSUs.  No public offering prospectus has been, nor will it be, registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission) (“ CNMV ”).  Neither the Plan nor this Agreement constitute a public offering prospectus and neither has been, nor will either be, registered with the CNMV.

 

Exchange Control Information .  To participate in the Plan, you must comply with exchange control regulations in Spain.  You are required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Shares held in such accounts, depending on the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year.

 

You also must declare any Shares that are acquired under the Plan to the Dirección General de Comercio e Inversiones of the Ministry of Industry, Tourism and Commerce (the “ DGCI ”).  After the initial declaration, the declaration must be filed with the DGCI on a Form D-6 on an annual basis each January while the Shares are owned.  However, if the value of the Shares acquired under the Plan or the amount of the sale proceeds exceeds €1,502,530, the declaration must be filed within one month of the acquisition or sale, as applicable.

 

Foreign Asset/Account Reporting Information .  If you hold rights or assets ( e.g., Shares or cash held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset ( e.g., Shares, cash, etc.) as of December 31, you are required to report certain information regarding such rights and assets on tax form 720. After such rights and/or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 or you sell or otherwise dispose of previously-reported rights or assets.  The reporting must be completed by the following March 31.

 

SWITZERLAND

 

Notifications

 

Sec urities Law Information .  The Awards are not intended to be publicly offered in or from Switzerland.  Because this is a private offering in Switzerland, the RSUs are not subject to registration in Switzerland.  Neither this document nor any other materials relating to the RSUs constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations.  Finally, neither this document nor any other materials relating to the RSUs may be publicly distributed nor otherwise made publicly available in Switzerland.

 

TURKEY

 

Notifications

 

Securities Law Information .  The RSUs are made available only to Employees and the offer of participation in the Plan is a private offering.  The grant of RSUs and the issuance of Shares at vesting take place outside of Turkey.  Furthermore, the sale of Shares acquired under the Plan is not permitted within Turkey.  The Shares are currently traded on the New York Stock Exchange in the U.S. under the ticker symbol “BG” and Shares may be sold on this exchange.

 

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Financial Intermediary Information .  Pursuant to Decree No. 32 on the Protection of the Value of the Turkish Currency (“ Decree 32 ”) and Communiqué No. 2008-32/34 on Decree No. 32, any activity related to investments in foreign securities ( e.g., the sale of Shares acquired under the Plan) must be conducted through a bank or financial intermediary institution licensed by the Turkish Capital Markets Board and should be reported to the Turkish Capital Markets Board.  You are solely responsible for complying with this requirement and should contact your personal legal advisor for further information regarding your obligations in this respect.

 

UKRAINE

 

Terms and Conditions

 

Form and Timing of Payment .  The following provision supplements Section 4 of this Agreement.

 

Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the RSUs (including any Dividend Equivalents).  Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares (including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.

 

Any cash payment received upon settlement of the RSUs (including any Dividend Equivalents) will be paid to you through local payroll in the Ukraine. In no event will payments under the Plan be made to you into an account outside of the Ukraine.

 

UNITED KINGDOM

 

Terms and Conditions

 

Tax Withholding .  The following provisions supplement Section 7 of this Agreement:

 

You agree that, if you do not pay or the Employer or the Company does not withhold from you the full amount of income tax that you owe at vesting of the RSUs (including any Dividend Equivalents), or the release or assignment of the RSUs (including any Dividend Equivalents) for consideration, or the receipt of any other benefit in connection with the RSUs (the “ Taxable Event ”) within 90 days of the U.K. tax year within which the Taxable Event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “ Due Date ”), then the amount that should have been withheld shall constitute a loan owed by you to the Employer, effective as of the Due Date.  You agree that the loan will bear interest at the Her Majesty’s Revenue and Customs’ (“ HMRC ”) official rate and will be immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by any of the means set forth in Section 7 of this Agreement.

 

Notwithstanding the foregoing, if you are an executive officer or director (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply.  In the event that you are an executive officer or director and income tax is not collected from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and National Insurance contributions (“ NICs ”) may be due.  You will be responsible for reporting and accounting for any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for the value of any NICs due on this additional benefit, which the Company or the Employer may recover at any time thereafter by any of the means set forth in Section 7 of this Agreement.

 

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UNITED STATES

 

Notifications

 

Foreign Asset/Account Reporting Information .  The Foreign Account Tax Compliance Act (“ FATCA ”), pertains to U.S. citizens and/or U.S. taxpayers who participate in or hold equity-based awards ( e.g., stock options, RSUs, performance units) in one or more equity compensation plans offered by the Company. Under FATCA, the Company is considered a “non-U.S. issuer” with the result that you may have reporting obligations on Form 8938 when filing your annual income tax return.  Information regarding Form 8938 is available at http://www.irs.gov/pub/irs-pdf/i8938.pdf.

 

These reporting obligations apply to the extent the aggregate value of your holdings (when aggregated with other specified foreign financial assets held by you) exceed certain thresholds.  The threshold amounts of the value of the equity holdings (and other foreign assets) that trigger the reporting obligations depend on your filing status ( e.g., unmarried/married filing separately) and whether you reside in the U.S. or outside of the U.S.  Shares issued by a non-U.S. issuer that are held in a financial account maintained by a U.S. financial institution (such as a brokerage firm) are not subject to these reporting requirements.  However, it is not clear under current guidance whether rights to acquire Shares, such as RSUs ( i.e., as opposed to Shares you own), are eligible for this exception.  You are encouraged to consult your personal tax advisor to determine whether these FATCA reporting requirements apply to you as a result of your equity holdings in the Company, including the RSUs or Shares you acquire under the Plan.

 

URUGUAY

 

There are no country-specific provisions.

 

VIETNAM

 

Terms and Conditions

 

Form and Timing of Payment .  The following provision supplements Section 4 of this Agreement.

 

Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the RSUs (including any Dividend Equivalents).  Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares (including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.

 

Any cash payment received upon settlement of the RSUs (including any Dividend Equivalents) will be paid to you through local payroll in Vietnam. In no event will payments under the Plan be made to you into an account outside of Vietnam.

 

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Exhibit 10.35

 

BUNGE LIMITED

 

2016 EQUITY INCENTIVE PLAN

 

GLOBAL PERFORMANCE UNIT AGREEMENT

 

1.                                       General .  Unless otherwise defined herein, the terms defined in the Bunge Limited 2016 Equity Incentive Plan (the “ Plan ”) shall have the same defined meanings in this Global Performance Unit Agreement; the performance vesting terms specified in Exhibit A; and any terms and conditions applicable to the country included in the Country-Specific Appendix (if any) attached hereto as Exhibit B (the “ Appendix ”) (collectively, this “ Agreement ”).  The Plan, which is incorporated by reference, and this Agreement constitute the entire understanding and agreement between you and Bunge Limited (the “ Company ”) regarding the Performance Units specified in your account.

 

2.                                       Grant of Performance Units .  Subject to the terms and conditions of the Plan and this Agreement, effective as of the date specified in your account (the “ Date of Grant ”), the Company grants you the number of Performance Units specified in your account.  Each Performance Unit is equivalent to one Share for purposes of determining the number of Shares subject to the Performance Unit.

 

3.                                       Vesting of Performance Units .  Subject to the terms and conditions of the Plan and this Agreement, the Performance Units and related accrued Dividend Equivalents shall vest on the [       ] anniversary of the Date of Grant in accordance with the vesting terms specified in Exhibit A (the “ Vesting Date ”), provided that you remain continuously employed by the Company or a Subsidiary on the Vesting Date.

 

4.                                       Form and Timing of Payment .  Subject to the terms and conditions of the Plan and this Agreement, each vested Performance Unit, plus related Dividend Equivalents, will be paid as soon as practical after the Vesting Date, but in no event later than sixty (60) days following the Vesting Date; provided, however, that you will not be permitted, directly or indirectly, to designate the taxable year of the distribution.

 

5.                                       Dividend Equivalents .  If the Board declares a cash dividend on the Shares, you will be entitled to a Dividend Equivalent, to be credited to your account on the dividend payment date established by the Company, equal to the cash dividends payable on the same number of Shares as the target number of Performance Units credited to your account on the dividend record date established by the Company.  Any Dividend Equivalent will be in the form of additional whole Performance Units, will be subject to the same terms and Vesting Date as the corresponding Performance Units (including attainment of the vesting terms specified in Exhibit A), and will be paid at the same time and in the same manner as the corresponding Performance Units. The number of additional Performance Units credited to your account on the dividend payment date (rounded down to the nearest whole Performance Unit) will be determined by (x) multiplying the target number of Performance Units as of the dividend record date (plus any unvested Performance Units previously credited to your account as a result of Dividend Equivalents) by (y) the quotient of the cash dividend to be paid per Share, divided by the Fair Market Value per Share on the dividend payment date.  Dividend Equivalents will vest at the same time as their corresponding Performance Units and convert into the right to receive Shares only to the extent the underlying Performance Units vest and become payable.

 



 

6.                                       Effect of Termination of Employment .

 

6.1                                Termination of Employment for Cause; Resignation for any Reason; Breach of Restrictive Covenant .  If your employment with the Company or a Subsidiary is terminated for Cause, you resign your employment with the Company or a Subsidiary for any reason, or you breach any of the provisions set forth in Section 8 of this Agreement, any unvested Performance Units (and related Dividend Equivalents), or vested Performance Units (and related Dividend Equivalents) that have not yet been settled, will immediately be cancelled and forfeited without payment.

 

6.2                                Termination of Employment without Cause or on Account of Disability, death or Retirement .  If your employment with the Company or a Subsidiary is terminated without Cause or on account of death, Disability or Retirement (for purposes of this Agreement, defined as your termination of employment after attaining (i) age 65 or (ii) age 55 with ten (10) years of completed service with the Company or a Subsidiary), any unvested Performance Units (and related Dividend Equivalents) will vest on a pro rata basis based on the attainment of the performance measures specified in Exhibit A and payment (if any) will be made in accordance with Section 4.  The pro rata calculation will be determined by multiplying (x) the number of Shares subject to the Performance Units that become eligible to vest based on the attainment of the performance measures specified in Exhibit A, by (y) a fraction, with a numerator equal to the number of days from the Date of Grant through the date of your termination of employment, and a denominator equal to the number of days from the Date of Grant through the Vesting Date.

 

6.3                                Termination of Employment without Cause following a Change of Control .  Unless specifically prohibited by the Plan or unless the Committee provides otherwise prior to a Change of Control, upon the occurrence of a Change of Control and a termination of your employment with the Company or a Subsidiary without Cause on or before the second anniversary of the occurrence of a Change of Control, any unvested Performance Units (and related Dividend Equivalents) shall vest and be payable in accordance with Section 10(b) of the Plan.

 

6.4                                Specified Employees .  For United States (“U.S.”) taxpayers, notwithstanding anything herein to the contrary, if you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), as determined under the Company’s established methodology for determining specified employees, at the time of your separation from service, any payment hereunder that provides for a “deferral of compensation” within the meaning of Section 409A shall not be paid or commence to be paid on any date prior to the first business day after the date that is six months following your separation from service; provided, however, that a payment delayed pursuant to this Section 6.4 shall commence earlier in the event of your death prior to the end of the six-month period.

 

7.                                       Tax Withholding .

 

7.1                                You acknowledge and agree that Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares to you until satisfactory arrangements (as determined by the Company) have been made for the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you, including, without limitation, in connection with the grant, vesting and settlement of the Performance Units, the subsequent sale of Shares acquired upon settlement of the Performance Units and the receipt of any Dividend Equivalents (“ Tax-

 

2



 

Related Items ”) that the Company determines must be withheld.  If you are a non-U.S. employee, the method of payment of Tax-Related Items may be restricted by the Appendix.

 

7.2                                The Company has the right (but not the obligation) to satisfy any Tax-Related Items by (i) withholding from proceeds of the sale of Shares acquired upon the settlement of the Performance Units through a sale arranged by the Company (on your behalf pursuant to this authorization without further consent), (ii) requiring you to pay cash, (iii) withholding from any wages or other cash compensation payable to you by the Company or your employer (the “ Employer ”), and/or (iv) reducing the number of Shares otherwise deliverable to you.  The Company will have discretion to determine the method of satisfying Tax-Related Items.  In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the aforementioned withholding methods.  Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash with no entitlement to the Share equivalent or if not refunded, you may seek a refund from the local tax authorities.   If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Performance Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax -Related Items.

 

7.3                                If you are subject to taxation in more than one jurisdiction, you acknowledge that the Company and/or, if different, your current or former Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

 

7.4                                Regardless of any action of the Company or the Employer, you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer.  You further acknowledge that the Company and the Employer (x) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Units; and (y) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result.

 

8.                                       Restricted Covenants .

 

8.1                                Confidentiality .  You acknowledge and agree with the Company that you shall not at any time, except in the performance of your obligations to the Company or with the prior written consent of the Company, directly or indirectly, reveal to any person, entity or other organization (other than the Company, its parent companies and subsidiaries (individually and as a group, the “ Bunge Group ”) or use for your own benefit any information deemed to be confidential by any member of the Bunge Group (“ Confidential Information ”) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Bunge Group, including, without limitation, any information concerning past, present or prospective customers, manufacturing processes, marketing data, financial or commercial information, business plans or other Confidential Information used by, or useful to, any member of the Bunge Group and known to you by reason of your employment by, shareholdings in or other association with any member of the Bunge Group.  You further agree that you shall retain all copies and extracts of any written Confidential Information acquired or developed by you during any such employment,

 

3



 

shareholding or association in trust for the sole benefit of the Bunge Group and its successors and assigns.  You further agree that you shall not, without the prior written consent of the Company, remove or take from the Bunge Group’s premises (or, if previously removed or taken, you shall, at the Company’s request, promptly return) any written Confidential Information or any copies or extracts thereof.  Upon the request and at the expense of the Company, you shall promptly make all disclosures, execute all instruments and papers and perform all acts reasonably necessary to vest and confirm in the Bunge Group, fully and completely, all rights created or contemplated by this Section 8.1. The term “Confidential Information” shall not include information that is or becomes generally available to the public other than as a result of a disclosure by you, or at your direction.

 

8.2                                No Competing Employment.   You agree with the Company that, for so long as you are employed by the Bunge Group and continuing until the last day of the twelfth month following your termination of employment for any reason (such period to be referred to as the “ Restricted Period ”), you shall not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, corporation or other business organization, engage in a business competitive to that of the Bunge Group; provided, however , that nothing herein shall limit your right to own not more than 5% of any of the debt or equity securities of any business organization that is then filing reports with the U.S. Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act.  The Restricted Period shall be extended by the length of any period during which you are in breach of any of the terms of this Section 8.

 

8.3                                Restrictions on Solicitation .  During the Restricted Period, you agree with the Company that you shall not in any way, directly or indirectly (except in the course of your employment with the Company), (x) call upon, solicit, advise or otherwise do, or attempt to do, business with any person who is, or was, during the then most recent 12-month period, a customer of any member of the Bunge Group (or any other entity that you know is a potential customer with respect to specific products of the Bunge Group and with which you have had contact during the period of your employment with the Bunge Group), for purposes of competing with the Bunge Group, (y) take away or interfere or attempt to take away or interfere with any custom, trade or business of any member of the Bunge Group, or (z) interfere with or attempt to interfere with any person who is, or was during the then most recent 12-month period, an employee, officer, representative or agent of any member of the Bunge Group, or hire, solicit, induce or attempt to solicit or induce any of them to terminate their service with any member of the Bunge Group or violate the terms of their contracts or any employment arrangements, with any member of the Bunge Group.  The Restricted Period shall be extended by the length of any period during which you are in breach of any of the terms of this Section 8.

 

8.4                                Application of Covenants .  The activities described in this Section 8 shall be prohibited regardless of whether undertaken by you in an individual or representative capacity, and regardless of whether performed for your own account or for the account of any other individual, partnership, firm, corporation or other business organization (other than the Company).

 

8.5                                Injunctive Relief .  Without limiting the remedies available to the Company, you acknowledge that a breach of any of the covenants contained in this Section 8 may result in irreparable injury to the Company for which there is no adequate remedy at law, that it shall not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to seek a temporary restraining order or a

 

4



 

preliminary or permanent injunction restraining you from engaging in activities prohibited by this Section 8 or such other relief as may be required to specifically enforce any of the covenants in this Section 8.

 

9.                                       Acknowledgements and Agreements .  You agree, accept and acknowledge the following:

 

(a)                                  THE PERFORMANCE UNITS AND THIS AGREEMENT DO NOT CREATE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR ANY PERIOD, AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE RIGHT OF THE COMPANY OR THE EMPLOYER TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

 

(b)                                  The delivery of the Plan, this Agreement, the Plan’s prospectus and any reports of the Company provided generally to the Company’s shareholders, may be made by electronic delivery.  Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.  By electronically accepting this Agreement, you agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.”

 

(c)                                   All decisions or interpretations of the Committee or the Company regarding the Plan, this Agreement and the Performance Units shall be binding, conclusive and final on you and all other interested persons.

 

(d)                                  The Plan is established voluntarily by the Company, it is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.

 

(e)                                   The grant of Performance Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of Performance Units, even if Performance Units have been granted in the past.

 

(f)                                    All decisions regarding future Awards, if any, will be at the discretion of the Company.

 

(g)                                   You are voluntarily participating in the Plan.

 

(h)                                  The Performance Units and any underlying Shares, and the income from and value of same, are not intended to replace any pension rights or compensation.

 

(i)                                      The Performance Units and any underlying Shares, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments.

 

(j)                                     Unless otherwise agreed with the Company, the Performance Units and any underlying Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary.

 

(k)                                  The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty.

 

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(l)                                      For purposes of the Performance Units, your employment will be considered terminated as of the date you cease to actively provide services to the Company, the Employer or any member of the Bunge Group (regardless of the reason for such termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any).  The Committee shall have the exclusive discretion to determine when you are no longer actively providing services for the purpose of your Performance Unit grant (including whether you may still be considered to be providing services while on a leave of absence).

 

(m)                              Unless otherwise expressly provided in this Agreement or determined by the Company, any right to vest in the Performance Units will terminate as of the date described in the previous paragraph and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period, period of pay in lieu of such notice, or any period of “garden leave” or similar period mandated under applicable law).

 

(n)                                  No claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Units resulting from the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any.

 

(o)                                  The following provisions apply if you are providing services outside the U.S.:

 

(i).                                   The Performance Units and any underlying Shares, and the income from and value of same,  are not part of normal or expected compensation or salary for any purpose.

 

(ii).                                None of the Company, the Employer, or any member of the Bunge Group will be liable for any foreign exchange rate fluctuation between your local currency and the U.S. Dollar that may affect the value of the Performance Units or of any amounts due to you pursuant to the settlement of the Performance Units or the subsequent sale of any Shares acquired upon settlement.

 

10.                                No Advice Regarding Grant .  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares.

 

11.                                Compensation Recovery Policy .  The Performance Units are subject to the terms of any compensation recovery policy or policies established by the Company as may be amended from time to time (“ Compensation Recovery Policy ”).  The Company hereby incorporates into this Agreement the terms of the Compensation Recovery Policy.

 

12.                                Section 409A Compliance .  This Section 12 may not apply if you are not a U.S. taxpayer.  The Performance Units are intended to comply with Section 409A or an exemption thereunder, and, accordingly, to the maximum extent permitted, the Performance Units and this Agreement shall be interpreted and administered in compliance therewith.  Notwithstanding any other provision of this Agreement, payments provided pursuant to this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption.  Any payments pursuant to this Agreement that may be excluded from Section 409A as a short-term deferral shall be excluded from Section 409A to the maximum extent possible.  To the extent that any provision of this Agreement would cause a conflict with the requirements of Section 409A or would cause the administration of the Performance Units to fail to satisfy Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law.  Nothing herein shall be construed as a guarantee of any particular

 

6



 

tax treatment.  The Company makes no representation that this Agreement or the Performance Units comply with Section 409A and in no event shall the Company be liable for the payment of any taxes and penalties that you may incur under Section 409A.

 

13.                                Rights as Shareholder .  Neither you nor any person claiming under or through you will have any of the rights or privileges of a shareholder of the Company in respect of any Shares deliverable hereunder unless and until Shares have been issued and recorded on the records of the Company or its transfer agents or registrars.

 

14.                                Appendix .  If applicable, the Performance Units are subject to any additional terms and conditions for the country set forth in the Appendix.  If you relocate to another country, the terms and conditions for that country (if any) will apply to you to the extent the Company determines that applying such terms and conditions are necessary or advisable for legal or administrative reasons.

 

15.                                Language .  If you have received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different from the English version, the English version will control.

 

16.                                Notices .  Any notice to be given under this Agreement to the Company will be addressed to: Bunge Limited, 50 Main Street, 6th Floor, White Plains, New York 10606, Attention:  Chief Human Resources Officer.  Any notice to be given under this Agreement to you will be provided to the physical or electronic mail address maintained in the Company’s records; or in either case, at such other address as the Company or you, as the case may be, may hereafter designate in writing.

 

17.                                Governing Law; Venue .  To the extent not preempted by federal law, the Performance Units and this Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions.  The parties agree that any legal action, suit or proceeding arising from or related to this Agreement shall be instituted exclusively in the state courts of New York located in New York County or in the federal courts for the United States for the Southern District of New York and no other courts.  The parties consent to the personal jurisdiction of such courts over them, waive all objections to the contrary, and waive any and all objections to the exclusive location of legal proceedings in New York County or in the federal courts for the United States for the Southern District of New York.

 

18.                                Performance Units Not Transferable .  The Performance Units and the rights and privileges conferred by the Performance Units may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or by the laws of descent or distribution.  The terms of the Plan and this Agreement shall be binding upon your executors, administrators, heirs, successors and assigns.

 

19.                                Additional Conditions to Issuance of Stock .  If at any time the Company determines, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any foreign, state, federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to you (or your estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company.

 

20.                                Imposition of Other Requirements .  The Company reserves the right to impose other requirements on your participation in the Plan, on the Performance Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or

 

7



 

administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

 

21.                                I nsider-Trading/Market-Abuse Laws .  You acknowledge that, depending on your country, you may be subject to insider-trading restrictions and/or market-abuse laws, which may affect your ability to acquire or sell Shares acquired under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country).  Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider-trading policy.  You are responsible for complying with any applicable restrictions and are encouraged to speak to your personal legal advisor for further details regarding any applicable insider-trading and/or market-abuse laws in your country.

 

22.                                Foreign Asset/Account Reporting Requirements; Exchange Controls .  You acknowledge that your country may have certain foreign asset and/or foreign account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan) in a brokerage or bank account outside your country.  You may be required to report such accounts, assets or transactions to the tax or other authorities in your country.  You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker within a certain time after receipt.  You acknowledge that it is your responsibility to be compliant with such regulations and are encouraged to consult your personal legal advisor for any details.

 

23.                                Severability .  In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

 

24.                                Modifications to this Agreement .  Amendments or modifications to this Agreement that adversely affect the Performance Units in any material way may only be made with your written consent.   Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its discretion and without your consent, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to the Performance Units, or to comply with other applicable laws.

 

25.                                Waiver .  You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach of this Agreement.

 

26.                                Data Privacy .

 

26.1                         You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other grant materials by and among, as applicable, the Company, the Employer, and any member of the Bunge Group for the exclusive purpose of implementing, administering and managing your participation in the Plan .

 

26.2                         You understand that the Company, the Employer and members of the Bunge Group may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, residency, status, job title, any

 

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shares of stock or directorships held in the Company, the Employer, or the Bunge Group, details of the Performance Units or any other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (collectively “ Data ”), for the exclusive purpose of implementing, administering and managing the Plan.

 

26.3                         You understand that Data will be transferred to the Company, the Employer, any member of the Bunge Group, or one or more stock plan service providers as may be selected by the Company from time to time, which is assisting the Company with the implementation, administration and management of the Plan.  You understand that the recipients of the Data may be located in the U.S. or elsewhere, and that the recipient’s country of operation (e.g., the U.S.) may have different data privacy laws and protections than your country.  You understand that if you reside outside the U.S., you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative.  You authorize the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing your participation in the Plan.  You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan.  You understand that if you reside outside the U.S., you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis.  If you do not consent, or if you later seek to revoke your consent, your engagement as an employee and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you Performance Units or other equity awards or administer or maintain such awards.  Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

 

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EXHIBIT A

 

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EXHIBIT B

 

BUNGE LIMITED

 

2016 EQUITY INCENTIVE PLAN

 

GLOBAL PERFORMANCE UNIT AGREEMENT

 

TERMS AND CONDITIONS

 

This Appendix, which is part of the Agreement, includes additional or different terms and conditions that govern the Performance Units and that will apply to you if you are in one of the countries listed below.  Unless otherwise defined herein, capitalized terms set forth in this Appendix shall have the meanings ascribed to them in the Plan or the Global Performance Unit Agreement, as applicable.

 

If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, are considered a resident of another country for local law purposes or transfer residency between countries after the Date of Grant, the Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply to you under these circumstances.

 

NOTIFICATIONS

 

This Appendix also includes information regarding securities, exchange control and certain other issues of which you should be aware with respect to your participation in the Plan.  The information is based on the securities, exchange control and other laws in effect in the respective countries as of June 2016.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that you not rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan because such information may be outdated when you vest in this Award and/or sell any Shares acquired at vesting.

 

In addition, the information contained herein is general in nature and may not apply to your particular situation.  As a result, the Company is not in a position to assure you of any particular result.  You, therefore, are encouraged to seek appropriate professional advice as to how the relevant laws in your country may apply to your particular situation.

 

Finally, if you are a citizen or resident of a country other than that in which you are currently working and/or residing, are considered a resident of another country for local law purposes or transfer residency to a different country after the Date of Grant, the information contained herein may not apply in the same manner to you.

 

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ARGENTINA

 

Notifications

 

Securities Law Information .  Nether the Performance Units nor the Shares subject to the Performance Units are publicly offered or listed on any stock exchange in Argentina.  The offer is private and not subject to the supervision of any Argentine governmental authority.

 

Foreign Asset/Account Reporting Information .  If you hold Shares (acquired upon settlement of the Performance Units, any Dividend Equivalents or otherwise) as of December 31, you are required to report certain information regarding the Shares on your annual tax return.  In addition, when you acquire, sell, transfer or otherwise dispose of Shares, you must register the transaction with the Federal Tax Administration.

 

AUSTRALIA

 

Terms and Conditions

 

Australian Offer Document .  The offer of Performance Units (including the Dividend Equivalents) is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000.  Additional details are set forth in the Offer Document, which will be provided to you with this Agreement.

 

Notifications

 

Tax Information .  The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (the “ Act ”) (subject to the conditions in the Act).

 

BELGIUM

 

Notifications

 

Foreign Asset/Account Reporting Information .  You are required to report any securities ( e.g. , Shares acquired under the Plan) or bank accounts (including brokerage accounts) held outside of Belgium on your annual tax return.  You are also required to complete a separate report providing the National Bank of Belgium with details regarding any such account, including the account number, the name of the bank in which such account is held and the country in which such account is located.

 

BRAZIL

 

Terms and Conditions

 

Nature of Grant .  The following provision supplements Section 9 of this Agreement:

 

In accepting the Performance Units, you acknowledge, understand and agree that (i) you are making an investment decision, (ii) you will be entitled to vest in, and receive Shares pursuant to, the Performance Units (including any Dividend Equivalents) only if the vesting conditions are met and any necessary services are rendered by you between the Date of Grant and the Vesting Date, and (iii) the value of the underlying Shares is not fixed and may increase or decrease without compensation to you.

 

Compliance with Law .  In accepting the Performance Units, you agree to comply with all applicable Brazilian laws and report and pay any and all applicable Tax-Related Items associated with the vesting

 

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and settlement of the Performance Units (including any Dividend Equivalents), the sale of any Shares acquired under the Plan, and the receipt of any dividends.

 

Notifications

 

Foreign Asset/Account Reporting Information .  If you are a resident or domiciled in Brazil, you will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000.  The assets and rights that must be reported include Shares acquired under the Plan.

 

Tax on Financial Transaction (“IOF”) .  Cross-border financial transactions relating to the Performance Units (including any Dividend Equivalents) may be subject to the IOF (tax on financial transactions).  You are encouraged to consult with your personal tax advisor for additional details.

 

CANADA

 

Terms and Conditions

 

Form and Timing of Payment .  The following provision supplements Section 4 of this Agreement:

 

Notwithstanding anything to the contrary in the Agreement or Section 5.4 of the Plan, the Performance Units (including any Dividend Equivalents) will be settled in Shares only, not cash.

 

Forfeiture upon Termination of Services .  The following provision replaces Section 9(l) of this Agreement:

 

(l) For purposes of the Performance Units (including any Dividend Equivalents), your employer-employee or service relationship will be considered terminated as of the date that is the earlier of: (i) the date of termination of employment, (ii) the date you receive notice of termination from the Employer, or (iii) the date you are no longer actively providing services (regardless of the reason for such termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any).  The Committee shall have the exclusive discretion to determine when you are no longer actively providing services for the purpose of your Performance Unit grant (including whether you may still be considered to be providing services while on a leave of absence).

 

The following provisions will apply if you are a resident of Quebec:

 

Language Consent .  The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

 

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention («  Agreement  »), ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

 

Data Privacy .  The following provision supplements Section 26 of this Agreement:

 

You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan.  You further authorize the Company, the Employer, its other Subsidiaries and the Committee to disclose and discuss the Plan with their advisors.  You further authorize the Company, the Employer and any other Subsidiary to record such information and to keep such information in your employee file.

 

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Notifications

 

Securities Law Information .  You are permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, if any, provided the sale of the Shares acquired under Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed ( i.e. , the New York Stock Exchange).

 

Foreign Asset/Account Reporting Information .  If you are a Canadian resident, you must report annually on Form T1135 (Foreign Income Verification Statement) the foreign property (including Shares acquired under the Plan) you hold if the total cost of such foreign property exceeds C$100,000 at any time during the year.  Unvested Performance Units (including any Dividend Equivalents) also must be reported (generally at nil cost) on Form T1135 if the C$100,000 threshold is exceeded due to other foreign property you hold.  If Shares are acquired, their cost generally is the adjusted cost base (“ ACB ”) of the Shares.  The ACB would normally equal the fair market value of the Shares at vesting, but if you own other shares, this ACB may have to be averaged with the ACB of the other shares.  The Form T1135 must be filed at the same time you file your annual tax return.  You should consult your personal legal advisor to ensure compliance with applicable reporting obligations.

 

CHINA

 

Terms and Conditions

 

Form and Timing of Payment .  The following provision supplements Section 4 of this Agreement.

 

Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the Performance Units (including any Dividend Equivalents).  Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares (including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.

 

Any cash payment received upon settlement of the Performance Units (including any Dividend Equivalents) will be paid to you through local payroll in China. In no event will payments under the Plan be made to you into an account outside of China.

 

COLOMBIA

 

Terms and Conditions

 

Labor Law Acknowledgement .  You acknowledge that pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do not constitute a component of “salary” for any purposes.  Therefore, the Performance Units and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance contributions and/or any other labor-related amount which may be payable.

 

Securities Law Information .  The Shares are not and will not be registered in the Colombian registry of publicly traded securities ( Registro Nacional de Valores y Emisores ).  Therefore, the Shares may not be offered to the public in Colombia.  Nothing in this document should be construed as the making of a public offer of securities in Colombia.

 

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Notifications

 

Exchange Control Information .  Investment in assets located abroad (such as Shares acquired under the Plan) does not require prior approval.  However, if the value of your aggregate investments held abroad, including Shares, as of December 31 of the applicable calendar year equals or exceeds US$500,000, these investments must be registered with the Central Bank ( Banco de la Republica ).  Upon the sale or disposition of the investments, you may either choose to keep the resulting sums abroad or to repatriate them to Colombia. If you choose to repatriate funds to Colombia and you have not registered the investment with the Central Bank, you will need to file Form No. 5 with the Central Bank upon conversion of funds into local currency, which should be duly completed to reflect the nature of the transaction. If you have registered the investment with the Central Bank, then you will need to file Form No. 4 with the Central Bank upon conversion of funds into local currency, which should be duly completed to reflect the nature of the transaction.  If you immediately sell the Shares acquired upon vesting of the Performance Units, no registration is required since no Shares will be held abroad.  You are advised to consult with a personal advisor to ensure you comply with the applicable reporting obligations.

 

FINLAND

 

There are no country-specific provisions.

 

FRANCE

 

Terms and Conditions

 

Language .  By accepting the grant, you confirm having read and understood the Plan and Agreement which were provided in the English language.  You accept the terms of these documents accordingly.

 

En acceptant l’attribution, vous confirmez avoir lu et compris le Plan et le Contrat, qui ont été communiqués en langue anglaise. Vous acceptez les termes de ces documents en connaissance de cause.

 

Notifications

 

Tax Information .  The Performance Units (including any Dividend Equivalents) are not intended to be French tax-qualified awards.

 

Foreign Asset/Account Reporting Information .  French residents must report all foreign bank and brokerage accounts on an annual basis (including accounts opened or closed during the tax year) on a specific form together with the income tax return.  Failure to comply could trigger significant penalties.

 

GERMANY

 

There are no country-specific provisions.

 

HUNGARY

 

There are no country-specific provisions.

 

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INDIA

 

Notifications

 

Exchange Control Information .  You are required to repatriate any proceeds from the sale of Shares acquired under the Plan to India within 90 days of receipt and any dividends within 180 days of receipt.  You must obtain a foreign inward remittance certificate (“ FIRC ”) from the bank where you deposit the foreign currency and should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation.  You are responsible for complying with applicable exchange control laws in India.

 

Because exchange control restrictions in India change frequently, you are advised to consult with your personal advisor before taking any action under the Plan.

 

Foreign Asset/Account Reporting Information .  You are required to declare any foreign bank accounts and any foreign financial assets (including Shares held outside India) in your annual tax return.  You are solely responsible for complying with this reporting obligation and are encouraged to consult with your personal tax advisor in this regard.

 

ITALY

 

Terms and Conditions

 

Data Privacy .  The following provisions replace Section 26 of this Agreement in its entirety:

 

You understand that the Company, the Employer and any other Subsidiary may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company or any Subsidiary, details of all Performance Units, or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“ Data ”), for the exclusive purpose of implementing, managing and administering the Plan.

 

You also understand that providing the Company with Data is necessary for the performance of the Plan and that your refusal to provide Data would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the Plan.  The controller of personal data processing is Bunge Limited with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A., and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is Bunge Italia Spa., with registered offices at Via Baiona, 203 -  48123 Ravenna, Italy.

 

You understand that Data will not be publicized.  You understand that Data may also be transferred to the independent registered public accounting firm engaged by the Company.  You further understand that the Company and/or its Subsidiaries, will transfer Data among themselves as necessary for the purpose of implementing, administering and managing your participation in the Plan, and that the Company and its Subsidiaries may each further transfer Data to banks, other financial institutions, brokers or other third parties assisting the Company in the implementation, administration, and management of the Plan, including any requisite transfer of Data to a broker or other third party with whom you may elect to deposit any Shares acquired at vesting of the Performance Units (including any Dividend Equivalents).  Such recipients may receive, possess, process, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing your participation in the Plan.  You understand that these recipients may be located in or outside the European Economic Area, such as in the U.S. or elsewhere.  Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the

 

16



 

Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with the management and administration of the Plan.

 

You understand that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions, as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

 

The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require your consent thereto, as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the Plan.  You understand that, pursuant to Section 7 of the Legislative Decree no. 196/2003, you have the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing.

 

Furthermore, you are aware that Data will not be used for direct-marketing purposes.  In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting your local human resources representative.

 

Plan Document Acknowledgement .  You acknowledge that you have read and specifically and expressly approve, without limitation, the following sections of this Agreement:  Sections 6, 7, 8, 9, 11, 15, 17, 20 and the Data Privacy provisions include in this Appendix.

 

Notifications

 

Foreign Asset/Account Reporting Information .  If at any time during the fiscal year you hold foreign financial assets (including cash and Shares) which may generate income taxable in Italy, you are required to report these assets on your annual tax return (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due.  These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.

 

Foreign Asset Tax Information .  The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset tax.  Financial assets include Shares acquired under the Plan.  The taxable amount will be the fair market value of the financial assets assessed at the end of the calendar year.  You are encouraged to consult with your personal tax advisor about the foreign financial assets tax.

 

MEXICO

 

Terms and Conditions

 

Acknowledgement of the Agreement .    In accepting the Award granted hereunder, you acknowledge that you have received a copy of the Plan, have reviewed the Plan and this Agreement in their entirety and fully understand and accept all provisions of the Plan and this Agreement.  You further acknowledge that you have read and specifically and expressly approve the terms and conditions of Section 9 of this Agreement, in which the following is clearly described and established:

 

(1)                                  Your participation in the Plan does not constitute an acquired right.

 

(2)                                  The Plan and your participation in the Plan are offered by the Company on a wholly discretionary basis.

 

(3)                                  Your participation in the Plan is voluntary.

 

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(4)                                  The Company and the Bunge Group are not responsible for any decrease in the value of the Performance Units granted and/or Shares issued under the Plan.

 

Labor Law Acknowledgement and Policy Statement .  In accepting any Award granted hereunder, you expressly recognize that the Company, with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A. is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of Shares do not constitute an employment relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and your sole employer is  Servicios Bunge, S.A. de C.V.  or  Servicios Molinos Bunge de México, S.A. de C.V., as applicable,  (“ Bunge-Mexico ”).  Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and the Employer, Bunge-Mexico, and do not form part of the employment conditions and/or benefits provided by Bunge-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

 

You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation in the Plan at any time without any liability to you.

 

Finally, you hereby declare that you do not reserve to yourself any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad release to the Company, its Subsidiaries, shareholders, officers, agents or legal representatives with respect to any claim that may arise.

 

Spanish Translation

 

Reconocimiento del Otorgamiento .  Al aceptar cualquier Otorgamiento bajo de este documento, usted reconoce que ha recibido una copia del Plan, que ha revisado el Plan y el Acuerdo en su totalidad, y que comprende y está de acuerdo con todas las disposiciones del Plan y del Acuerdo.  Asimismo, usted reconoce que ha leído y manifiesta específicamente y expresamente que aprueba de los términos y las condiciones establecidos en la Sección 9 del Acuerdo, en los que se establece y describe claramente que:

 

(1)                                  Su participación en el Plan no constituye un derecho adquirido.

 

(2)                                  El Plan y su participación en el mismo son ofrecidos por la Compañía de forma completamente discrecional.

 

(3)                                  Su participación en el Plan es voluntaria.

 

(4)                                  La Compañía y sus filiales (el “Bunge Group”) no son responsables de ninguna disminución en el valor de las Unidades o de las Acciones emitidas mediante el Plan.

 

Reconocimiento de la Ley Laboral y Declaración de Política .  Al aceptar cualquier Otorgamiento bajo de este documento, usted reconoce expresamente que la Compañía, con oficinas registradas y localizadas en 50 Main Street, White Plains, New York, 10606, U.S.A., es la única responsable por la administración del Plan y que su participación en el mismo y la adquisición de Acciones no constituyen de ninguna manera una relación laboral entre usted y la Compañía, debido a que su participación en el Plan es únicamente una relación comercial y su único empleador es Servicios Bunge, S.A. de C.V.  o  Servicios Molinos Bunge de México, S.A. de C.V., como sea aplicable, (“ Bunge-M é xico ”).  Derivado de lo anterior, usted reconoce expresamente que el Plan y los beneficios a su favor que pudieran derivar de la participación en el mismo no establecen ningún derecho entre usted y el Empleador, Bunge — México, y

 

18



 

no forman parte de las condiciones laborales y/o los beneficios otorgados por Bunge — México, y cualquier modificación del Plan o la terminación del mismo no constituirá un cambio o desmejora de los términos y las condiciones de su trabajo.

 

Asimismo, usted entiende que su participación en el Plan se ha resultado de la decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o descontinuar su participación en el Plan en cualquier momento y sin ninguna responsabilidad para usted.

 

Finalmente, usted manifiesta que no se reserva ninguna acción o derecho que origine una demanda en contra de la Compañía por cualquier compensación o daños y perjuicios en relación con cualquier disposición del Plan o de los beneficios derivados del mismo, y en consecuencia usted exime amplia y completamente a la Compañía de toda responsabilidad, como así también a sus Filiales, accionistas, directores, agentes o representantes legales con respecto a cualquier demanda que pudiera surgir.

 

NETHERLANDS

 

There are no country-specific provisions.

 

PARAGUAY

 

There are no country-specific provisions.

 

PHILIPPINES

 

Notifications

 

Securities Law Information .  You are permitted to dispose or sell Shares acquired under the Plan provided the offer and resale of the Shares takes place outside the Philippines through the facilities of a stock exchange on which the Shares are listed.  The Shares are currently listed on the New York Stock Exchange in the U.S.

 

POLAND

 

Notifications

 

Exchange Control Information .  If you hold foreign securities (including Shares) and maintain accounts abroad, you will be required to file certain reports with the National Bank of Poland on the transactions and balances of the securities and cash deposited in such accounts if the value of such transactions or balances exceeds PLN 7,000,000 in the aggregate.  If required, you must file reports on the transactions and balances of the accounts on a quarterly basis on special forms available on the website of the National Bank of Poland.

 

In addition, if you transfer funds in excess of €15,000 into Poland in connection with the sale of Shares under the Plan, the funds must be transferred via a bank account held at a bank in Poland.  You are required to retain the documents connected with a foreign exchange transaction for a period of five years, as measured from the end of the year in which such transaction occurred.

 

ROMANIA

 

Notifications

 

Exchange Control Information .  If you deposit the proceeds from the sale of Shares issued to you at vesting and settlement of the Performance Units (including any Dividend Equivalents) in a bank account

 

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in Romania, you may be required to provide the Romanian bank with appropriate documentation explaining the source of the funds.  You should consult your personal advisor to determine whether you will be required to submit such documentation to the Romanian bank.

 

RUSSIA

 

Terms and Conditions

 

U.S. Transaction and Sale Restrictions .  You understand that your acceptance of the Performance Units results in a contract between you and the Company that is completed in the U.S. and that this Agreement is governed by the laws of the State of New York, without giving effect to the conflict of laws principles thereof.  Further, any Shares to be issued to you upon vesting and settlement of the Award shall be delivered to you through a bank or brokerage account in the U.S.  You are not permitted to sell the Shares directly to other Russian legal entities or residents.

 

Securities Law Requirements .  Any Performance Units granted hereunder, this Agreement, the Plan and all other materials you may receive regarding your participation in the Plan or any Performance Units granted hereunder do not constitute advertising or an offering of securities in Russia.  The issuance of Shares under the Plan has not and will not be registered in Russia; therefore, Shares may not be offered or placed in public circulation in Russia.

 

In no event will Shares acquired under the Plan be delivered to you in Russia; all Shares will be maintained on your behalf in the U.S.

 

Exchange Control Requirements .  You understand and agree that, pursuant to Russian exchange control requirements, you will be required to repatriate to Russia the cash proceeds from the sale of the Shares issued to you upon settlement of the Performance Units and from the receipt of any Dividend Equivalents paid on such Shares, unless such proceeds will be paid into and held in your brokerage account in the U.S., for example, for reinvestment purposes.  As an express statutory exception to this requirement, cash dividends (but not Dividend Equivalents) paid on Shares can be paid directly into a foreign bank or brokerage account opened with a foreign bank located in Organisation for Economic Co-operation and Development (“ OECD ”) or Financial Action Task Force (“ FATF ”) countries, without first remitting them to a bank account in Russia.  Other statutory exceptions may apply, and you should consult with your personal legal advisor in this regard.

 

You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in Russia.  Without limiting the generality of the foregoing, you acknowledge that the Company reserves the right, in its sole discretion depending on developments in Russian exchange control laws and regulations, to force the immediate sale of any Shares to be issued upon vesting of the Performance Units.  You further agree that, if applicable, the Company is authorized to instruct Morgan Stanley Smith Barney LLC (or such other broker as may be designated by the Company) to assist with the mandatory sale of such Shares (on your behalf pursuant to this authorization) and you expressly authorize Morgan Stanley Smith Barney LLC (or such other broker as may be designated by the Company) to complete the sale of such Shares.  You further acknowledge that Morgan Stanley Smith Barney LLC (or such other broker as may be designated by the Company) is under no obligation to arrange for the sale of the Shares at any particular trading price.  Upon the sale of Shares, you will receive the cash proceeds from the sale of Shares, less any brokerage fees or commissions and subject to your obligations in connection with the Tax-Related Items.

 

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You are strongly encouraged to contact your personal advisor to confirm the applicable Russian exchange control rules because significant penalties may apply in the case of non-compliance and because exchange control requirements may change.

 

Labor Law Acknowledgement .  You acknowledge that if you continue to hold Shares acquired under the Plan after an involuntary termination of your employment, you will not be eligible to receive unemployment benefits in Russia.

 

Notifications

 

Foreign Asset/Account Reporting Information .    Russian residents are required to notify Russian tax authorities within one (1) month of opening, closing or changing the details of a foreign account.  Russian residents also are required to report (i) the beginning and ending balances in such a foreign bank account each year and (ii) transactions related to such a foreign account during the year to the Russian tax authorities, on or before June 1 of the following year.  The tax authorities can require you to provide appropriate supporting documents related to transactions in a foreign bank account.  You are encouraged to contact your personal advisor before remitting your proceeds from participation in the Plan to Russia as exchange control requirements may change.

 

Anti-Corruption Legislation Information .  Individuals holding public office in Russia, as well as their spouses and dependent children, may be prohibited from opening or maintaining a foreign brokerage or bank account and holding any securities, whether acquired directly or indirectly, in a foreign company (including Shares acquired under the Plan).  You should consult with your personal legal advisor to determine whether this restriction applies to your circumstances.

 

SINGAPORE

 

Terms and Conditions

 

Restriction on Sale and Transferability .  You hereby agree that any Shares acquired pursuant to the Performance Units will not be offered for sale in Singapore prior to the six-month anniversary of the Date of Grant, unless such sale or offer is made pursuant to one or more exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“ SFA ”).

 

Notifications

 

Securities Law Information .  The grant of the Performance Units is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA, on which basis it is exempt from the prospectus and registration requirements under the SFA, and is not made with a view to the Performance Units being subsequently offered for sale to any other party.  The Plan has not and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.

 

Chief Executive Officer and Director Notification Requirement .  The Chief Executive Officer (“ CEO ”) and the directors, associate directors and shadow directors of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act.  The CEO, directors, associate directors and shadow directors must notify the Singapore Subsidiary in writing of an interest ( e.g., Performance Units, Shares, etc.) in the Company or any related company within two (2) business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest ( e.g., when the Shares are sold), or (iii) becoming the CEO or a director, associate director or shadow director.

 

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SOUTH AFRICA

 

Terms and Conditions

 

Tax Withholding .  The following provision supplements Section 7 of this Agreement:

 

By accepting the Performance Units, you agree that, immediately upon vesting and settlement of the Performance Units, you will notify your Employer of the amount of any gain realized.  If you fail to advise the Employer of the gain realized upon vesting and settlement, you may be liable for a fine.  You will be solely responsible for paying any difference between your actual tax liability and the amount withheld by the Employer.

 

Notifications

 

Exchange Control Information .  Because no transfer of funds from South Africa is required under the Performance Units, no filing or reporting requirements should apply when the Performance Units are granted or when Shares are issued upon vesting and settlement of the Performance Units.  However, because the exchange control regulations are subject to change, you should consult your personal advisor prior to vesting and settlement of the Performance Units to ensure compliance with current regulations.  You are responsible for ensuring compliance with all exchange control laws in South Africa.

 

SPAIN

 

Terms and Conditions

 

Labor Law Acknowledgement .  The following provision supplements Section 9 of this Agreement:

 

By accepting the Performance Units granted hereunder, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan.

 

You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Performance Units under the Plan to individuals who may be members of the Board or Employees throughout the world.  The decision is a limited decision, which is entered into upon the express assumption and condition that any Performance Units granted will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis, other than as expressly set forth in this Agreement.  Consequently, you understand that the Performance Units granted hereunder are given on the assumption and condition that they shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever.  Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of Performance Units since the future value of the Performance Units and the underlying Shares is unknown and unpredictable.  In addition, you understand that any Performance Units granted hereunder would not be made but for the assumptions and conditions referred to above; thus, you understand, acknowledge and freely accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Performance Units or right to Performance Units shall be null and void.

 

Further, the vesting of the Performance Units is expressly conditioned on your continued and active rendering of service, such that if your employment terminates for any reason whatsoever, the Performance Units may cease vesting immediately, in whole or in part, effective on the date of your termination of employment (unless otherwise specifically provided in Section 6 of the Agreement).  This will be the case, for example, even if (i) you are considered to be unfairly dismissed without good cause ( i.e., subject to a “ despido improcedente ”); (ii) you are dismissed for disciplinary or objective reasons or

 

22



 

due to a collective dismissal; (iii) you terminate service due to a change of work location, duties or any other employment or contractual condition; (iv) you terminate service due to a unilateral breach of contract by the Company or a Subsidiary; or (v) your employment terminates for any other reason whatsoever.  Consequently, upon termination of your employment for any of the above reasons, you may automatically lose any rights to Performance Units that were not vested on the date of your termination of employment, as described in the Plan and this Agreement.

 

Finally, you acknowledge that you have read and specifically accept the conditions referred to in Section 6 of this Agreement.

 

Notifications

 

Securities Law Information .  No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory regarding the Performance Units.  No public offering prospectus has been, nor will it be, registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission) (“ CNMV ”).  Neither the Plan nor this Agreement constitute a public offering prospectus and neither has been, nor will either be, registered with the CNMV.

 

Exchange Control Information .  To participate in the Plan, you must comply with exchange control regulations in Spain.  You are required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Shares held in such accounts, depending on the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year.

 

You also must declare any Shares that are acquired under the Plan to the Dirección General de Comercio e Inversiones of the Ministry of Industry, Tourism and Commerce (the “ DGCI ”).  After the initial declaration, the declaration must be filed with the DGCI on a Form D-6 on an annual basis each January while the Shares are owned.  However, if the value of the Shares acquired under the Plan or the amount of the sale proceeds exceeds €1,502,530, the declaration must be filed within one month of the acquisition or sale, as applicable.

 

Foreign Asset/Account Reporting Information .  If you hold rights or assets ( e.g., Shares or cash held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset ( e.g., Shares, cash, etc.) as of December 31, you are required to report certain information regarding such rights and assets on tax form 720. After such rights and/or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 or you sell or otherwise dispose of previously-reported rights or assets.  The reporting must be completed by the following March 31.

 

SWITZERLAND

 

Notifications

 

Sec urities Law Information .  The Awards are not intended to be publicly offered in or from Switzerland.  Because this is a private offering in Switzerland, the Performance Units are not subject to registration in Switzerland.  Neither this document nor any other materials relating to the Performance Units constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations.  Finally, neither this document nor any other materials relating to the Performance Units may be publicly distributed nor otherwise made publicly available in Switzerland.

 

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TURKEY

 

Notifications

 

Securities Law Information .  The Performance Units are made available only to Employees and the offer of participation in the Plan is a private offering.  The grant of Performance Units and the issuance of Shares at vesting take place outside of Turkey.  Furthermore, the sale of Shares acquired under the Plan is not permitted within Turkey.  The Shares are currently traded on the New York Stock Exchange in the U.S. under the ticker symbol “BG” and Shares may be sold on this exchange.

 

Financial Intermediary Information .  Pursuant to Decree No. 32 on the Protection of the Value of the Turkish Currency (“ Decree 32 ”) and Communiqué No. 2008-32/34 on Decree No. 32, any activity related to investments in foreign securities ( e.g., the sale of Shares acquired under the Plan) must be conducted through a bank or financial intermediary institution licensed by the Turkish Capital Markets Board and should be reported to the Turkish Capital Markets Board.  You are solely responsible for complying with this requirement and should contact your personal legal advisor for further information regarding your obligations in this respect.

 

UKRAINE

 

Terms and Conditions

 

Form and Timing of Payment .  The following provision supplements Section 4 of this Agreement.

 

Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the Performance Units (including any Dividend Equivalents).  Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares (including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.

 

Any cash payment received upon settlement of the Performance Units (including any Dividend Equivalents) will be paid to you through local payroll in the Ukraine. In no event will payments under the Plan be made to you into an account outside of the Ukraine.

 

UNITED KINGDOM

 

Terms and Conditions

 

Tax Withholding .  The following provisions supplement Section 7 of this Agreement:

 

You agree that, if you do not pay or the Employer or the Company does not withhold from you the full amount of income tax that you owe at vesting of the Performance Units (including any Dividend Equivalents), or the release or assignment of the Performance Units (including any Dividend Equivalents) for consideration, or the receipt of any other benefit in connection with the Performance Units (the “ Taxable Event ”) within 90 days of the U.K. tax year within which the Taxable Event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “ Due Date ”), then the amount that should have been withheld shall constitute a loan owed by you to the Employer, effective as of the Due Date.  You agree that the loan will bear interest at the Her Majesty’s Revenue and Customs’ (“ HMRC ”) official rate and will be immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by any of the means set forth in Section 7 of this Agreement.

 

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Notwithstanding the foregoing, if you are an executive officer or director (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply.  In the event that you are an executive officer or director and income tax is not collected from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and National Insurance contributions (“ NICs ”) may be due.  You will be responsible for reporting and accounting for any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for the value of any NICs due on this additional benefit, which the Company or the Employer may recover at any time thereafter by any of the means set forth in Section 7 of this Agreement.

 

UNITED STATES

 

Notifications

 

Foreign Asset/Account Reporting Information .  The Foreign Account Tax Compliance Act (“ FATCA ”), pertains to U.S. citizens and/or U.S. taxpayers who participate in or hold equity-based awards ( e.g., stock options, Performance Units, RSUs) in one or more equity compensation plans offered by the Company. Under FATCA, the Company is considered a “non-U.S. issuer” with the result that you may have reporting obligations on Form 8938 when filing your annual income tax return.  Information regarding Form 8938 is available at http://www.irs.gov/pub/irs-pdf/i8938.pdf.

 

These reporting obligations apply to the extent the aggregate value of your holdings (when aggregated with other specified foreign financial assets held by you) exceed certain thresholds.  The threshold amounts of the value of the equity holdings (and other foreign assets) that trigger the reporting obligations depend on your filing status ( e.g., unmarried/married filing separately) and whether you reside in the U.S. or outside of the U.S.  Shares issued by a non-U.S. issuer that are held in a financial account maintained by a U.S. financial institution (such as a brokerage firm) are not subject to these reporting requirements.  However, it is not clear under current guidance whether rights to acquire Shares, such as Performance Units ( i.e., as opposed to Shares you own), are eligible for this exception.  You are encouraged to consult your personal tax advisor to determine whether these FATCA reporting requirements apply to you as a result of your equity holdings in the Company, including the Performance Units or Shares you acquire under the Plan.

 

URUGUAY

 

There are no country-specific provisions.

 

VIETNAM

 

Terms and Conditions

 

Form and Timing of Payment .  The following provision supplements Section 4 of this Agreement.

 

Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the Performance Units (including any Dividend Equivalents).  Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares (including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.

 

Any cash payment received upon settlement of the Performance Units (including any Dividend Equivalents) will be paid to you through local payroll in Vietnam. In no event will payments under the Plan be made to you into an account outside of Vietnam.

 

25




Exhibit 10.53

 

BUNGE

 

Mr.Brian Thomsen

[ADDRESS]

[ADDRESS]

 

April 11, 2014

 

Dear Brian,

 

I am pleased to confirm the following terms and conditions in connection with your promotion to the position of Managing Director Bunge Global Agribusiness and CEO Bunge Product Lines effective May 1, 2014 based in Geneva and reporting directly to Soren Schroder.

 

1.                                       Base Salary: Your annual base salary will be CHF 770,000.

 

2.                                       Annual Incentive Program: You will continue to be eligible for consideration for an award under the Company’s Annual Incentive Program. As Managing Director Bunge Global Agribusiness and CEO Bunge Product Lines, your target annual incentive award is 150% of your base salary, with a maximum upward potential of 2.5 times this amount. Your AIP award for 2014 will be calculated on a pro rata basis to reflect the relevant parameters for the time worked as Global Product Line Director (January 1, April 30, 2014) and Managing Director Bunge Global Agribusiness / CEO Bunge Product Lines (May 1 — December 31, 2014), respectively.

 

3.                                       Special Agribusiness Incentive Program: You will also be eligible for the CEO Bunge Product Lines Special Incentive Program with a target annual award of 150% of your base salary, with a maximum upward potential of 2.5 times this amount. This award is based on the Risk Adjusted Profit covering the Oilseed and Grains, Freight and FSG Product Lines with the targets to be confirmed by the Compensation Committee in May. Your award for 2014 will be calculated on a pro rata basis to reflect the relevant parameters for the time worked as Global Product Line Director with respect to the Product Line Incentive Program (January 1, - April 30, 2014) and Managing Director Bunge Global Agribusiness / CEO Bunge Product Lines under the Special Incentive Program (May 1 — December 31, 2014), respectively.

 

4.                                       Long Term Incentive Program: You will continue to be eligible for consideration for awards under the Company’s Equity Incentive Program with an estimated present value of $2,000,000 in 2015.

 

In addition to the award you received on February 28, 2014 with a present value of US$ 280,000, you will receive effective May 1, 2014:

 

(a)          an award of 9,500 Performance-Based Restricted Stock units vesting on February 28, 2017 based on performance against our target EPS and ROIC for the 2014 —2016 period, and

 



 

(b)          an award of 28,500 Non-Qualified Stock Options vesting at a rate of one-third on each of the first three anniversaries of the date of your promotion with a term of ten years,

 

with the combined present value (for items (a) and (b) of approximately $1,500,000; and

 

(c)           an additional award of:

 

(i)              4,000 Performance-Based Restricted Stock units vesting on February 28, 2017 based on performance against our target EPS and ROIC for the 2014 — 2016 period, and

 

(ii)           12,000 Non-Qualified Stock Options vesting at a rate of one-third on each of the first three anniversaries of the date of your promotion with a term of ten years,

 

in recognition of your appointment to the Executive Committee with a combined present value of approximately $640,000.

 

5.                                       Share Ownership Guidelines: You acknowledge that you will make your best effort to comply with Bunge’s Share Ownership Guidelines which have been established to better align the interests of senior executives with interests of the shareholders. A summary of the guidelines appears in the attachment to this letter.

 

6.                                       Benefits: You will continue to be eligible for Bunge’s benefits programs in Geneva. In addition, you will receive a gross monthly car allowance of CHF 1,350.

 

7.                                       Severance: In the event your employment is terminated by the Company without Cause, you will receive (upon the release of any employment related claims and covenants in form and substance satisfactory to both you and Bunge) a payment equivalent to your then prevailing annual base salary plus the target Annual Incentive Program award amount. This payment will be offset by an amount equal to the number of months’ notice period you receive, if any, multiplied by your annual base salary plus the target Annual Incentive Program award amount expressed on a monthly basis.

 

8.                                       Confidentiality: The Employee is aware that all information, which has been or will be directly or indirectly disclosed to the Employee, in whatever form, by the Company or any of its employees, agents, advisers, contractors, consultants, subcontractors or those of its affiliates, or which the Employee has otherwise acquired, for the purposes of or in relation to his employment relationship with the Company, including financial information, business documentation, information about the Company or any of its subsidiaries and related companies, lists of clients and business partners, marketing reports, list of employees and personal details of such employees, executed or standard form agreements, contractual relations, policies, procedures, processes, technologies, theories, financial data, know-how, trade secrets, methodologies, as well as any other types of information, which might be designated as ‘confidential’ or which can be reasonably expected to be confidential, is considered “confidential information”.

 

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Employee undertakes to use confidential information only for the purposes of the performance of his work and not to disclose confidential information to any third party without the prior written authorization of the Company, except for information which the Employee may be required to disclose pursuant to the order, claim, injunction, decision of a court of competent jurisdiction or any regulatory authority, a lawsuit or any law or regulation in force, being understood that the Employee undertakes to notify promptly the Company of such requirement, in order to enable the Company to consent such disclosure or otherwise to agree the timing and content of such disclosure. In any event, the Employee shall furnish only that portion of the confidential information that the Employee is compelled to disclose.

 

The Employee is aware that any unauthorized disclosure of confidential information may cause substantial and irreparable damage to the business of the Company and its holding, subsidiary and affiliated companies.

 

Confidential information shall in no event include information which: (i) is known or open to the public or otherwise in the public domain at the time of disclosure or after disclosure, except by breach of this statement; (ii) is already known to the undersigned at the time of disclosure as evidenced by written documents; or (iii) is obtained by the undersigned from a third party who has right to disclose it.

 

Any and all obligations of the Employee undertaken hereunder shall remain in force after termination of the Employment Contract.

 

The Employee undertakes that except as required by law or unless the Employee has obtained the appropriate written consent of the Company, the Employee shall not disclose to any person or entity (other than Employee’s legal or financial advisors or members of Employee’s immediate family) the terms and conditions of the Employment Contract. The Employee shall ensure that the members of his family to whom the Employee has disclosed confidential information, will keep it as confidential.

 

9.                                       Intellectual Property Rights: All intellectual property, created by the Employee during the term of validity of this Employment Contract in relation to the employment of the Employee with the Company, as well as the right to disclose, utilize and allow the utilization of such property by third parties, to reprocess, divulge, duplicate, trade with, license or execute franchise deals, and the performance of any and all other legal and factual activities, shall be the exclusive right of the Company and the Employee shall not have any rights over, or ownership in, such property. The Employee shall make and maintain adequate and current written records of all his activities and the activities of his office, which records shall be and shall remain the exclusive property of and available to the Company and/or its designated nominees at all times.

 

10.                                Non- Solicitation: For a period of 18 months as of the termination of this Employment Contract, the Employee shall not attempt, without the Company’s prior written consent directly or indirectly, to induce any employee or agent of the

 

3



 

Company, or of any subsidiary or affiliate thereof to cease providing services to the Company, or any subsidiary or affiliate thereof.

 

11.                                Miscellaneous: This Employment Contract shall enter into force on the date first above mentioned.

 

The Employee Handbook attached to this Employment Contract as well as the Company’s policies communicated to the Employee in writing during the term of the Employment Contract form an integral part of this Employment Contract and are subject to revision and amendment by the Company from time to time.

 

In case of any discrepancies between the terms of this Employment Contract and the terms of the Employment Handbook or a policy, the provisions of this Employment Contract shall prevail.

 

Any amendment to any provision of this Employment Contract shall be made in writing, signed by both Parties.

 

Should any provision of this Employment Contract be declared be void or unenforceable by any competent court or jurisdiction, the remaining provisions shall remain in full force and effect, to be read and construed as if the void or unenforceable provisions were originally deleted.

 

The Employee has read, and agrees with, the terms and conditions of this Employment Contract and the Employee Handbook.

 

12.                      Applicable Law and Jurisdiction: This Employment Contract shall be governed by and shall be construed in accordance with the substantive laws of Switzerland.

 

13.                      Any dispute arising out of or in relation to this Employment Contract that the Parties cannot resolve by negotiation shall be subject to the jurisdiction of the competent courts of Geneva, Switzerland.

 

Bunge:

 

In Agreement

 

 

 

/s/ Vicente Teixeira

 

/s/ Brian Thomsen

Vicente Teixeira

 

Brian Thomsen

 

 

 

Date:

 4/16/2014

 

Date:

 4/16/2014

 

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BUNGE EXECUTIVE COMMITTEE SHARE OWNERSHIP GUIDELINES

EFFECTIVE OCTOBER 9, 2012

 

Salary Multiple:

 

 

Chairman and CEO:

 

6.0X

Other Executive Committee Members:

 

3.0X

 

 

 

Years to Fulfill Guidelines:

 

5

 

 

 

 

 

Later of:

Satisfaction Period Start Date:

 

February 25, 2005

 

 

Date of Appointment to Committee

 

 

 

Shares Included toward Ownership:

 

· Shares directly owned

 

· Stock Units held in Bunge’s Deferred Compensation Plans

· 50% of the value of vested in-the-money stock options

 

· 50% of the value of unvested time based restricted stock units

 

 

 

Holding/Retention Policy:

 

Must retain 50% of the net shares acquired through Bunge’s Equity Incentive Plan until guideline is met

 

Must retain 100% if guideline is not met over the 5-year period

 




Exhibit 10.54

 

BUNGE

 

Mr. Thomas M. Boehlert

[ADDRESS]

[ADDRESS]

 

December 7, 2016

 

Dear Thomas,

 

1.               Offer and Position

 

We are very pleased to extend an offer of employment to you for the position of Executive Vice President and Chief Financial Officer of Bunge Limited (the “Company” ). You will report directly to the Chief Executive Officer of Bunge. You will assume the role of Chief Financial Officer on January 1, 2017. This offer of employment is subject to the terms and conditions set forth in this letter and are conditioned on your satisfactory completion of certain requirements, as more fully explained below. We are looking forward to having you on the team leading this very important area of the Company and helping to further Bunge’s growth and profitability.

 

2.               Start Date

 

Subject to satisfaction of the conditions described in this letter, your anticipated start date is December 8, 2016 (the “Start Date”) .

 

3.               Duties

 

In your capacity as Executive Vice President and Chief Financial Officer, you will perform such duties and responsibilities that are commensurate with your positions and such other duties as may be assigned to you from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of the Company, consistent with your role as a senior executive officer of the Company. You agree to devote your full business time, attention and best efforts to the performance of your duties and to the furtherance of the Company’s interests. Notwithstanding the foregoing, you may perform charitable and community activities and, subject to the Board’s prior written approval, serve on the boards of other entities (public or private), provided that none of these activities interferes with the performance of your duties under this letter or creates a conflict of interest.

 

4.               Location

 

Your principal place of employment will be at our corporate headquarters in White Plains, New York, subject to business travel as needed to fulfil your employment duties and responsibilities.

 



 

5.               Base Salary

 

During your employment with the Company, you will be entitled to receive a base salary (“ Base Salary ”) at a rate of $680,000 per annum, payable in arrears in substantially equal installments in accordance with the Company’s payroll practices, as in effect from time to time. Any adjustments in Base Salary shall be made by the Compensation Committee of the Board (the “Compensation Committee”) in its sole discretion; provided , however , that such Base Salary may be increased but not decreased.

 

6.               Transition Expenses

 

You will be paid a one-time lump sum amount of $30,000 within 30 days following the Start Date to cover transition expenses (“ Transition Payment ”). If your employment is terminated by the Company for Cause (as defined below) or if you resign your employment without Good Reason (as defined below) prior to the first anniversary of the Start Date, you agree to repay the gross amount of the Transition Payment within 30 days following your termination date.

 

To the extent permitted by applicable law, you authorize the Company to deduct from any amount due to you, including your final paycheck and any severance benefits, the Transition Payment subject to repayment. If such deductions are insufficient to reimburse the Company for the full amount owed, you will remain personally liable for the remaining balance.

 

7.               Annual Bonus Program

 

Beginning in 2017, you will be eligible to participate in the Company’s Annual Incentive Plan (or such successor plan) (the “AIP”). Your target bonus opportunity will be 100% of your Base Salary, with a maximum pay out opportunity of 250% of your target bonus opportunity. Actual payments will be determined based on a combination of Company and individual performance goals achieved against the applicable performance goals established by the Compensation Committee of the Board of Directors (the “Compensation Committee”), in its discretion, for the performance period. Your annual bonus opportunity will be subject to the terms and conditions of the AIP (including timing of payments).

 

In the case of your death or Disability (as defined in the AIP), you will be eligible to receive a pro rata portion of the annual bonus under the AIP for the calendar year in which you terminate employment due to death or Disability based on (i) the Company and individual performance goals achieved for the applicable performance period and (ii) a fraction where the numerator is the number of days in the fiscal year through your termination date and the denominator is the total number of days in the fiscal year, payable at the time that bonuses are payable to AIP participants generally.

 

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8.               Long Term Incentive Program

 

You will also be eligible for consideration for an annual equity award under the Company’s 2016 Equity Incentive Plan (or such successor plan) (the “EIP”). The aggregate value of the award on the grant date will be established annually by the Compensation Committee, in its discretion, based on a competitive analysis of Bunge’s peer companies and such other factors as determined by the Compensation Committee. Awards are typically granted in the form of stock options and performance based restricted stock units during the first quarter of each calendar year. For the award that will be made in 2017, the target aggregate value of your award on the grant date will be $1,800,000.

 

As soon as practicable following the Start Date, you will receive a one-time equity award of 8,500 performance based restricted stock units (the “One Time Equity Award”). The award will be subject to the terms and conditions of the EIP and the applicable award agreement (substantially in the form of the award agreement previously provided to you, with no material adverse changes to you) and will vest on March 1, 2019, subject to the satisfaction of the Company based performance objectives set forth in the award agreement.

 

Notwithstanding the forgoing, unless specifically prohibited by the EIP, in the event of (i) the occurrence of a Change of Control (as defined in the EIP) and (ii) a termination of your employment by the Company without Cause or by you for Good Reason on or before the two year anniversary of the occurrence of a Change of Control (the “ Change of Control Treatment ”):

 

(a)                      Any restrictions imposed on outstanding RSUs (as defined in the EIP), if any, will be deemed to have expired;

 

(b)                      With respect to all outstanding Performance Units (as defined in the EIP) and other performance-based awards, the Compensation Committee (i) shall determine the greater of (x) the payout at the target number of Performance Units granted for the entire Performance Period (as defined in the EIP) 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 your termination without Cause or resignation for Good Reason, in either case, after giving effect to the accumulation of Dividend Equivalents (as defined in the EIP), and (ii) shall pay to you 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 your termination without Cause or resignation for Good Reason (as applicable). Payment shall be made in cash or in shares, as determined by the Compensation Committee, in its discretion, on the 60th calendar day following the date of your termination of employment with the Company;

 

(c)                       All outstanding and unvested Options and SARs (as such terms are defined in the EIP) shall become immediately exercisable; and

 

(d)                      Any restrictions imposed on any outstanding and unvested Other Awards (as defined in the EIP) shall be deemed to have expired.

 

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In the event of a Change of Control, any or all outstanding Awards (as defined in the EIP) may be assumed or replaced by the successor entity. In the alternative, the successor entity may substitute equivalent Awards that include the Change of Control Treatment or provide substantially similar consideration to you as was provided to shareholders of the Company (after taking into account the existing provisions of the Awards), which substantially similar consideration shall include the Change of Control Treatment. In the event such successor entity refuses to assume, replace or substitute Awards, on the terms provided above, pursuant to a Change of Control, then notwithstanding any other provision in the EIP 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 and then such Awards will terminate. In addition, in the event such successor entity refuses to assume, replace or substitute Awards, on the terms above, the Compensation Committee will notify you in writing that such Awards will be exercisable for a reasonable period of time determined by the Compensation Committee in its discretion, and such Awards will terminate upon the expiration of such period. Awards need not be treated similarly in a Change of Control.

 

9.               Benefits and Perquisites

 

You will be eligible to participate in the employee benefit plans and programs generally available to the Company’s U.S. based senior executives, subject to the terms and conditions of such plans and programs. The Company will provide you with a description of the plans and programs separately. You will be entitled to paid time-off leave in accordance with the Company’s policies in effect from time to time (for 2017, you will be eligible for 35 paid time-off days). You will also be entitled to the fringe benefits and perquisites that are generally made available to the Company’s U.S. based senior executives in accordance with the eligibility and other provisions of such plans and programs. The Company reserves the right to amend, modify or terminate any of its benefit plans or programs at any time and for any reason. In addition, the Company will provide you with coverage under the Company’s customary director and officer indemnification arrangements, subject to applicable law.

 

10.             Severance Benefits

 

If your employment is terminated by the Company without Cause or by you for Good Reason, subject to your execution of a release of claims in form and substance reasonably satisfactory to both you and the Company that becomes irrevocable not later than the 60th calendar day following the date of your termination of employment (the “ Release ”), you will be eligible to receive the following: (i) a lump sum severance payment equal to 12 months of your then prevailing Base Salary, plus your target annual bonus opportunity for the year in which the termination of employment occurs, payable on the date of the Company’s first payroll following the 60th calendar day of the date of your termination of employment; and (ii) a pro rata portion of the annual bonus under the AIP for the calendar year in which you terminate employment based on (a) the Company and individual performance goals achieved for the applicable performance period and (b) a fraction where the numerator is the number of days in the fiscal year through

 

4



 

your termination date and the denominator is the total number of days in the fiscal year, payable at the time that bonuses are payable to AIP participants generally.

 

For purposes of this offer letter, “ Cause ” means the termination of your employment with the Company because of:

 

(i)                                      any willful act or omission or any act of gross negligence that constitutes a material breach by you of this letter;

 

(ii)                                   any willful and continued failure or refusal by you to substantially perform the duties required of you;

 

(iii)                                your conviction of, or a plea of nolo 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);

 

(iv)                               any willful commission of an act of fraud, forgery, theft, misappropriation or embezzlement; or

 

(v)                                  any other willful misconduct by you that is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company;

 

provided , however , that, if an event of Cause relates to clauses (i) or (ii) above, the Company may not terminate your employment for Cause unless (a) the Company first gives you notice of its intention to terminate and of the grounds for such termination within 90 days following such event and (b) you have not, within 30 days following receipt of such notice, cured such Cause in a manner that is reasonably satisfactory to the Compensation Committee, or in the event such Cause is not susceptible to cure within such 30-day period, the Compensation Committee reasonably determines that you have not taken all reasonable steps within such 30-day period to cure such Cause as promptly as practicable thereafter.

 

For purposes of this offer letter, “ Good Reason ” means your resignation of employment with the Company because of (without your consent):

 

(a)                                  a failure by the Company to pay material compensation due and payable to you in connection with your employment;

 

(b)                                  a material diminution of your duties, responsibilities or positions from those set forth in Paragraph 3;

 

(c)                                   the occurrence of acts or conduct on the part of the Company, its officers, representatives or stockholders that prevent you from, or substantially hinder you in, performing your duties or responsibilities pursuant to Paragraph 3; or

 

5



 

(d)                                  if immediately prior to a Change of Control Period your principal place of employment is located within the metropolitan New York area, any relocation during the Change of Control Period at the request of the Company of your principal place of employment to a location outside of the metropolitan New York area (for purposes of this letter, a “Change of Control Period” shall mean (i) the period occurring on the date of a Change of Control (as defined in the EIP) and continuing for 24 months thereafter and (ii) to the extent that you are terminated without Cause within the 12-month period immediately prior to the date of a Change of Control and there is a reasonable basis to conclude that such termination was at the request or direction of any person acquiring control of the Company in such Change of Control, the 12-month period immediately prior to the date of such Change of Control);

 

provided , however , that no event or condition in clauses (a), (b) and (c) above will constitute Good Reason unless (i) you give the Company written notice of your objection to such event or condition within 90 days following the occurrence of such event or condition, (ii) such event or condition is not corrected, in all material respects, by the Company in a manner that is reasonably satisfactory to you within 30 days following the Company’s receipt of such notice (or in the event that such event or condition is not susceptible to correction within such 30-day period, you reasonably determine that the Company has not taken all reasonable steps within such 30-day period to correct such event or condition as promptly as practicable thereafter) and (iii) you resign your employment with the Company not more than 30 days following the expiration of the 30-day period described in the foregoing clause (ii).

 

11.        Restrictive Covenants .

 

As a condition of your employment and the benefits set forth in this letter, you agree and acknowledge that you will be subject to the restricted covenants set forth in the EIP award agreement applicable to your equity awards (including the One-Time Equity Award).

 

During and after your employment with the Company, you will reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while you were employed by the Company or any former or current member of the Company and its subsidiaries. The Company will reimburse you for all reasonable costs and expenses incurred in connection with your performance under this paragraph, including all reasonable attorneys’ fees and costs.

 

12.        Withholding

 

Any amounts paid to you as an employee of the Company will be subject to all applicable withholdings and deductions.

 

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13.        Share Ownership Requirements

 

You will be required to comply with the Company’s share ownership requirements as in effect from time to time. A summary of the guidelines currently in effect is attached hereto as Attachment A.

 

14.        At-will Employment

 

Your employment with the Company will be for no specific period of time. Rather, your employment will be at-will, meaning that you or the Company may terminate the employment relationship at any time, with or without cause, and with or without notice and for any reason or no particular reason. Although your compensation and benefits may change from time to time, the at-will nature of your employment may only be changed by an express written agreement signed by an authorized officer of the Company.

 

15.        Section 409A

 

This letter is intended to comply with Section 409A of the Internal Revenue Code (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A or an applicable exemption. Any payments under this letter that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each instalment payment provided under this letter shall be treated as a separate payment. Any payments to be made under this letter upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding any other provision of this letter, if payment of any amount subject to Section 409A is triggered by a separation from service that occurs while you are a “specified employee” (as defined by Section 409A), then such payment will not be paid until the first payroll date to occur following the six-month anniversary of your termination date (the “Specified Employee Payment Date”) or, if earlier, on the date of your death. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date will be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If any payment subject to Section 409A is contingent on the delivery of a release by you and could occur in either of two years, the payment will occur in the later year. Nothing in this letter will be construed as a guarantee of any particular tax treatment to you. You will be solely responsible for the tax consequences with respect to all amounts payable under this letter, and in no event will the Company have any responsibility or liability if this letter does not meet any applicable requirements of Section 409A.

 

16.        Clawback

 

Any amounts payable under this letter will be subject to any policy (whether currently in existence or later adopted) established by the Company that provides for the clawback or recovery of compensation.

 

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17. Amendment .

 

This letter may only be amended or modified by a written agreement executed by the parties to this letter or their respective successors or legal representatives.

 

18. Governing Law

 

This letter shall be subject to the laws of the state of New York, without regard to conflict of law principles. The parties to this letter agree that any litigation or other proceeding commenced by either party shall be commenced in the federal or state courts of White Plains, New York.

 

19. Entire Agreement .

 

This letter and the referenced documents and agreements constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede any and all prior or contemporaneous oral or written representations, understandings, agreements or communications between you and the Company concerning those subject matters.

 

20. Contingent Offer

 

This offer is contingent upon:

 

(a)          Verification of your right to work in the United States, as demonstrated by your completion of an I-9 form upon hire and your submission of acceptable documentation (as noted on the I-9 form) verifying your identity and work authorization within three days of your Start Date.

 

(b)          Satisfactory completion of reference checks and a background investigation.

 

(c)           Successful completion of a drug screen.

 

This offer will be withdrawn if any of the above conditions are not satisfied.

 

21. Representations

 

By accepting this offer, you represent that you are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your activities, such as non-competition, non-solicitation or other work-related restrictions imposed by a current or former employer. You also represent that you will immediately inform the Company about any such restrictions and provide the Company with all relevant information, including any agreements between you and your current or former employer describing such restrictions on your activities. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former employer to

 

8



 

the Company without written authorization from your current or former employer, nor will you use or disclose any such confidential information during the course and scope of your employment with the Company.

 

Thomas, I am delighted that you will be assuming the role of Executive Vice President and Chief Financial Officer. If this letter expresses your understanding of our agreement, your signature below will indicate your acceptance of the terms herein. Should you have any questions do not hesitate to call me.

 

Sincerely,

 

 

 

/s/ Deborah Borg

 

 

 

Deborah Borg

 

Chief Human Resources Officer

 

 

Acceptance of Offer

 

I have read, understood and accept all the terms of the offer of employment as set forth in the foregoing letter. I have not relied on any agreements or representations, express or implied that are not set forth expressly in the foregoing letter and this letter supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter of this letter.

 

Thomas Boehlert

 

 

 

 

 

Signed

/s/ Thomas Boehlert

 

 

 

 

 

Date

12/7/16

 

 

9



 

Attachment A

 

BUNGE LIMITED

 

SHARE OWNERSHIP GUIDELINES

 

To better align the personal interest of senior management with the interests of Bunge’s shareholders, the Board has established share ownership guidelines. The guidelines detail the minimum amount of Bunge common shares senior executives should hold. The guidelines took effect in 2005, and are required to be met within five years of their effective date or, if later, from when the individual initially joins the Executive Committee.

 

The guidelines are based on a multiple of the executive’s base salary. For Bunge’s Chief Executive Officer, the guideline is six times base salary. For executives reporting directly to the Chief Executive Officer, the guideline is three times base salary.

 

Shares deemed to be owned for purposes of the share ownership guidelines include shares owned directly by the executive, hypothetical share units held under Bunge’s deferred compensation plans, 50 percent of the value of unvested time based restricted stock units and 50 percent of the difference between the exercise price and the fair market value of Bunge’s common shares for vested, in-the-money stock options. Unvested stock options and unearned performance-based restricted stock units do not count towards achievement of the guidelines.

 

Senior executives are required to hold 50 percent of the net shares they acquire through Bunge’s long-term incentive plans (such as stock options or restricted stock units) until the guideline is met, 100 percent if the guideline has net been met following the expiration of the five-year accumulation period.

 

10




Exhibit 12.1

 

Statement Regarding

Computation of Ratios of Earnings to

Fixed Charges and Preferred Stock Dividends

 

 

 

Year Ended December 31,

 

(US$ in millions except ratios)

 

2016

 

2015

 

2014

 

2013

 

2012

 

Earnings (1)

 

 

 

 

 

 

 

 

 

 

 

Pre-tax income before noncontrolling interests and income (loss) from discontinued operations, net of tax

 

$

996

 

$

1,051

 

$

734

 

$

1,014

 

$

372

 

plus: Fixed charges

 

354

 

386

 

491

 

516

 

404

 

Amortization of capitalized interest

 

23

 

22

 

22

 

21

 

21

 

Distributed income of equity investees

 

24

 

8

 

3

 

2

 

1

 

less: Capitalized interest

 

(9

)

(7

)

(6

)

(4

)

(13

)

Preferred stock dividends and other obligations

 

(36

)

(53

)

(48

)

(76

)

(34

)

Earnings:

 

$

1,352

 

$

1,407

 

$

1,196

 

$

1,473

 

$

751

 

Fixed charges (1)

 

 

 

 

 

 

 

 

 

 

 

Capitalized interest

 

$

9

 

$

7

 

$

6

 

$

4

 

$

13

 

Expensed interest

 

234

 

258

 

347

 

363

 

294

 

plus: Amortized premiums, discounts and capitalized debt expenditures

 

8

 

10

 

12

 

13

 

12

 

Estimate of interest within rental expense

 

67

 

58

 

78

 

60

 

51

 

Preferred stock dividends and other obligations

 

36

 

53

 

48

 

76

 

34

 

Fixed charges:

 

$

354

 

$

386

 

$

491

 

$

516

 

$

404

 

Ratio of Earnings/Fixed charges

 

3.82

 

3.65

 

2.44

 

2.86

 

1.86

 

 


(1)   For the purpose of determining the Ratio of Earnings to Fixed Charges and Preferred Stock Dividends, earnings are defined as pretax income before noncontrolling interests and income (loss) from discontinued operations, net of tax in consolidated subsidiaries plus fixed charges and amortization of capitalized interest less capitalized interest and preferred stock dividend and other obligations requirements. Fixed charges consist of interest expense (capitalized and expensed), amortization of deferred debt issuance costs, portion of rental expense that is representative of the interest factor and preferred stock dividend and other obligations requirements of the registrant and consolidated subsidiaries.

 

1




EXHIBIT 21.1

 

SUBSIDIARIES OF BUNGE LIMITED(i)

 

U.S.A.

 

Bunge North America (East), L.L.C.

Bunge North America Foundation

Bunge North America, Inc.

Bunge Milling, Inc.

Bunge Milling, LLC

The Crete Mills, Inc.

Bunge Oils, Inc.

Bunge North America (OPD West), Inc.

Bunge North America Agrifoods, Inc.

Bunge Holdings North America, Inc.

Bunge North America Capital, Inc.

Bunge Mextrade, L.L.C.

CSY Holdings, Inc.

CSY Agri-Finance, Inc.

Bunge Chicago, Inc.

International Produce, Inc.

Bunge N.A. Holdings, Inc.

Bunge N.A. Finance L.P.

Bunge Global Markets, Inc.

Bunge Finance North America, Inc.

Bunge Management Services Inc.

Bunge Funding, Inc.

Bunge Asset Funding Corp.

Bunge Limited Finance Corp.

Bunge Canada Investments, Inc.

Bunge Amorphic Solutions LLC

Bunge Latin America, LLC

EGT, LLC

Bleecker Acquisition Corp.

BNA Marine, LLC

 



 

HC Railroad, LLC

Morristown Grain Company, Incorporated

Bunge Global Innovation, LLC

SCF Bunge Marine LLC

Bunge-SCF Grain, LLC

Universal Financial Services, L.P.

Bunge Mexico Holdings, Inc.

Whole Harvest Foods, LLC

 

CANADA

 

Bunge Alberta I ULC

Bunge of Canada Ltd.

Bunge Canada

Bunge Canada Holdings I ULC

Bunge Canada Holdings II ULC

CF Oils Investments Inc.

Bunge Grain of Canada Inc.

 

MEXICO

 

Controladora Bunge, S.A. de C.V.

Servicios Bunge, S.A. de C.V.

Molinos Bunge, S.A. de C.V.

Bunge Comercial, S.A. de C.V.

Harinera del Mayab , S.A de C.V.

Inmobiliaria A. Gil, S.A.

Inmobiliaria Gilsa, S.A.

Molinos Bunge de Mexico, S.A. de C.V.

Servicios Molinos Bunge de Mexico , S.A. de C.V.

Industria Molinera Montserrat, S.A. de C.V.

 

2



 

BERMUDA

 

Ceval Holdings Ltd.

Brunello Ltd.

Greenleaf, Ltd.

Bunge Finance Limited

Serrana Holdings Limited

Bunge Global Markets,  Ltd.

Bunge Alpha, Ltd.

Bunge Central America Ltd.

International Produce Ltd.

Bunge Ventures Ltd

 

CAYMAN ISLANDS

 

Bunge International Commerce Ltd.

Bunge Trade Ltd.

China Baldrick Investment Holding Limited

Climate Change Capital International Limited

CCC Carbon Fund II Limited Partnership

 

BRITISH VIRGIN ISLANDS

 

Bunge Investment Management Limited

Bunge Emissions Limited

CCC International Holdings Limited

Baldrick Holdings Limited

Allied Trend Limited

Kirchner Global Limited

 

ARGENTINA

 

Terminal Bahia Blanca S.A.

Bunge Argentina S.A.

Fertimport S.A.

Bunge Inversiones S.A.

Bunge Minera S.A.

ProMaíz S.A.

 

3



 

Guide S.A.

T6 Industrial S.A.

Terminal de Fertilizantes Argentinos SA

 

BRAZIL

 

Bunge Alimentos S.A

Bunge Fertilizantes S.A.

Ceval Centro Oeste S.A.

Terminal de Granéis do Guarujá S.A.

Terminal Maritimo do Guaruja S.A. (TERMAG)

Terminal de Trigo do Rio de Janeiro — Logística S.A.

Fertimport S.A.

Agroindustrial Santa Juliana Ltda.

Monteverde Agro-Energetica S.A.

Monte Dourado Agropecuária S.A.

Ramata Empreendimentos e Participações S.A.

Pedro Afonso Açúcar & Bioenergia Ltda.

Bunge Comercializadora de Energia Ltda.

Usina Moema Açúcar e Álcool Ltda.

Usina Ouroeste Açúcar e Álcool Ltda.

Usina Guariroba Ltda.

Usina Frutal Açúcar e Álcool Ltda

Usina Itapagipe Açúcar e Álcool Ltda.

Bunge Asset Management Agropecuária Ltda.

Bunge Comercializadora de Etanol Ltda.

Siga Facil S/A

BAMA Agropecuária Ltda.

TIJUCO Agropecuária e Empreendimentos Ltda.

GAIA Empreendimentos e Participações S.A.

Moinho Pacífico Ltda.

 

4



 

GUATEMALA

 

BCA Servicios, S.A .

BLA Servicios, S.A.

 

COLOMBIA

 

Bunge Colombia SAS.

 

URUGUAY

 

Bunge Uruguay S.A.

Bunge Agritrade S.A.

Bunge Uruguay Agronegocios S.A.

Bunge Montevideo S.A.

Frismy S.A.

 

PARAGUAY

 

Bunge Paraguay S.A.

 

BOLIVIA

 

Agroindustrias Bunge Bolívia S.A.

 

CHILE

 

Bunge Chile S.p.A.

 

PERU

 

Bunge Peru S.A.C.

 

DOMINICAN REPUBLIC

 

Bunge Caribe, SRL

 

5



 

AUSTRALIA

 

Bunge Agribusiness Australia Pty. Ltd.

Bunge Grain Services (Bunbury) Pty. Ltd.

Bunge Grains Services (Geelong) Pty. Ltd.

 

SOUTH EAST ASIA

 

Bunge Asia Pte. Ltd.

PT. Bunge Agribusiness Indonesia

Bunge Agribusiness (M) Sdn. Bhd.

Echo Commodities Pte. Ltd.

Bunge Agribusiness Philippines Inc.

Grains and Industrial Products Trading Pte. Ltd.

Vietnam Agribusiness Holdings Pte. Ltd.

Bunge Subic Bay Trading Company Inc.

PT Bumiraya Investindo

Bunge (Thailand) Ltd.

 

JAPAN

 

Bunge Japan K.K.

 

CHINA

 

Bunge (Shanghai) Management Co., Ltd.

Bunge Sanwei Oil & Fat Co., Ltd.

Bunge (Nanjing) Grains and Oils Co.,Ltd .

Taixing Zhenhua Oils & Fats Co. Ltd.

Bunge Chia Tai (Tianjin) Grain and Oilseeds Ltd.

Zhongxin (Dalian) Investment Consulting Co., Ltd

Xinhui (Shanghai) Investment Consulting Co.,Ltd

Greystone Ltd.

Caprock Capital Ltd.

Bunge (Nanjing) Agri-Livestock Ltd.

Clydestone Capital Ltd.

 

6



 

Bunge Jiurui (Dezhou) Agri-Livestock Ltd

Bunge Jiurui (Linyi) Agri-Livestock Ltd

Long Great (Hong Kong) Ltd

Dalian Junyue Consulting Co., Ltd.

Nantong Junchen Investment and Consulting Co., Ltd

Dongguan Shenji Investments Management Co., Ltd

Dongguan Shenheng Grains and Oils Co., Ltd

Pebblestone Capital Ltd

Bunge (Tianjin) Management Service Co., Ltd

Yuanming (Tianjin) Investment Co., Ltd

Qinyuan (Tianjin) Business Consulting Co., Ltd

Qintang (Tianjin) Enterprise Management Consulting Co., Ltd

Tianjin Shuowei Foods Co., Ltd.

Bunge (Tangshan) Animal Nutrition Limited

Bunge (Fujian) Investment Management Co., Ltd.

Xiamen Junren Investment Management Co., Ltd.

Xiamen Peiren Investment Management Co., Ltd.

 

VIETNAM

 

Baria Joint Stock Company of Services For Import Export of Agro-Forestry Products and Fertilizers

Vietnam Agribusiness Ltd.

 

MAURITIUS

 

Bunge Mauritius Ltd

Bunge Mauritius Holdings Limited

Bunge Senwes International. Ltd.

 

INDIA

 

Bunge India Private Limited

Bunge Foods Private Limited

Bunge India Trading Private Limited

 

7



 

U.K.

 

Bunge Corporation Ltd.

Bunge UK Limited

Credit and Trading Company Limited

Bunge London Ltd.

Climate Change Capital Group Limited

Climate Change Capital Limited

Climate Change Holdings Limited

Climate Change Capital Carbon Managed Account Ltd

 

SPAIN

 

Bunge Iberica S.A.U.

Bunge Investment Iberica S.L.U.

Moyresa Girasol S.L.U.

Bunge Iberica Finance S.L.U.

Huelva Belts S.L.

Biodiesel Bilbao S.L.

 

FRANCE

 

Bunge France S.A.S.

Bunge Holdings France S.A.S.

SSI Logistics

 

THE NETHERLANDS

 

Koninklijke Bunge B.V.

Bunge Cooperatief U.A.

Bunge Brasil Holdings B.V.

Bunge Finance Europe B.V.

Bunge Romania Coöperatief U.A .

Bunge Netherlands B.V .

 

FINLAND

 

Bunge Finland Oy

 

8



 

SWITZERLAND

 

Bunge S.A.

Oleina S.A.

Ecoinvest Carbon S.A.

Bunge Emissions Holdings S.A.R.L.

 

GERMANY

 

Bunge Deutschland G.m.b.H.

Bunge Handelsgesellschaft m.b.H.

Teutoburger Margarinewerke GmbH

Walter Rau Lebensmittelwerke G.m.b.H

Butella-Werk G.m.b.H.

Bunge Biodiesel Produktionsgesellschaft mbH

Walter Rau Neusser Ol und Fett AG

 

ITALY

 

Bunge Italia S.p.A.

Novaol S.r.l.

 

TURKEY

 

Bunge Gida Sanayi ve Ticaret A.S.

 

CYPRUS

 

Bunge Cyprus Limited

 

HUNGARY

 

Bunge ZRT

Natura Margarin Kft.

 

PORTUGAL

 

Bunge Iberica Portugal, S.A.

 

9



 

LUXEMBOURG

 

Bunge Europe S.A.

Climate Change Capital Carbon Fund II S.à.r.l

 

AUSTRIA

 

Bunge Austria G.m.b.H.

 

UKRAINE

 

Suntrade S.E.

PJSC DOEP

LLC Elevatortrade

Himtrans-Ukraine

Greentour-Ex LLC

LLC Unitrans

LLC European Transport Stevedoring Company

LLC Railway Company “Greentrans”

Nikpromtrans Limited Liability Company

New European Company LLC

Yasli Kindergarden

 

ROMANIA

 

SC Unirea S.R.L.

SC Muntenia Oil S.A.

SC Interoil S.A.

Bunge Romania SRL

Bunge Danube Trading SRL

Prio Extractie SRL

Prio Biocombustibil SRL

 

POLAND

 

Z.T. Kruszwica S.A.

Bunge Polska Sp. z o.o.

Mauresa Sp. z o.o.

Warsaw Mathematical Institute Sp. z o.o.

 

10



 

ZTK Property Management Sp. z o.o.

 

RUSSIA

 

LLC Bunge CIS

Rostov Grain Terminal LLC

 

KAZAKHSTAN

 

Bunge Vostok LLP

 

BULGARIA

 

Kaliakra A.D.

 

EGYPT

 

Bunge Egypt Agriculture SAE

Bunge Egypt Import & Export SAE

 

MOROCCO

 

Bunge Fertilizer Morocco

 

SOUTH AFRICA

 

Bunge ZA (Pty) Ltd.

Bunge South Africa (Pty) Ltd

 

MALAWI

 

Senwes Ltd.

 

KENYA

 

Bunge East Africa Ltd.

 

UNITED ARAB EMIRATES

 

Universal Mercantile and Trading DMCC

 

11



 


(i)            Includes entities in which Bunge Limited has a direct or indirect 50% ownership or greater. The preceding list may omit certain subsidiaries that, as of December 31, 2016, would not be considered “significant subsidiaries” as defined in Rule 1-02(w) of Regulation S-X.

 

12




Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in Registration Statement Nos. 333-159918, 333-143529, 333-130651, 333-125426, 333-66594, 333-75762, 333-76938 and 333-109446 on Forms S-8 and Registration Statement Nos. 333-207870, 333-211218, and 333-172608 on Form S-3 of our reports dated February 28, 2017, relating to the consolidated financial statements and financial statement schedule of Bunge Limited and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2016.

 

 

/s/ Deloitte & Touche LLP

 

 

 

New York, New York

 

February 28, 2017

 

 


 

 

 



Exhibit 31.1

 

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

 

I, Soren Schroder, certify that:

 

1.                                       I have reviewed this report on Form 10-K of Bunge Limited (the “registrant”);

 

2.                                       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                                       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.                                       The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.                                       designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.                                       designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.                                        evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.                                       disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.                                       The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

 

a.                                       all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.                                       any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 28, 2017

 

 

 

/s/ SOREN SCHRODER

 

Soren Schroder

 

Chief Executive Officer

 

 




Exhibit 31.2

 

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

 

I, Thomas M. Boehlert, certify that:

 

1.                                       I have reviewed this report on Form 10-K of Bunge Limited (the “registrant”);

 

2.                                       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                                       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.                                       The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.                                       designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.                                       designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.                                        evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.                                       disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.                                       The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

 

a.                                       all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.                                       any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 28, 2017

 

 

 

/s/ THOMAS M. BOEHLERT

 

 Thomas M. Boehlert

 

 Chief Financial Officer

 

 




Exhibit 32.1

 

 

Certification by the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes Oxley Act Of 2002

 

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, the undersigned officer of Bunge Limited, a Bermuda limited liability company (the “ Company ”), does hereby certify that, to the best of such officer’s knowledge:

 

(1)                                  The accompanying Report of the Company on Form 10-K for the year ended December 31, 2016 (the “ Report ”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)                                  Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

February 28, 2017

 

 

/s/ SOREN SCHRODER

 

Soren Schroder

 

Chief Executive Officer

 

A signed original of this written statement required by Section 906 has been provided to Bunge Limited and will be retained by Bunge Limited and furnished to the Securities and Exchange Commission or its staff upon request.

 




Exhibit 32.2

 

Certification by the Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes Oxley Act Of 2002

 

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, the undersigned officer of Bunge Limited, a Bermuda limited liability company (the “ Company ”), does hereby certify that, to the best of such officer’s knowledge:

 

(1)                                  The accompanying Report of the Company on Form 10-K for the year ended December 31, 2016 (the “ Report ”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)                                  Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

February 28, 2017

 

 

/s/ THOMAS M. BOEHLERT

 

Thomas M. Boehlert

 

Chief Financial Officer